SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): November 15, 2010
SUNWAY
GLOBAL INC.
(Exact
name of registrant as specified in charter)
Nevada
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
000-27159
(Commission File
Number)
|
65-0439467
(IRS Employer
Identification
No.)
|
Daqing
Hi-Tech Industry Development Zone
Daqing,
Heilongjiang, Post Code 163316
People’s
Republic of China
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 86-459-604-6043
Copies
to:
Marc
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit
Report or Completed Interim Review.
On
November 15, 2010, the management of the Registrant concluded that its financial
statements for the years ended December 31, 2007, 2008, and 2009, and the three,
six, and nine months ended March 31, June 30, and September 30, 2009 and 2010,
which are included in its Forms 10-K for the fiscal years ended December 31,
2007, 2008 and 2009, and its Forms 10-Q for the quarters ended March 31, June
30, and September 30, 2009 and 2010, respectively, do not properly account for
the following items as of September 30, 2010, in accordance with United States
generally accepted accounting principles, and, as a result, cannot be relied
upon.
1.
|
Classification
of the beneficial conversion feature of the warrants in the Company’s
shareholders’ equity accounts was calculated based upon incorrect account
estimates.
|
During
the course of internal evaluation, our accounting staff evaluated the Company’s
accounting treatment in our previously reported financial statements for the
year ended December 31, 2007 and concluded that the financial statements
required correction to properly classify certain shareholders’ equity
items.
We have
performed a complete assessment of our paid in capital and retained
earnings. The additional paid in capital was overstated by $4,855,640
for the fiscal year ended December 31, 2007 and is required to be adjusted down
while the retained earnings was understated by $4,855,640 and is required to be
adjusted up for the fiscal years ended December 31, 2007, 2008 and 2009. The
Company intends to amend its 10-Qs for the quarters ended March 31, June 30, and
September 30, 2009 and 2010 to make the necessary adjustments.
2.
|
According
to ASC 470-20-35-7 (c), the beneficiary conversion feature of convertible
preferred stock was $1,844,360 which should be amortized in 2007 and
recognized as a return to the preferred stock holders (analogous to a
dividend). The Company intends to amend Note 14 in the financial
statements contained in the Company’s Form 10-K for the fiscal
year ended December 31, 2007to reflect the treatment of the $1,844,360 as
similar to a dividend to the net profit for the year 2007 before the
calculation of earnings per share.
|
Management
of the Registrant will restate its financial statements for the fiscal years
ended December 31, 2007, 2008, and 2009 and the quarterly periods ended March
31, June 30, and September 30, 2009 and 2010 to restate all of such financial
statements to correct the errors noted above.
Management
has apprised the Company’s Board of Directors and has discussed the matters in
this Report with its independent auditors.
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 hereunto
duly authorized.
Date: January 13, 2011 | SUNWAY GLOBAL INC. | ||
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By:
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/s/
Bo Liu
|
|
Bo
Liu
|
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Chief
Executive Officer
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