**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549




**FORM
      10-Q/A**




(Mark
      One)




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




**ACT
      OF 1934**




**FOR
      THE QUARTERLY PERIOD ENDED MARCH 31, 2008.**




OR




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




**OF
      1934**




**FOR
      THE TRANSITION FROM _______ TO ________.**




*COMMISSION
      FILE NUMBER 000-27159*




**SUNWAY
      GLOBAL INC.**


(Exact
      Name of Registrant as Specified in its Charter)







Nevada
            26-1650042(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





Daquing
      Hi-Tech Industry Development Zone, Daquing, Heilongjiang, People’s Republic of
      China, 163316


(Address
      of principal executive offices) (Zip Code)





Issuer's
      telephone Number: 86-459-604-6043







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 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 12b-2 of the Exchange Act.




Large
                accelerated filero
            Accelerated
                fileroNon-accelerated
                filero
            Smaller
                reporting companyT




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




**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS**


**DURING
      THE PRECEDING FIVE YEARS**




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




**APPLICABLE
      ONLY TO CORPORATE ISSUERS**




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of June 26, 2008, 2008, there were
      18,446,045 outstanding shares of the Registrant's Common Stock, $0.001 par
      value.







**TABLE
      OF CONTENTS**





PagePART
                IItem
                1.
            Financial
                Statements
            1Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation
            46Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            49Item
                4T
            Controls
                and Procedures
            49PART
                IIItem
                1.
            Legal
                Proceedings
            51Item 1A.
            Risk
                Factors
            51Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            51Item
                3.
            Defaults
                Upon Senior Securities
            51Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            51Item
                5.
            Other
                Information
            51Item
                6.
            Exhibits
            51SIGNATURES
            52







**PART
      I**


**FINANCIAL
      INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**





CONTENTS
            
            PAGESBALANCE
                SHEETS
            
            2
                -
                3STATEMENTS
                OF INCOME
            
            4STATEMENTS
                OF STOCKHOLDERS’ EQUITY
            
            5STATEMENTS
                OF CASH FLOWS
            
            6
                -
                7NOTES
                TO FINANCIAL STATEMENTS
            
            8-23


1




**SUNWAY
      GLOBAL INC.**





**CONSOLIDATED
      BALANCE SHEETS**


**AS
      AT MARCH 31, 2008 AND DECEMBER 31, 2007**


**(Stated
      in US Dollars)**





Notes
            
            March
                31, 2008
            
            December
                31, 2007(Unaudited)
            
            (Audited)**ASSETS**Current
                assetsCash
                and cash equivalents
            
            
            
            
            $
            6,456,669
            
            $
            5,820,100Restricted
                cash
            
            
            
            
            
            467,954
            
            
            491,049Trade
                receivables, net
            
            
            6
            
            
            2,208,760
            
            
            1,525,201Inventories
            
            
            9
            
            
            876,207
            
            
            766,933Advances
                to suppliers
            
            
            
            
            
            421,542
            
            
            1,331,159Prepayments
            
            
            
            
            
            595,282
            
            
            125,333Tender
                deposits
            
            
            
            
            
            -
            
            
            131,013Travel
                advances to directors
            
            
            7
            
            
            39,137
            
            
            30,824Advances
                to employees
            
            
            8
            
            
            398,153
            
            
            548,364Total
                current assets
            
            
            
            
            $
            11,463,704
            
            $
            10,769,976Amount
                due from a related company
            
            
            4
            
            
            830
            
            
            585,678Amount
                due from a director
            
            
            5
            
            
            726,133
            
            
            1,028,474Deposit
                for acquisition of computer software
            
            
            
            
            
            1,281,650
            
            
            -Property,
                plant and equipment, net
            
            
            10
            
            
            5,396,525
            
            
            4,449,619Intangible
                assets, net
            
            
            11
            
            
            7,021,134
            
            
            6,933,491**TOTAL
                ASSETS**
            
            
            
            
            $
            25,889,976
            
            $
            23,767,238**LIABILITIES
                AND****STOCKHOLDERS’
                EQUITY**Current
                liabilitiesAccounts
                payable
            
            
            
            
            $
            39,823
            
            $
            245,917Income
                tax payable
            
            
            
            
            
            282,820
            
            
            157,877Turnover
                and other taxes
            
            
            
            
            
            235,056
            
            
            143,857Expected
                warranty expenses
            
            
            12
            
            
            57,651
            
            
            55,351Customers
                deposits
            
            
            
            
            
            -
            
            
            208,274Accrued
                liabilities
            
            
            
            
            
            374,037
            
            
            323,464Other
                payables
            
            
            
            
            
            30,367
            
            
            35,984Total
                current liabilities
            
            
            
            
            $
            1,019,754
            
            $
            1,170,724**TOTAL
                LIABILITIES**
            
            
            
            
            $
            1,019,754
            
            $
            1,170,724





See
      notes
      to consolidated financial statements


2


**SUNWAY
        GLOBAL INC.**
 
 **CONSOLIDATED
        BALANCE SHEETS (Continued)**
 **AS
        AT MARCH 31, 2008 AND DECEMBER 31, 2007**
 **(Stated
        in US Dollars)**
 
 Notes
              
              March
                  31, 2008
              
              December
                  31, 2007(Unaudited)
              
              (Audited)**STOCKHOLDERS’
                  EQUITY**Series
                  A Convertible Preferred Stock $0.001 par value 400,000 shares authorized;
                  Nil and 246,176 shares issued and outstanding at March 31, 2008
                  and
                  December 31, 2007 respectively
              
              
              
              
              $
              -
              
              $
              246Series
                  B Convertible Preferred Stock $0.001 par value 400,000 shares authorized;
                  165,432 shares issued and outstanding at March 31, 2008 and December
                  31,
                  2007
              
              
              13
              
              
              165
              
              
              165Common
                  stock at $0.001 par value 100,000,000 shares authorized; 13,935,489
                  and
                  223,658 shares issued and outstanding at March 31, 2008 and December
                  31,
                  2007 respectively
              
              
              
              
              
              13,935
              
              
              224Additional
                  paid-in capital
              
              
              
              
              
              16,085,868
              
              
              16,099,333Statutory
                  reserves
              
              
              
              
              
              2,127,978
              
              
              2,127,978Retained
                  earnings
              
              
              
              
              
              4,525,082
              
              
              3,188,280Accumulated
                  other comprehensive income
              
              
              
              
              
              2,117,194
              
              
              1,180,288$
              24,870,222
              
              $
              22,596,514**TOTAL
                  LIABILITIES AND****STOCKHOLDERS’
                  EQUITY**
              
              
              
              
              $
              25,889,976
              
              $
              23,767,238
 
 See
        notes
        to consolidated financial statements
  3
  **SUNWAY
        GLOBAL INC.**
 
 **CONSOLIDATED
        STATEMENTS OF INCOME AND COMPREHENSIVE INCOME**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 Three
                  months ended March 31,2008
              
              2007NotesNet
                  revenues
              
              
              17
              
              $
              3,563,425
              
              $
              2,467,228Cost
                  of net revenues
              
              
              17
              
              
              (1,141,745
              )
              
              (644,247
              )Gross
                  profit
              
              
              
              
              $
              2,421,680
              
              $
              1,822,981Selling
                  expenses
              
              
              
              
              
              (162,555
              )
              
              (13,580
              )General
                  and administrative expenses
              
              
              
              
              
              (648,924
              )
              
              (387,513
              )Income
                  from operation
              
              
              
              
              
              1,610,201
              
              
              1,421,888Interest
                  expenses
              
              
              
              
              
              -
              
              
              (3,040
              )Interest
                  income
              
              
              
              
              
              143
              
              
              1,457Income
                  from continuing activities before income taxes
              
              
              
              
              $
              1,610,344
              
              $
              1,420,305Income
                  taxes
              
              
              15
              
              
              (273,542
              )
              
              (233,274
              )Net
                  income
              
              
              
              
              $
              1,336,802
              
              $
              1,187,031Foreign
                  currency translation
              
              
              
              
              
              936,906
              
              
              76,577Unrealized
                  gain on investments
              
              
              
              
              
              -
              
              
              246,153Comprehensive
                  income
              
              
              
              
              $
              2,273,708
              
              $
              1,509,761Net
                  income per share:-Basic
              
              
              14
              
              $
              0.16
              
              $
              5.31-Diluted
              
              
              14
              
              $
              0.06
              
              $
              5.31Weighted
                  average number of common stock-Basic
              
              
              14
              
              $
              8,360,349
              
              $
              223,653-Diluted
              
              
              14
              
              $
              22,645,485
              
              $
              223,653
 
 See
        notes
        to consolidated financial statements
  4
  
 **SUNWAY
        GLOBAL INC.**
  **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ EQUITY**
 **FOR
        THE YEAR ENDED DECEMBER 31, 2007 AND THREE-MONTHS ENDED**
 **MARCH
        31, 2008**
 **(Stated
        in US Dollars)(Unaudited)**
 
 Additional
              
              
              
              
              
              AccumulatedPreferred
              
              Preferred
              
              No.
              
              
              
              paid
              
              
              
              
              
              otherSeries
              
              Series
              
              shares
              
              Common
              
              in
              
              Statutory
              
              Retained
              
              comprehensiveA
              
              B
              
              outstanding
              
              stock
              
              capital
              
              reserves
              
              earnings
              
              income
              
              TotalBalance,
                  January 1, 2007
              
              $
              246
              
              $
              -
              
              
              221,612
              
              $
              224
              
              $
              4,223,165
              
              $
              1,124,073
              
              $
              4,844,680
              
              $
              843,205
              
              $
              11,035,593Reversal
                  of realized gain on investment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (423,537
              )
              
              (423,537
              )Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              6,047,505
              
              
              -
              
              
              6,047,505Appropriation
                  to statutory reserves
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,003,905
              
              
              (1,003,905
              )
              
              -
              
              
              -Issuance
                  to Vision re: Debentures
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              199,200
              
              
              -
              
              
              -
              
              
              -
              
              
              199,200Issuance
                  of Series B ConvertiblePreferred
                  Stock
              
              
              -
              
              
              165
              
              
              -
              
              
              -
              
              
              11,676,968
              
              
              -
              
              
              (6,700,000
              )
              
              -
              
              
              4,977,133Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              760,620
              
              
              760,620Balance,
                  December 31,2007
              
              $
              246
              
              $
              165
              
              
              221,612
              
              $
              224
              
              $
              16,099,333
              
              $
              2,127,978
              
              $
              3,188,280
              
              $
              1,180,288
              
              $
              22,596,514Balance,
                  January 1, 2008
              
              $
              246
              
              $
              165
              
              
              221,612
              
              $
              224
              
              $
              16,099,333
              
              $
              2,127,978
              
              $
              3,188,280
              
              $
              1,180,288
              
              $
              22,596,514Conversion
                  of Preferred Series Ainto
                  Common Stock
              
              
              (246
              )
              
              -
              
              
              13,713,877
              
              
              13,711
              
              
              (13,465
              )
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,336,802
              
              
              -
              
              
              1,336,802Foreign
                  currency translationadjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              936,906
              
              
              936,906Balance,
                  March 31,2008
              
              $
              -
              
              $
              165
              
              
              13,935,489
              
              $
              13,935
              
              $
              16,085,868
              
              $
              2,127,978
              
              $
              4,525,082
              
              $
              2,117,194
              
              $
              24,870,222
 
 See
        notes
        to consolidated financial statements
  5
 
 **SUNWAY
        GLOBAL INC.**
  **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE THREE-MONTHS MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 Three
                  months ended March 31,2008
              
              2007Cash
                  flows from operating activitiesNet
                  income
              
              $
              1,336,802
              
              $
              1,187,031Depreciation
              
              
              177,687
              
              
              227,562Amortization
              
              
              196,280
              
              
              41,869Adjustments
                  to reconcile net income to net cash provided by operating
                  activities:Restricted
                  cash
              
              
              23,095
              
              
              -Trade
                  receivables, net
              
              
              (620,159
              )
              
              (694,156
              )Inventories
              
              
              (77,394
              )
              
              (115,467
              )Advances
                  to suppliers
              
              
              964,951
              
              
              -Prepayments
              
              
              383,008
              
              
              (493,761
              )Travel
                  advances to directors
              
              
              (39,137
              )
              
              -Advances
                  to employees
              
              
              (398,153
              )
              
              -Accounts
                  payable
              
              
              (214,661
              )
              
              (31,364
              )Income
                  tax payable
              
              
              118,380
              
              
              -Turnover
                  and other taxes
              
              
              85,220
              
              
              177,708Loans
                  from unrelated parties
              
              
              1,572,360
              
              
              -Amount
                  due from a director
              
              
              (726,133
              )
              
              -Customers
                  deposits
              
              
              (216,932
              )
              
              -Accrued
                  liabilities
              
              
              37,127
              
              
              -Other
                  payables
              
              
              (7,113
              )
              
              57,797Net
                  cash provided by operating activities
              
              $
              2,595,228
              
              $
              357,219Cash
                  flows from investing activitiesPurchase
                  of plant and equipment
              
              $
              (939,630
              )
              $
              -Deposit
                  for acquisition of computer software
              
              
              (1,281,650
              )
              
              -Disposal
                  of plant and equipment
              
              
              -
              
              
              33,645Net
                  cash used in investing activities
              
              $
              (2,221,280
              )
              $
              33,645
 Cash
                  flows from financing activities
              
              $
              -
              
              $
              -
  6
  **SUNWAY
        GLOBAL INC.**
  **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (Continued)**
 **FOR
        THE THREE-MONTHS MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 Three
                  months ended March 31,2008
              
              2007Net
                  in cash and cash equivalents sourced
              
              $
              373,948
              
              $
              390,864Effect
                  of foreign currency translation oncash
                  and cash equivalents
              
              
              262,621
              
              
              (49,918
              )Cash
                  and cash equivalents-beginning of year
              
              
              5,820,100
              
              
              1,749,048Cash
                  and cash equivalents-end of year
              
              $
              6,456,669
              
              $
              2,089,994
 Supplementary
                  cash flow information:Tax
                  paid
              
              $
              1,364,381
              
              $
              937,036Interest
                  received
              
              
              143
              
              
              1,457Interest
                  paid
              
              
              -
              
              
              3,040
 
 See
        notes
        to consolidated financial statements
  7
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **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
        $0.001 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 FASB Interpretation No. 46 (revised
        December 2003) Consolidated of Variable Interest Entities, an Interpretation
        of
        ARB No. 51 since SWT was the primary beneficiary.
 
 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.
  8
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **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 the three subsidiaries since its reverse-merger on October
        3,
        2007. The detailed identities of the consolidating subsidiaries would have
        been
        as follows:
 
 Name
                  of Company
              
              Place
                  of incorporation
              
              Attributable
                interestWorld
                  Through Ltd
              
              
              British Virgin
                  Islands
              
              
              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
              %*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.
  9
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **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
              47
                  yearsTechnology-based
                  design
              10
                  years
  (f)
              Accounting
                  for software systems
 
 The
        Company adopts FASB No. 86 for accounting of software systems, in that all
        expenditures incurred from start-up to completion of feasibility are expensed;
        development costs, after the feasibility study through system completion,
        are
        capitalized, and are depreciated over a useful life of three years. Expenditures
        incurred after completion are expensed as repairs and maintenance.
 
 *(g)*
              *Property,
                  plant and equipment*
 
 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 plant and equipment are as follows:
 
 Buildings
              20
                  yearsMachinery
                  and equipment
              6
                  yearsMolding
              10
                  yearsComputer
                  software
              3
                  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.
 
 *(h)*
              *Maintenance
                  and repairs*
 
 The
        cost
        of maintenance and repairs is charged to income as incurred, whereas significant
        renewals and betterments are capitalized.
 
 *(i)*
              *Accounting
                  for the impairment of long-lived
                  assets*
 
 The
        long-lived assets held and used by the Group are reviewed for impairment
        whenever events or changes in circumstances indicate that the carrying amount
        of
        assets may not be recoverable. It is reasonably possible that these assets
        could
        become impaired as a result of technology or other industry changes.
        Determination of recoverability of assets to be held and used is by comparing
        the carrying amount of an asset to future net undiscounted cash flows to
        be
        generated by the assets.
 
 If
        such
        assets are considered to be impaired, the impairment to be recognized is
        measured by the amount by which the carrying amount of the assets exceeds
        the
        fair value of the assets. Assets to be disposed of are reported at the lower
        of
        the carrying amount or fair value less costs to sell.
 
 During
        the reporting years, there was no impairment loss.
  10
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES (****Continued****)**
 
 *(j)*
              *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.
 
 *(k)*
              *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.
 
 *(l)*
              *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 only in the PRC. The Company does not maintain any bank accounts
        in the United States of America.
 
 **March 31, 2008**
              
              **December 31,**
                **2007**Bank
                  of Communications, Branch of DaqingCity
                  Economic Zone
              
              
              5,523,397
              
              
              5,398,866Agricultural
                  Bank of China
              
              
              514,746
              
              
              -Daqing
                  City Commercial Bank
              
              
              75,858
              
              
              72,690HSBC
              
              
              298,362
              
              
              348,362Cash
                  on hand
              
              
              44,306
              
              
              1826,456,669
              
              
              5,820,100
  *(m)*
              *Restricted
                  cash*
 
 Restricted
        cash are pledged deposits in an escrow account for investor relations
        purpose.
 
 *(n)*
              *Revenue
                  recognition*
 
 Revenue
        represents the invoiced value of goods sold recognized upon the delivery
        of
        goods to customers. 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, and;
 -
        The
        seller’s price to the buyer is fixed or determinable.
 
 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 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.
  11
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES (****Continued****)**
 
 *(o)*
              *Warranty
                  liabilities*
 
 The
        Company warrants its products against defects in design, materials, and
        workmanship generally for three to five years. A provision for estimated
        future
        costs relating to warranty expense are recorded when products are
        shipped.
 
 *(p)*
              *Costs
                  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.
 
 *(q)*
              *Advertising*
 
 The
        Group
        expensed all advertising costs as incurred. Advertising expenses included
        in
        selling expenses were $20,979 and $5,996 for the three-months ended March
        31,
        2008 and 2007 respectively.
 
 *(r)*
              *Shipping
                  and handling*
 
 All
        shipping and handling are expensed as incurred. Shipping and handling expenses
        included in selling expenses were $3,881 and $4,267  for
        the
        three-months ended March 31, 2008 and 2007 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 $377
        and
        $2,520 and for the three-months ended March 31, 2008 and 2007
        respectively.
 
 (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 $10,118 and $13,576 for the three-months ended March 31, 2008
        and
        2007 respectively.
  12
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES (****Continued****)**
 
 *(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 and Sunway 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:
 
 **March 31,**
                **2008**
              
              **December 31,**
                **2007**
              
              **March 31,**
                **2007**Twelve
                  months ended
              
              
              -
              
              
              7.3141
              
              
              -RMB
                  : USD exchange rateThree
                  months ended
              
              
              7.0222
              
              
              -
              
              
              7.7410RMB
                  : USD exchange rateAverage
                  three months ended
              
              
              7.1757
              
              
              -
              
              
              7.7714RMB
                  : USD exchange rate
  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
        US D at the
        rates used in translation.
  13
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES (****Continued****)**
 
 *(w)*
              *Statutory
                  reserves*
 
 As
        stipulated by the PRC’s Company Law and as provided in the SWT, and Sunway’s
        Articles of Association, SWT and Sunway’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 and the unrealised gain on investment
        held for resale.
 
 *(y)*
              *Recent
                  accounting pronouncements*
 
 In
        February 2007, FASB issued Statement of Financial Accounting Standards No.
        (“SFAS”) 159, “The Fair Value Option for Financial Assets and Financial
        Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS 159”).
        SFAS 159 permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. Entities that elect the fair value option
        will report unrealized gains and losses in earnings at each subsequent reporting
        date. The fair value option may be elected on an instrument-by-instrument
        basis,
        with a few exceptions. SFAS 159 also establishes presentation and disclosure
        requirements to facilitate comparisons between entities that choose different
        measurement attributes for similar assets and liabilities. The requirements
        of
        SFAS 159 are effective for our fiscal year beginning on January 1, 2008.
 The
        Company does not anticipate that the adoption of this standard will have
        a
        material impact on these consolidated financial statements.
  14
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES (****Continued****)**
 
 *(y)*
              *Recent
                  accounting pronouncements
                  (continued)*
 
 In
        December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB 110”). SAB
        110 permits companies to continue to use the simplified method, under certain
        circumstances, in estimating the expected term of “plain vanilla” options beyond
        December 31, 2007. SAB 110 updates guidance provided in SAB 107 that previously
        stated that the Staff would not expect a company to use the simplified method
        for share option grants after December 31, 2007. Adoption of SAB 110 is not
        expected to have a material impact on the Company’s consolidated financial
        statements
 
 In
        December 2007, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling Interests in
        Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160
        establishes accounting and reporting standards for the noncontrolling interest
        in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is
        effective for fiscal years, and interim periods within those fiscal years,
        beginning on or after December 15, 2008. As such, the Company is required
        to
        adopt these provisions at the beginning of the fiscal year ended December
        31,
        2009. The Company is currently evaluating the impact of SFAS 160 on its
        consolidated financial statements but does not expect it to have a material
        effect
 
 In
        December 2007, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standard (“SFAS”) No. 141(R), "Business Combinations”. SFAS
        141(R) establishes principles and requirements for how the acquirer recognizes
        and measures in its financial statements the identifiable assets acquired,
        the
        liabilities assumed, an any noncontrolling interest in the acquiree, recognizes
        and measures the goodwill acquired in the business combination or a gain
        from a
        bargain purchase, and determines what information to disclose to enable users
        of
        the financial statements to evaluate the nature and financial effects of
        the
        business combination. SFAS 141(R) is effective for fiscal years, and interim
        periods within those fiscal years, beginning on or after December 15, 2008.
        As
        such, the Company is required to adopt these provisions at the beginning
        of the
        fiscal year ended December 31, 2009. The Company is currently evaluating
        the
        impact of SFAS 141(R) on its consolidated financial statements but does not
        expect it to have a material effect.
  15
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **3.**
              **CONCENTRATIONS
                  OF CREDIT RISK AND MAJOR
                  CUSTOMERS**
 
 Financial
        instruments which potentially expose the Group to concentrations of credit
        risk,
        consists of cash and accounts receivable as of March 31, 2008 and December
        31,
        2007. The Group performs ongoing evaluations of its cash position and credit
        evaluations to ensure collections and minimize losses.
 
 As
        of
        March 31, 2008 and December 31, 2007, the Group’s bank deposits were all placed
        with banks in the PRC where there is currently no rule or regulation in place
        for obligatory insurance of bank accounts.
 
 For
        the
        three-months ended March 31, 2008 and 2007, all of the Group’s sales were
        generated from the PRC. In addition, all accounts receivable as of March
        31,
        2008 and December 31, 2007 also arose in the PRC.
 
 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:
 
 For the three-months ended March 31,2008
              
              2007Customer
                  A
              
              $
              529,567
              
              $
              -Customer
                  B
              
              
              453,616
              
              
              -Customer
                  C
              
              
              438,983
              
              
              -Customer
                  D
              
              
              370,697
              
              
              -Customer
                  E
              
              
              -
              
              
              382,816Customer
                  F
              
              
              -
              
              
              310,756
 
 Details
        of customers accounting for 10% or more of the Group’s accounts receivable
 are
        as
        follows:
 
 March 31, 2008
              
              December 31, 2007Customer
                  A
              
              $
              633,135
              
              $
              275,851Customer
                  B
              
              
              -
              
              
              269,861Customer
                  D
              
              
              223,930
              
              
              235,149Customer
                  H
              
              
              -
              
              
              221,510Customer
                  I
              
              
              -
              
              
              159,005Customer
                  J
              
              
              -
              
              
              146,688Customer
                  K
              
              
              244,923
              
              
              -
  16
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **4.**
              **AMOUNT
                  DUE FROM A RELATED COMPANY**
 
 Amount
        due from Rise Elite International Ltd (Rise Elite), a related company where
        Mr.
        Liu Bo, the director of the Group is shareholder. The amount is unsecured,
        interest free and repayable on demand. The amount is hold by Rise Elite because
        of a recent development of representative offices in sundry location of China
        and this arrangement would be a better working capital arrangement.
 
 **5.**
              **AMOUNT
                  DUE FROM A DIRECTOR**
 
 Amount
        due from Mr. Liu Bo, the director of the company is unsecured, interest free
        and
        repayable on demand. The amount is hold by Beijing Sunway because of proposed
        development of representative offices in sundry location of China and this
        arrangement would be a better working capital arrangement.
 
 **6.**
              **TRADE
                  RECEIVABLES, NET**
   March
                  31, 2008
              
              December
                  31, 2007Trade
                  receivable, gross
              
              $
              2,216,972
              
              $
              1,533,085Provision
                  for doubtful debts
              
              
              (8,212
              )
              
              (7,884
              )$
              2,208,760
              
              $
              1,525,201
  All
        of
        the above accounts receivable are due within one year of aging.
 
 An
        analysis of the allowance for doubtful accounts for the three-months ended
        March
        31, 2008 and December 31, 2007 is as follows:
  March
                  31, 2008
              
              December
                  31, 2007Balance
                  at beginning of period/year
              
              $
              7,884
              
              $
              7,377Foreign
                  exchange adjustment
              
              
              328
              
              
              507Balance
                  at end of period/year
              
              $
              8,212
              
              $
              7,884
 
 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.
  17
 
 **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **7.**
              **TRAVEL
                  ADVANCES TO DIRECTORS**
 
 Travel
        advances were made to Directors to enable their execution of operational
        duties
        such as marketing and sales promotion. The following table provides an analysis
        of the outstanding accounts.
  March 31, 2008
              
              December 31, 2007Bo
                  Liu
              
              $
              14,389
              
              $
              4,244Qichai
                  Zhao
              
              
              -
              
              
              700Deli
                  Liang
              
              
              -
              
              
              6,568Weishan
                  Sun
              
              
              24,748
              
              
              19,312$
              39,137
              
              $
              30,824
 
 **8.**
              **ADVANCES
                  TO EMPLOYEES**
 
 Advances
        to employees are advances for purchases and traveling. They are unsecured,
        interest free and repayable on demand.
 
 **9.**
              **INVENTORIES**
 
 Inventories
        comprise the followings:
  March 31, 2008
              
              December 31, 2007Finished
                  goods
              
              $
              538,386
              
              $
              161,005Raw
                  materials
              
              
              337,821
              
              
              605,928$
              876,207
              
              $
              766,933
 
 **10.**
              **PROPERTY,
                  PLANT AND EQUIPMENT, NET**
 
 Property,
        plant and equipment,net comprise the followings:
  March 31, 2008
              
              December 31, 2007At
                  costBuilding
              
              $
              1,412,774
              
              $
              1,356,392Machinery
                  and equipment
              
              
              1,073,065
              
              
              1,022,960Moldings
              
              
              4,052,476
              
              
              2,992,166Computer
                  software
              
              
              2,023,582
              
              
              1,942,823Office
                  equipment and motorvehicles
              
              
              83,784
              
              
              80,439$
              8,645,681
              
              $
              7,394,780Less:
                  accumulated depreciation
              
              
              (3,249,156
              )
              
              (2,945,161
              )$
              5,396,525
              
              $
              4,449,619
  18
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **10.**
              **PROPERTY,
                  PLANT AND EQUIPMENT,
                  NET(Continued)**
 
 Depreciation
        and amortization expense is included in the statement of income and comprehensive
        income as follows:
 
 For
                  the three-months ended March 31,2008
              
              2007Cost
                  of sales
              
              $
              163,266
              
              $
              145,200General
                  and administrative expenses
              
              
              14,421
              
              
              82,362$
              177,687
              
              $
              227,562
  **11.**
              **INTANGIBLE
                  ASSETS, NET**
 
 Intangible
        assets, net are as follows:
  March 31, 2008
              
              December 31, 2007Land
                  use rights, at cost
              
              $
              1,321,908
              
              $
              1,269,151Less:
                  accumulated amortization
              
              
              (67,972
              )
              
              (58,508
              )$
              1,253,936
              
              $
              1,210,643Technology-based
                  design, at cost
              
              $
              6,169,363
              
              $
              5,923,149Less:
                  accumulated amortization
              
              
              (402,165
              )
              
              (200,301
              )$
              5,767,198
              
              $
              5,722,848$
              7,021,134
              
              $
              6,933,491
 
 Patent
        of
        the Pneumatic Tube System has been registered with the PRC government under
        Serial No. 264-2004 2005 with a registration fee of $347 (RMB 2,800) which
        was
        expensed in 2003. This amount was immaterial for capitalization.
 
 The
        Group
        acquired the rights to use a parcel of land totaling 26,522 square meters,
        for a
        consideration of $1,149,788 (RMB 9,282,700), located at Daqing Hi-Tech Industry
        Development Zone, Daqing, Heilongjiang in the People’s Republic of China 163316
        for a term of 46 years from September 16, 2005 to June 13, 2052. The land
        has
        been used to build the Group’s facility.
 
 Amortization
        expense included in the general and administrative expenses for the three-months
        ended 2008 and 2007 were $196,280 and $41,869 respectively.
  19
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **12.**
              **WARRANTY
                  LIABILITIES**
 
 An
        analysis of the warranty liabilities as at March 31, 2008 and December 2007
        is
        as follows:
 
 2008
              
              2007Balance
                  at beginning of period/year
              
              $
              55,351
              
              $
              22,811Addition
                  of warranty liabilities
              
              
              -
              
              
              55,918Warranty
                  expense for the year
              
              
              -
              
              
              (23,378
              )Foreign
                  currency difference
              
              
              2,300
              
              
              -Balance
                  at end of period/year
              
              $
              57,651
              
              $
              55,351
 
 **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**
              
              **Preferred**
                **B**
              
              **A**
                **Warrant**
              
              **B**
                **Warrant**
              
              **J**
                **Warrant**
              
              **C**
                **Warrant**
              
              **D**
                **Warrant****Vision
                  Opportunity Master Fund, Ltd.**
              
              
              6,500,000
              
              
              160,494
              
              
              4,814,815
              
              
              2,407,407
              
              
              4,362,416
              
              
              4,362,416
              
              
              2,181,208**Columbia
                  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
                  Date****Series
                  A**
              
              
              4,962,963
              
              $
              1.76
              
              
              6
                  /5 /2012**Series
                  B**
              
              
              2,481,481
              
              
              2.30
              
              
              6
                  /5 /2012**Series
                  J**
              
              
              4,496,644
              
              
              1.49
              
              
              6
                  /5 /2008**Series
                  C**
              
              
              4,496,644
              
              
              1.94
              
              
              6
                  /5 /2012**Series
                  D**
              
              
              2,248,322
              
              
              2.53
              
              
              6
                  /5 /2012
  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. 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.
  20
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **13.**
              **SERIES
                  B CONVERTIBLE PREFERRED STOCK AND ASSOCIATED
                  WARRANTS**
  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 FAS 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.
  **14.**
              **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:
  For
                  the three-months ended March 31,Earnings:
              
              
              2008
              
              
              2007Earnings
                  for the purpose of basicearnings
                  per share
              
              $
              1,336,802
              
              $
              1,187,031Effect
                  of dilutive potential commonstock
              
              
              -
              
              
              -Earnings
                  for the purpose of basicearnings
                  per share
              
              $
              1,336,802
              
              $
              1,187,031Number
                  of shares:Weighted
                  average number ofcommon
                  stock for the purpose of basicearnings
                  per share
              
              
              8,360,349
              
              
              223,653Effect
                  of dilutive potential commonstock
              
              
              14,285,136
              
              
              -Weighted
                  average number of commonstock
                  for the purpose of dilutiveearnings
                  per share
              
              
              22,645,485
              
              
              223,653
  21
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **15.**
              **INCOME
                  TAXES**
 
 The
        Company is registered in the State of Nevada whereas its subsidiary, WTL
        being
        incorporated in the British Virgin Islands is not subject to any income tax
        and
        conducts all of its business through its PRC subsidiary, SWT and Sunway (see
        note 1).
 
 SWT
        and
        Sunway, being registered in the PRC, are subject to PRC’s Enterprise Income Tax.
        Pursuant to the PRC Income Tax Laws, Enterprise Income Taxes (“EIT”) is
        generally imposed at a statutory rate of 33%, which comprises 30% national
        income tax and 3% local income tax.
 
 However,
        Sunway is a high technology company, and in accordance with the relevant
        regulations regarding the favorable tax treatment for high technology companies,
        Sunway is entitled to a reduced tax rate of 15% as long as Sunway located
        and
        registered in the high and advance technology development zone.
 
 A
        reconciliation between the income tax computed at the U.S. statutory rate
        and
        the Group’s provision for income tax is as follows:
 
 Three
                  months ended March 31,2008
              
              2007U.S.
                  statutory rate
              
              
              34
              %
              
              34
              %Foreign
                  income not recognized in the U.S.
              
              
              (34
              )%
              
              (34
              )%PRC
                  Enterprise Income Tax
              
              
              33
              %
              
              33
              %Tax
                  holiday
              
              
              (18
              )%
              
              (18
              )%Provision
                  for income tax
              
              
              15
              %
              
              15
              %
 
 
 **16.**
              **FAIR
                  VALUE OF FINANCIAL
                  INSTRUMENTS**
 
 The
        fair
        value of a financial instrument is the amount at which the instrument could
        be
        exchanged in a current transaction between willing parties. The carrying
        amounts
        of financial assets and liabilities, such as cash and cash equivalents, trade
        accounts receivable, other receivables, accounts payable, and other payables,
        approximate their fair values because of the short maturity of these instruments
        and the availability of the market rates of interest.
  22
  **SUNWAY
        GLOBAL INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE-MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Stated
        in US Dollars)(Unaudited)**
 
 **17.**
              **SEGMENT
                  INFORMATION**
 
 The
        Group
        currently is engaged in the manufacturing and selling of logistic transport
        systems. 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”). These three types of
        workstation are of the same function but with different product design.
 
 Net
        revenues and cost of revenues by product:
 
 *For
                  the three*
                *months
                  ended*
                *March
                  31, 2008*
              
              *Workstation*
              
              *Workstation*
              
              *Workstation**Type
                  A*
              
              *Type
                  B*
              
              *Type
                  C*
              
              *SADP*
              
              *Consolidated*Net
                  revenues
              
              $
              653,597
              
              $
              2,024,198
              
              $
              356,064
              
              $
              529,566
              
              $
              3,563,425Cost
                  of netrevenues
              
              
              (177,442
              )
              
              (628,720
              )
              
              (134,920
              )
              
              (200,663
              )
              
              (1,141,745
              )$
              476,155
              
              $
              1,395,478
              
              $
              221,144
              
              $
              328,903
              
              $
              2,421,680
 
 *For
                  the three*
                *months
                  ended*
                *March
                  31, 2007*
              
              *Workstation*
              
              *Workstation*
              
              *Workstation**Type
                  A*
              
              *Type
                  B*
              
              *Type
                  C*
              
              *SADP*
              
              *Consolidated*Net
                  revenues
              
              $
              1,067,194
              
              $
              1,400,034
              
              $
              -
              
              $
              -
              
              $
              2,467,228Cost
                  of netrevenues
              
              
              (283,369
              )
              
              (360,878
              )
              
              -
              
              
              -
              
              
              (644,247
              )$
              783,825
              
              $
              1,039,156
              
              $
              -
              
              $
              -
              
              $
              1,822,981
 
 The
        Group’s operations are located in the PRC. All revenue is from customers in the
        PRC. 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.
  23


**ITEM
          2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION**
 
 Forward-Looking
          Statements
 
 The
          information in this report contains forward-looking statements. All statements
          other than statements of historical fact made in this report are forward
          looking. In particular, the statements herein regarding industry prospects
          and
          future results of operations or financial position are forward-looking
          statements. These forward-looking statements can be identified by the use
          of
          words such as "believes," "estimates," "could," "possibly," "probably,"
          anticipates," "projects," "expects," "may," "will," or "should" or other
          variations or similar words. No assurances can be given that the future
          results
          anticipated by the forward-looking statements will be achieved. Forward-looking
          statements reflect management's current expectations and are inherently
          uncertain. Our actual results may differ significantly from management's
          expectations.
 
 The
          following discussion and analysis should be read in conjunction with our
          financial statements, included herewith. This discussion should not be
          construed
          to imply that the results discussed herein will necessarily continue into
          the
          future, or that any conclusion reached herein will necessarily be indicative
          of
          actual operating results in the future. Such discussion represents only
          the best
          present assessment of our management.
  **Overview**
  As
          a
          result of the reverse merger, financing and related transactions described
          in our current report on Form 8-K/A filed with the SEC on June 27, 2007,
          the
          Company ceased to be a shell company and became a holding company for entities
          that, through contractual relationships, control the business of Daqing
          Sunway,
          a company 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.
          Because Sunway’s operations are the only significant operations of the Company
          and its affiliates, this discussion and analysis focuses on the business
          results
          of Sunway, comparing its results in the three months ended March 31, 2008
          to the
          three month period ended March 31, 2007. We have already sell our new core
          product—a medicine dispensation and packaging system also designed for use in
          hospitals and pharmacies—in the first quarter of 2008.
 
 **Results
          of Operations**
 
 **Three-month
          periods ended March 31, 2008 and March 31, 2007**
 
 **Results
          of Operations**
 
 In
          the
          three months ended March 31, 2008, company net income slight increased.
          Although
          company net revenues and gross profit rose substantially as compared with
          the
          same period in the same period of 2007,but operating expenses also increased
          during these periods , bring on company net income slight increased. These
          increases are due in large part to increased sales of Daqing Sunway’s pneumatic
          tube transport systems and new product - a
          medicine dispensation and packaging system. Cost of sales also increased
          during
          these periods, somewhat outpacing the increase in sales. The increase in
          cost of
          sales is due largely to increased depreciation expenses related to Sunway’s
          investment in 2007 in new molds , production lines used and the increased
          prices
          of raw materials used in the manufacture of its newly designed medicine
          packaging and dispensing equipment. The increase in operating expense is
          due new
          products marketing expense.
 
 The
          following table summarizes the results of our operations during the three
          months
          ended March 31, 2008 and 2007, respectively, and provides information regarding
          the dollar and percentage increase or (decrease) from the three months
          ended
          March 31, 2008 and 2007.
 Three
                      Months Ended March 31,2008
                  
                  2007
                  
                  Change
                  
                  Change rateNet
                      Revenues
                  
                  $
                  3,563,425
                  
                  $
                  2,467,228
                  
                  $
                  1,096,197
                  
                  
                  44.43
                  %Cost
                      of net revenues
                  
                  $
                  1,141,745
                  
                  $
                  644,247
                  
                  $
                  497,498
                  
                  
                  77.22
                  %Gross
                      Profit
                  
                  $
                  2,421,680
                  
                  $
                  1,822,981
                  
                  $
                  598,699
                  
                  
                  32.84
                  %Gross
                      Margin
                  
                  
                  67.96
                  %
                  $
                  73.89
                  %
                  
                  
                  
                  
                  -5.93
                  %Operating
                      Income
                  
                  $
                  1,610,201
                  
                  $
                  1,421,888
                  
                  $
                  188,313
                  
                  
                  13.24
                  %Net
                      Income
                  
                  $
                  1,336,802
                  
                  $
                  1,187,031
                  
                  $
                  149,771
                  
                  
                  12.62
                  %Net
                      profit margin
                  
                  
                  37.51
                  %
                  
                  48.11
                  %
                  
                  
                  
                  
                  -10.60
                  %
  24
  **Net
          revenue**
 
 Net
          revenue for the first quarter of 2008, which resulted entirely from sales
          of
          pneumatic material transport system workstations (“PTS”) and Automatic Medicine
          Dispensing and Packing System (“SADP’), were $3,563,425, an increase of 44.43%
          as compared with the net revenue of $2,467,228 in the first quarter of
          2007. In
          the first quarter of 2008, we sold 622 workstations, an increase of 14.34%
          as
          compared with 544 workstations sold in the first quarter of 2007; at the
          same
          time, we also sold two our new product.
 
 The
          following table breaks down application categories as percentage of total
          sales.
 Three
                      Months Ended March 31,2008
                  
                  2007sales
                  
                  % of total sales
                  
                  sales
                  
                  % of total salesPTS
                  
                  $
                  3,033,859
                  
                  
                  85.14
                  %
                  $
                  2,467,228
                  
                  
                  100.00
                  %SADP
                  
                  $
                  529,566
                  
                  
                  14.86
                  %
                  $
                  -
                  
                  
                  -Total
                      net revenues
                  
                  $
                  3,563,425
                  
                  
                  100.00
                  %
                  $
                  2,467,228
                  
                  
                  100.00
                  %
 
 **Gross
          Profit**
 
 Gross
          profit increased 32.84% to $2,421,680 for the three months ended March
          31, 2008,
          as compared to $1,822,981 for the three months ended March 31, 2007. Our
          gross
          profit margin fell 5.93% from 73.89% as of the three months ended March
          3, 2007
          to 67.96% as of the same period of 2008, mainly due to our efforts to develop
          new molds and new production line, which raised depreciation costs and
          therefore
          raised the cost of sales; at the same time, due to the use of newer but
          more
          costly raw materials instead of old raw material in order to increase product
          quality and perfect workstation surface, raw material costs increased
          markedly.
 
 The
          table
          below presents information about our gross profit for the periods
          indicated:
 
 Three
                    Months Ended March 31,2008
                
                2007US$
                
                Gross profit
                  margin
                
                US$
                
                Gross profit
                  marginGross
                    Profit
                
                $
                2,421,680
                
                
                67.96
                %
                $
                1,822,981
                
                
                73.89
                %
 
 **Income
          from Operations**
 
 Operating
          income increased 13.24% to $1,610,201 for the three months ended March 31,
          2008, as compared with $1,421,888 for the three months ended March 31,
          2007. The
          increase was primarily a result of the higher revenue by the higher cost
          reduces
          during the three months ended March 31, 2008 as compared to the same period
          of
          2007.
 
 **Cost
          of net revenues**
 
 Cost
          of
          net revenues increased to $1,141,745 for the three months ended March 31,
          2008,
          representing 77.22% increase as compared with $644,247 for the same period
          of
          2007. This increase is due primarily to increased revenues, raw materials
          prices
          and depreciation cost from the three months ended March 31, 2008 to the
          same
          period of 2007. The Raw materials prices increased 8.02% for the three
          months
          ended March 31, 2008, as compared to the same period of 2007.
 
 The
          table
          below presents information about our cost of sales for the periods
          indicated:
 
 Three
                    Months Ended March 31,2008
                
                2007
                
                ChangeCost
                    of net revenues
                
                $
                1,141,745
                
                $
                644,247
                
                
                77.22
                %
 
 **Operating
          Expenses**
 
 Operating
          expenses were $811,479 for the three months ended March 31, 2008, an increase
          of
          102.32% as compared to $401,093 for the same period of 2007. This increase
          was
          composed by two reasons: (1) selling expenses increased $148,975, or 1,097.02%
          to $162,555 in the three months ended March 31, 2008 from $13,580 for the
          same
          period of 2007; and (2) general & administration expenses increased
          $261,411, or 67.46% to $648,924 in the three months ended March 31, 2008
          from
          $387,513 for the same period of 2007. In the three months ended March 31,
          2008,
          we increased exhibition fees for promoting our new products, which totaled
          $60,147, compared with $10,191 for the same period of 2007. Also, in the
          three
          months ended March 31, 2008, we increased salary and benefits of management.
          Reflecting this change, costs related to salary and benefits increased
          65.74% in
          the three months ended March 31, 2008, compared with the same period of
          2007;
          and amortization of intangible assets increased $154,411, or 368.80% to
          $196,280
          in the three months ended March 31, 2008 from $41,869 as of the same period
          of
          2007; and cost of direct sales offices were increased from null as of the
          three
          months ended March 31, 2007 to $84,787 as of the same period of
          2008.
  25
  The
          table
          below presents information about our operating expenses for the periods
          indicated:
 
 Three
                    Months Ended March 31,2008
                
                2007
                
                changeSelling
                    expenses
                
                $
                162,555
                
                $
                13,580
                
                
                1,097.02
                %General
                    & Administrative expenses
                
                $
                648,924
                
                $
                387,513
                
                
                67.46
                %Total
                    operating expenses
                
                $
                811,479
                
                $
                401,093
                
                
                102.32
                %
 
 **Net
          Income**
 
 Net
          income was $1,336,802 for the three months ended March 31, 2008, an increase
          of
          12.62% from $1,187,031 for the same period of 2007, The increase is primarily
          due to i) substantial net revenue increase, ii) sustained gross margin in
          spite of extremely volatile raw material prices; iii) partially offset
          by higher
          operating expenses and depreciation cost.
 
 **Cash
          and Cash Equivalents**
 
 Cash
          and
          Cash Equivalents increased to $6,456,669 as of the three months ended March
          31,
          2008, as compared to $5,820,100 as of the fiscal year ended December 31,
          2007.
          This increase was mainly due to slight increase of net income in the first
          quarter of 2008.
 
 **Accounts
          Receivable**
 
 Accounts
          Receivable increased 44.82% to $2,208,760 as of the three months ended
          March 31,
          2008, compared with $1,525,201 as of in the fiscal year ended December
          31, 2007.
          This increase in accounts receivable was primarily attributable to a substantial
          increase in workstation and new product-Automatic Medicine Dispensing and
          Packing System sales in the first quarter of 2008.
 
 **Inventory**
 
 Inventory
          consists of raw materials and finished goods. As of the three months ended
          March
          31, 2008, the recorded value of our inventory has increased 14.25% to $876,207
          from $766,933 as of the fiscal year ended December 31, 2007. This increase
          is
          mainly due to a increase in finished goods from $161,005 as of December
          31, 2007
          to $538,386 as of March 31, 2008, an increase of 234.39%. In addition raw
          materials decreased from $605,928 as of December 31, 2007 to $337,821 as
          of
          March 31, 2008, a decrease of 44.25%, which was due to increased sales
          and
          designed capacity.
 
 The
          table
          below presents information about our inventory for the periods
          indicated:
 
 Item
                
                March 31, 2008
                
                December 31,
                  2007
                
                changeRaw
                    material
                
                $
                337,821
                
                $
                605,928
                
                
                -44.25
                %Finished
                    goods
                
                $
                538,386
                
                $
                161,005
                
                
                234.39
                %Total
                
                $
                876,207
                
                $
                766,933
                
                
                14.25
                %
 
 **Accounts
          payable**
 
 Accounts
          payable amounted to $39,823 as of the three months ended March 31, 2008,
          a
          decrease of 83.81% from $245,917 as of the fiscal year ended December 31,
          2007.
          This decrease is mainly due to cash purchase raw material.
  26
  **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.
 
 On
          June
          6, 2007 in closing, we raised $6.7 million in gross proceeds through private
          placement offering of our series B convertible preferred stock. We received
          $4,976,335 in net proceeds after deducting placement agent discounts and
          commissions and payment of professional and other related expenses.
 
 **** As
          is
          customary in our industry, we provide payment terms to most of our customers
          that exceed terms that we receive from our suppliers. Therefore, the Company’s
          liquidity needs have generally consisted of working capital necessary to
          finance
          receivables and raw material inventory. Capital expenditures have historically
          been necessary to expand the production capacity of the Company’s manufacturing
          operations.
 
 The
          table
          below presents information about our cash flow for the periods
          indicated:
  Three Months Ended March 31,2008
                
                2007
                
                ChangeNet
                    cash provided by (used in) operating activities
                
                $
                2,595,228
                
                $
                357,219
                
                $
                2,238,009Net
                    cash provided by (used in) investing activities
                
                $
                (2,221,280
                )
                $
                33,645
                
                $
                -2,254,925Net
                    cash provided by (used in) financing activities
                
                $
                0
                
                $
                0
                
                $
                0Effect
                    of foreign currency translation on cash and cash
                    equivalents
                
                $
                262,621
                
                $
                -49,918
                
                $
                312,539cash
                    and cash equivalents at beginning of year
                
                $
                5,820,100
                
                $
                1,749,048
                
                $
                4,071,052Cash
                    and cash equivalents-end of year
                
                $
                6,456,669
                
                $
                2,089,994
                
                $
                4,366,675
 
 **Operating
          Activities**
 
 For
          the
          three months ended March 31, 2008, net cash provided by operating activities
          was
          $2,595,228. This was primarily attributable to our net income of $1,336,802,
          adjusted by an add-back of non-cash expenses mainly consisting of depreciation
          and amortization of $373,967 offset by a $884,459 increase in working capital.
          Specifically, the working capital increase was primarily due to i) a $620,159
          accounts receivable increase driven by revenue growth; ii)a $23,095 restricted
          cash decrease; iii) a $77,349 inventories increase, principally finished
          goods,
          to support planned expansion and sales growth; iv) a $964,951 decrease
          in
          advance to suppliers to buy raw materials; vi) a $54,282 decrease in prepayments
          , travel advances to directors and advances to employees, consisting primarily
          of prepayments for raw materials supplies in advance of shipment and working
          capital of direct sales office; partially offset by a $865,180 decrease
          in
          accounts payable, tax payable, loans from unrelated parties, amount due
          from a
          director, accrued liabilities, other payables, and accrued
          liabilities.
 
 **Investing
          Activities**
 
 For
          the
          three months ended March 31, 2008, net cash used in investing activities
          was
          $2,221,280 and was primarily attributable to i) a $939,630 capital expenditure
          for purchase of new plant and equipment; ii) a $1,281,650 capital expenditure
          for Deposit for acquisition of computer software.
 
 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 9 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.
 
 We
          have
          no off-balance sheet arrangements and have not entered into any transactions
          involving unconsolidated, limited purpose entities.
  **ITEM
          3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK.**
  N/A.
  **ITEM
          4T. CONTROLS AND PROCEDURES.**
 
 **Evaluation
          of Disclosure Controls and Procedures**
  Our
          management is responsible for establishing and maintaining a system of
          disclosure controls and procedures (as defined in Rule 13a-15(e)) under
          the
          Exchange Act) that is designed to ensure that information required to be
          disclosed by the Company in the reports that we file or submit under the
          Exchange Act is recorded, processed, summarized and reported, within the
          time
          specified in the Commission's rules and forms. Disclosure controls and
          procedures include, without limitation, controls and procedures designed
          to
          ensure that information required to be disclosed by an issuer in the reports
          that it files or submits under the Exchange Act is accumulated and communicated
          to the issuer's management, including its principal executive officer or
          officers and principal financial officer or officers, or persons performing
          similar functions, as appropriate to allow timely decisions regarding required
          disclosure.
  27
  Pursuant
          to Rule 13a-15(b) under the Exchange Act the Company carried out an evaluation
          with the participation of the Company’s management, including Liu Bo, the
          Company’s Chief Executive Officer (“CEO”) and Samuel Sheng, the Company’s Chief
          Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure
          controls and procedures (as defined under Rule 13a-15(e) under the Exchange
          Act)
          as of the three months ended March 31, 2008. Based upon that evaluation,
          the
          Company’s CEO and CFO concluded that the Company’s disclosure controls and
          procedures are effective to ensure that information required to be disclosed
          by
          the Company in the reports that the Company files or submits under the
          Exchange
          Act, is recorded, processed, summarized and reported, within the time periods
          specified in the SEC’s rules and forms, and that such information is accumulated
          and communicated to the Company’s management, including the Company’s CEO and
          CFO, as appropriate, to allow timely decisions regarding required
          disclosure.
  **Changes
          in internal controls**
  Our
          management, with the participation our Chief Executive Officer and Chief
          Financial Officer, performed an evaluation as to whether any change in
          our
          internal controls over financial reporting  occurred during the 2008
          Quarter ended March 31, 2008.  Based on that evaluation, our Chief
          Executive Officer and our Chief Financial Officer concluded that no change
          occurred in the Company's internal controls over financial reporting during
          the
          2008 Quarter ended March 31, 2008 that has materially affected, or is reasonably
          likely to materially affect, the Company's internal controls over financial
          reporting.
   28
  **PART
          II**
  **OTHER
          INFORMATION**
  **ITEM
          1 - LEGAL PROCEEDINGS**
  To
          our
          knowledge, there is no material litigation pending or threatened against
          us.
  **ITEM
          1A. RISK FACTORS**
  N/A
  **ITEM
          2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
  **None**
  **ITEM
          3 - DEFAULTS UPON SENIOR SECURITIES**
  To
          our
          knowledge, there is no material defaults upon senior securities.
  **ITEM
          4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS**
  **ITEM
          5 - OTHER INFORMATION**
  There
          were no matters required to be disclosed on Form 8-K during the first quarter
          ended March 31, 2007 which were not disclosed on such form.
  **ITEM
          6 - EXHIBITS.**
  **Exhibit**
                  **No.**
                
                **Description
                    of Exhibit**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.
  29
  **SIGNATURES**
  Pursuant
          to the requirements of the Securities Exchange Act of 1934, the registrant
          has
          duly caused this report to be signed on its behalf by the undersigned thereunto
          duly authorized.
  **DATE:
          June 27, 2008**
 
 **SUNWAY
                    GLOBAL, INC.**Dated:
                      June 27, 2008
                By:
                /s/*Liu
                    Bo*Liu
                    BoChief
                    Executive OfficerDated:
                      June 27, 2008
                By:
                /s/*Samuel Sheng*Samuel
                    ShengChief
                    Financial Officer
  30