-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UMYg0cm3VeFXj0uyCpmzaG9dof8cTj0wt6wWjNNsUU799V1GFqVoEKjH5GEJiNpp tL/o53y3etGKuwDOLzBVGQ== 0001019056-08-000227.txt : 20080213 0001019056-08-000227.hdr.sgml : 20080213 20080213073317 ACCESSION NUMBER: 0001019056-08-000227 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sunway Global Inc. CENTRAL INDEX KEY: 0001096840 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 650439467 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56735 FILM NUMBER: 08600886 BUSINESS ADDRESS: STREET 1: C/O DAQING SUNWAY TECHNOLOGY CO., LTD. STREET 2: DAQING HI-TECH INDUSTRY DEVELOPMENT ZONE CITY: DAQING, HELONGJIANG, STATE: F4 ZIP: 163316 BUSINESS PHONE: 3056666565 MAIL ADDRESS: STREET 1: C/O DAQING SUNWAY TECHNOLOGY CO., LTD. STREET 2: DAQING HI-TECH INDUSTRY DEVELOPMENT ZONE CITY: DAQING, HELONGJIANG, STATE: F4 ZIP: 163316 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REALTY & MORTGAGE INC DATE OF NAME CHANGE: 20051121 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL RESIDENTIAL PROPERTIES NV INC DATE OF NAME CHANGE: 20010412 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REHAB PROPERTIES NV INC DATE OF NAME CHANGE: 20000216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 sunwayglobal_13da1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Sunway Global Inc. ------------------ (Name of Issuer) Common Stock, par value $0.0000001 per share -------------------------------------------- (Title of Class of Securities) 86800G105 --------- (CUSIP Number) Vision Capital Advisors, LLC 20 West 55th Street, 5th Floor New York, NY 10019 Attention: Antti Uusiheimala Tel: 212.849.8225 ----------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2008 ---------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) Page 1 of 7 pages CUSIP No.: 86800G105 NAME OF REPORTING PERSON 1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Adam Benowitz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,989,374 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,989,374 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,989,374 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.3% 14 TYPE OF REPORTING PERSON IN Page 2 of 7 pages CUSIP No.: 86800G105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Opportunity Master Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,989,374 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,989,374 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,989,374 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.3% 14 TYPE OF REPORTING PERSON CO Page 3 of 7 pages CUSIP No.: 86800G105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,989,374 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,989,374 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,989,374 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.3% 14 TYPE OF REPORTING PERSON IA Page 4 of 7 pages EXPLANATORY NOTE This Amendment No. 1 (this "Statement") amends the Schedule 13D relating to Sunway Global Inc., a Nevada corporation (formerly known as National Realty & Mortgage, Inc.) (the "Issuer"), originally filed on November 2, 2007 by and on behalf of Vision Opportunity Master Fund, Ltd. (the "Fund") and certain of its affiliates (the "Existing Schedule 13D"). References in the Existing Schedule 13D to the par value of Issuer's Common Stock is hereby amended from $0.001 to $0.0000001. In addition, Item 4 of the Existing Schedule 13D is hereby supplemented and Items 1 and 5 of the Existing Schedule 13D are hereby replaced in their entirety, as follows: ITEM 1. Security and Issuer. The class of equity securities to which this Statement relates is the common stock, par value $0.0000001 per share (the "Common Stock"), of Sunway Global Inc., a Nevada corporation (the "Company" or the "Issuer"), with its principal executive offices located at Daqing Hi-Tech Industry Development Zone, Daqing, Heilongjiang, Post Code 163316, People's Republic of China. ITEM 4. Purpose of Transaction. Reverse Split As of February 7, 2008, pursuant to a Certificate of Amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Nevada the Issuer (i) changed its corporate name to "Sunway Global Inc." and (ii) effected a 1-for-86.3035 reverse stock split whereby every 86.3035 issued and outstanding shares of common stock of the Issuer was automatically combined into and became one fully paid and nonassessable share of Common Stock (the "Reverse Split"). In addition, as a result of the Reverse Split, each share of the Issuer's Series A Preferred Stock was automatically converted into sixty (60) shares of Common Stock. The Fund's 7,990 shares of Series A Preferred Stock automatically converted into 479,400 shares of Common Stock. ITEM 5. Interest in Securities of the Issuer. (a) The Fund directly beneficially owns 4,989,374 shares of Common Stock (consisting of 626,958 shares owned outright and 4,362,416 shares issuable upon exercise of the Series J Warrants described in Item 4, which shares can be acquired within 60 days), representing 27.3% of all of the issued and outstanding shares of Common Stock. The Investment Manager and Mr. Benowitz may each be deemed to beneficially own the shares of Common Stock held by the Fund. Each disclaims beneficial ownership of such shares. The amounts set forth in this response are based on the 13,935,464 shares of Common Stock outstanding as of as of February 7, 2008, as reported by the Issuer's transfer agent on February 7, 2008. (b) The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 4,989,374 shares of Common Stock reported herein. (c) Other than as set forth in Item 4 above, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, in the last sixty (60) days. (d) Not applicable. Page 5 of 7 pages (e) Not applicable. Page 6 of 7 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 2008 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: ADAM BENOWITZ ---------------------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and as a Director of the Fund Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----