8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2011

CLEANTECH INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-35002	98-0516425
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

C District, Maoshan Industry Park, Tieling Economic Development Zone, Tieling, Liaoning Province, China	112616
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (86) 0410-6129922

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:

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 2.02.  Results of Operations and Financial Condition

On February 22, 2011, CleanTech Innovations, Inc. issued a press release announcing its financial results for the fiscal year ended December 31, 2010.

A copy of the press release is furnished as Exhibit 99.99 to this report and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits

Exhibit	Description
99.99	Press Release, “CleanTech Innovations, Inc. Reports Record 2010 Financial Results, Announces $50.68 Million Order Backlog for 2011 Product Delivery,” dated February 22, 2011

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.

		CLEANTECH INNOVATIONS, INC.
		(Registrant)
Date:	February 22, 2011	By:	/s/ Bei Lu
		Name:	Bei Lu
		Title:	Chief Executive Officer

EX-99.99

Exhibit 99.99

CleanTech Innovations, Inc. Reports Record 2010 Financial Results, Announces $50.68 Million Order Backlog for 2011 Product Delivery

·   Record 2010 Revenue of $22.29 million, an increase of 716% compared to 2009

·   Record 2010 Net Income of $4.22 million, an increase of 408% compared to 2009

·   $50.68 million order backlog in 2011 for wind towers delivery to some of China’s largest power companies

·   Anticipates winning additional wind tower supply contracts in 2011

·   Management and insider share lockup through December 2013

NEW YORK, February 22, 2011 /PRNewswire/ -- CleanTech Innovations, Inc. (Nasdaq:CTEK - News),a U.S. company and a market leader in China's clean technology solutions in the wind energy industry, announced 2010 audited financial results for the fiscal year ended December 31, 2010.

Financial Highlights:

Record 2010 Revenue:

Record revenue of $22.29 million, an increase of $19.56 million or 716% compared to $2.73 million in 2009. Significant revenue increase was due to market entry into high margin wind tower manufacturing business in early 2010 and winning of significant wind tower supply contracts through some of China's largest power companies.

Record 2010 Net Income:

Net income for the year ended December 31, 2010, increased to $4.22 million from $0.83 million for the year ended December 31, 2009. The increase in net income was attributable to the increased sales of our products.

2011 Backlog:

Currently, CleanTech has signed contracts and received orders totaling $50.68 million (including VAT tax) for 2011 product delivery. CleanTech anticipates fulfilling these orders as well as receiving new orders in fiscal year 2011.

Completed $20 Million Financing in December 2010

In December 2010, CleanTech completed a $20 million bridge financing in a combination of long-term debt and equity through institutional investors. The successful financing enabled CleanTech to expand its product backlog significantly and positioned CleanTech for potentially strong results in 2011, anticipated to be the best year of financial performance in CleanTech's corporate history.

Management Comments and Outlook:

Bei Lu, Chairman & CEO of CleanTech, commented: "CleanTech is very pleased with its outstanding performance in 2010 as we expanded into the fast-growing and highly profitable wind tower manufacturing business. We experienced vibrant and strong customer demand from China's largest power companies. CleanTech is in a strong financial position to continue bidding on new contract opportunities and anticipates winning additional wind tower supply contracts throughout 2011. The entire management team and company insiders voluntarily locked up their shares for 3 years through at least December 2013. CleanTech management's fundamental interest is totally aligned with those of our public shareholders. We look forward to delivering a year of record earnings growth in 2011 for our shareholders."

About CleanTech Innovations, Inc

CleanTech Innovations, Inc. (Nasdaq:CTEK - News) is a U.S. public company with its primary operations in China. CleanTech designs and manufactures high performance clean technology products that promote renewable energy generation, energy savings and pollution reduction. CleanTech's products include wind turbine towers, bellows expansion joints and pressure vessels, which are broadly used in the wind power, steel, coking, petrochemical, high voltage electricity transmission and thermoelectric industries. CleanTech's longstanding customers include China Guodian, Huaneng Power, Sinosteel and other industrial companies.

Safe Harbor Statement

All statements in this press release that are not historical are forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. There can be no assurance that actual results will not differ from the company's expectations. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect CleanTech's current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated. Potential risks and uncertainties include, but are not limited to, the risks described in CleanTech's filings with the Securities and Exchange Commission.

Corporate Contact

Mr. Jason Li

Corporate Communications

CleanTech Innovations, Inc.

Tel: 011-86- 157-1403-7180

Email: investors@ctiproduct.com

Website: www.ctiproduct.com

CLEANTECH INNOVATIONS, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2010 AND 2009

	2010		2009
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	13,308,568	$	1,295,145
Restricted cash		281,569		-
Accounts receivable, net		13,988,139		1,320,899
Other receivables and deposits		775,871		550,469
Retentions receivable		105,911		57,088
Prepayments		233,904		-
Advances to suppliers		852,518		11,245
Inventories		2,440,591		169,707
Notes receivable		75,498		-
Total current assets		32,062,569		3,404,553
NON CURRENT ASSETS:
Long term investment		90,597		87,872
Retentions receivable		2,460,202		63,234
Prepayments		315,392		254,940
Construction in progress		-		2,326,460
Property and equipment, net		10,721,944		52,864
Land use right and patents, net		3,645,622		3,536,894
Total non current assets		17,233,757		6,322,264
TOTAL ASSETS	$	49,296,326	$	9,726,817
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,960,401	$	518,392
Other payables and accrued expenses		465,662		747,759
Unearned revenue		252,903		202,812
Short term loans		3,865,493		3,221,932
Taxes payable		921,767		466,593
Advance from shareholder		302,305		-
Short term payable, net of unamortized interest		369,937		-
Total current liabilities		8,138,468		5,157,488
NON CURRENT LIABILITIES:
Advance from shareholder		255,796		-
Long term loan		10,000,000		-
Long term payable, net of unamortized interest		1,217,241		-
Total Liabilities		19,611,505		5,157,488
CONTINGENCY AND COMMITMENTS
STOCKHOLDERS' EQUITY:
Preferred stock, $0.00001 par value, 100,000,000 shares		-		-
authorized, no shares issued and outstanding as of
December 31, 2010 and 2009, respectively
Common stock, $0.00001 par value, 100,000,000 shares		250		151
authorized, 24,963,322 and 15,122,000 shares issued and
outstanding as of December 31,  2010 and 2009, respectively
Paid in capital		20,514,442		358,939
Statutory reserve fund		890,122		393,578
Accumulated other comprehensive income		1,030,432		289,383
Retained earnings		7,249,575		3,527,278
Total stockholders' equity		29,684,821		4,569,329
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	49,296,326	$	9,726,817

CLEANTECH INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2010 AND 2009

	2010			2009
Net sales	$	22,291,095		$	2,730,954
Cost of goods sold		15,811,154			1,301,400
Gross profit		6,479,941			1,429,554
Operating expenses
Selling		348,960			62,088
General and administrative		1,736,761			365,172
Total operating expenses		2,085,721			427,260
Income from operations		4,394,220			1,002,294
Non-operating income (expense)
Interest income		7,566			464
Interest expense		(425,325	)		(129,760	)
Other income		3,190			-
Other expenses		(42,894	)		-
Subsidy income		1,230,815			240,465
Total non-operating income		773,352			111,169
Income before income tax		5,167,572			1,113,463
Income tax expense		(948,731	)		(282,098	)
Net Income		4,218,841			831,365
Foreign currency translation		741,049			3,841
Comprehensive Income	$	4,959,890		$	835,206
Basic weighted average shares outstanding		18,841,531			15,122,000
Diluted weighted average shares outstanding		19,135,111			15,122,000
Basic earnings per share	$	0.22		$	0.05
Diluted earnings per share	$	0.22		$	0.05

CLEANTECH INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2010 AND 2009

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,218,841		$	831,365
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization		251,208			75,019
Stock options		168,842			-
Allowance for accounts receivable		8,692			-
(Increase) decrease in assets:
Restricted cash		(275,463	)		-
Accounts receivable		(12,361,137	)		(1,320,357	)
Retentions receivable		(2,389,100	)		(120,273	)
Notes receivable		(73,861	)		-
Other receivables, deposits and prepayments		(489,110	)		(805,014	)
Advances to suppliers		(822,688	)		(11,240	)
Inventories		(2,216,487	)		(168,401	)
Increase (decrease) in liabilities:
Accounts payable		1,395,002			517,521
Other payables and accrued expenses		(298,079	)		(182,719	)
Unearned revenue		42,848			202,729
Taxes payable		431,139			415,664
Net cash used in operating activities		(12,409,353	)		(565,706	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction in process		-			(1,245,742	)
Acquisition of property & equipment		(5,884,286	)		(52,581	)
Acquisition of intangible assets		(75,401	)		-
Long term investment		-			(87,353	)
Net cash used in investing activities		(5,959,687	)		(1,385,676	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term loans		10,000,000			3,220,612
Advance from shareholder		545,999			-
Proceeds from short term loans		11,042,802			-
Repayment of short term loans		(10,511,005	)		-
Contribution by shareholders		2,132,732			-
Issuance of common stock for cash		17,050,203			-
Net cash provided by financing activities		30,260,731			3,220,612
EFFECT OF EXCHANGE RATE CHANGE ON CASH & EQUIVALENTS		121,732			60
NET INCREASE IN CASH & EQUIVALENTS		12,013,423			1,269,290
CASH & EQUIVALENTS, BEGINNING OF YEAR		1,295,145			25,855
CASH & EQUIVALENTS, END OF YEAR	$	13,308,568		$	1,295,145
Supplemental Cash flow data:
Income tax paid	$	1,216,021		$	14,883
Interest paid	$	616,458		$	129,274