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): August 12, 2008

CHINA WIND SYSTEMS, INC.

(Exact name of registrant as specified in Charter)

Delaware	33-16335	74-2235008
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

No. 9 Yanyu Middle Road

Qianzhou Village, Huishan District, Wuxi City

Jiangsu Province, People’s Republic of China

(Address of Principal Executive Offices)

(86) 51083397559

(Registrant’s Telephone number)

Copies to:

Asher S. Levitsky PC

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Phone: (212) 981-6767

Fax: (212) 930 - 9725

E-mail: alevitsky@srff.com

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

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 August 12, 2008, China Wind Systems, Inc., a Delaware corporation (the “Company”), announced its plans to host a conference call on August 15, 2008, to discuss its results for the second quarter ended June 30, 2008. Copies of the Company’s press release announcing the conference call and the press release announcing its guidance are attached hereto as Exhibits 99.1 and 99.2, respectively.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On August 18, 2008, China Wind Systems, Inc., a Delaware corporation (the “Company”), made a presentation to various institutional investors during the week of August 18, 2008. A copy of the PowerPoint presentation is attached hereto as Exhibit 99.3.

The Company is furnishing the information in this Current Report on Form 8-K and in Exhibit 99.3 to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1	Press Release, dated August 12, 2008.
99.2	Press Release, dated August 15, 2008.
99.3	PowerPoint Presentation, dated August 19, 2008.

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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: August 19, 2008	China Wind Systems, Inc.
	By:	/s/ Adam Wasserman
		Adam Wasserman
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

China Wind Systems Announces Conference Call to Discuss Second Quarter 2008 Results Tuesday August 12, 1:31 pm ET

WUXI, Jiangsu, China, Aug. 12 /Xinhua-PRNewswire-FirstCall/ -- China Wind Systems, Inc. (OTC Bulletin Board: CWSI - News), ("China Wind Systems" or the "Company") which supplies high-precision components to the wind power industry and industrial equipment to the textile industry in China, announced today that it will conduct a conference call at 11:00 a.m. Eastern Time on Friday, August 15, 2008 to discuss its second quarter 2008 results.

Joining Mr. Adam Wasserman, Chief Financial Officer of China Wind Systems, will be Mr. Jay Wang, Senior Vice President, Finance and Mr. Yan Hua, Vice President, Operations. The Company plans to make an earnings announcement prior to the call.

To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: 888- 482-0024. International callers should dial 617-801-9702, conference passcode: 11974157.

If you are unable to participate in the call at this time, a replay will be available for 14 days starting on August 15 at 12:00 p.m. Eastern Time. To access the replay, dial 888-286-8010, international callers dial 617-801-6888, and enter passcode 49472964.

About China Wind Systems, Inc.

China Wind Systems supplies high-precision components to the wind power industry and industrial equipment to the textile and energy industries in China. With its newly finished state-of-the-art production facility, the Company is expected soon to significantly increase its shipment of high- precision rolled rings and other essential components to the wind power and other industries.

For more information on the Company, visit http://www.chinawindsystems.com . Information on the Company's Web site or any other Web site does not constitute a portion of this release.

Safe Harbor Statement

This release contains certain "forward-looking statements" relating to the business of the Company and its subsidiary companies. These forward looking statements are often identified by the use of forward-looking terminology such as "believes, expects" or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its Web site (http://www.sec.gov ). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

For more information, please contact:

Company Contact:

Mr. Jay Wang, Senior Vice President, Finance

China Wind Systems, Inc.

Tel: +1-917-838-5277

Email: jay.wang@chinawindsystems.com

Web site: http://www.chinawindsystems.com

Investor Relations Contact:

Mr. Crocker Coulson, President

CCG Investor Relations

Tel: +1-646-213-1915 (NY Office)

Email: crocker.coulson@ccgir.com

Web site: http://www.ccgir.com

2

EX-99.2

Exhibit 99.2

China Wind Systems, Inc. Reports Strong Second Quarter 2008Results Friday August 15, 8:00 am ET

Gross profit increased 108.6% year-over-year; Net income rose 99.8% year-over-year

WUXI, Jiangsu, China, Aug. 15 /Xinhua-PRNewswire-FirstCall/ -- China Wind Systems, Inc. (OTC Bulletin Board: CWSI - News; "China Wind Systems" or the "Company"), supplies forged rolled rings to the wind power and other industries and industrial equipment to the textile and energy industries in China. With its newly finished state-of-the-art production facility, the Company plans to use the additional capacity to significantly increase its shipment of high-precision rolled rings and other essential components to the wind power and other industries. The Company today announced its financial results for the second quarter ended June 30, 2008.

Second Quarter 2008 Highlights and Recent Events

• Net revenues increased 150.7% year-over-year to $11.2 million

• Gross profit increased 108.6% year-over-year to $2.8 million

• Net income increased to $1.4 million, or $0.02 per diluted share

• Revenue from the forging of rolled rings for the wind power and other industries grew to $4.1 million. During the comparable quarter of 2007, the company was in the start-up phase of this business, generating revenue of $0.03 million.

• Improved corporate governance with the addition of two independent directors

• The Company was added to First Trust Global ISE Wind Energy Index Fund “FAN”

• Began installation of equipment for its phase one expansion

"We are very pleased with the exceptional growth reflected in our second quarter results, particularly the increase in our wind-related revenue as we execute on our long-term strategy to seek to become a leading component supplier to the wind power industry in China. Net revenue generated from the forging of rolled rings for the wind power and other industries accounted for $4.1 million, or 36.5% of net revenues, during the quarter. In the first half of the year, revenue from the sale of forged rolled rings to the wind power industry accounted for $2.6 million, whereas one year ago we were in the start-up phase of this business," said Mr. Jianhua Wu, chairman and CEO of China Wind Systems. "Our new manufacturing facility is scheduled to come online in October 2008, and will allow us to manufacture essential wind-power components internally, including larger forged rolled rings, gear rims, flanges and shafts."

Second Quarter 2008 Results

Total net revenues for the second quarter of 2008 totaled $11.2 million, up 150.7% from $4.5 million in the three month period ended June 30, 2007. The increase in total revenue was attributable to increases from both segments: dyeing and finishing equipment and forged rolled rings and electric power equipment. Revenues from dyeing and finishing equipment increased 50.8% to $6.5 million from $4.3 million a year ago, attributable to continued strong sales of the Company's equipment to the textile industry. Revenues from the forged rolled ring and electric power equipment segment increased to $4.7 million due to strong demand from the wind power and other industries for the Company's forged rings. In the comparable quarter of 2007, the Company was in the start-phase of this segment and its revenue was nominal.

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Gross profit for the second quarter of 2008 was $2.8 million, an increase of 108.6% from $1.3 million for the three months ended June 30, 2007. Gross margin was 24.7% for the second quarter of 2008, compared to 29.7% for the prior year period. Gross margin for the dyeing and finishing equipment segment was 25.9%, down from 31.45% a year ago due to higher raw material costs for steel and other metals used to manufacture dye machines. Gross margins from forged rolled rings and electrical power generating equipment was 23.1%. The Company had negative gross margins for the three months ended June 30, 2007, since sales of the forged rolled rings were nominal and the Company was in a start-up phase for all aspects of this segment.

Operating expenses were $0.7 million in the second quarter of 2008, compared to $0.3 million a year ago. This was due to higher selling, general and administrative expenses from increased professional fees associated with being a public company, and higher payroll and related benefits. Depreciation and amortization expenses also increased due to increases in equipment and the amortization of recently acquired land use rights.

Operating income for the second quarter of 2008 totaled $2.0 million, a 99.0% increase from $1.0 million for the same period of the prior year.

Net income for the second quarter of 2008 was $1.4 million, or $0.02 per diluted share, compared with $0.7 million, or $0.02 per diluted share, in the second quarter of 2007. Earnings per share were calculated using a diluted weighted share count of 65.7 million shares for the second quarter of 2008 and 36.6 million shares for the second quarter of 2007. The increase in weighted average shares includes the impact of the Company's Series A convertible preferred shares and warrants.

Six Months Results

For the first half of 2008, revenues increased to $19.6 million, up 128.5% from $8.6 million in the corresponding period of 2007. Gross profit increased 106.5% to $4.9 million in the first six months of 2008, versus $2.4 million in the same period one year ago. Gross margin was 25.2% in the first half of 2008 compared to 27.8% during the first half of 2007. Operating income in the first half of 2008 rose 83.9% to $3.5 million compared to $1.9 million in the first half of 2007. Net loss attributable to common shareholders was $2.7 million, or $0.07 per fully diluted share, compared to net income available to common shareholders of $1.3 million, or $0.04 per fully diluted share, in the first half of 2007. For the six months ended June 30, 2008, net loss attributable to common shareholders included a deemed preferred stock dividend of $2.9 million which had the effect of reducing our net income available to common stockholders. Non-GAAP adjusted net income available to common shareholders, which is computed by adding back the non-cash items related to the amortization of debt discount to interest expense and the deemed preferred dividend, was $2.4 million, or $0.06 per fully diluted share.

 

2

Financial Condition

As of June 30, 2008, the Company had cash and cash equivalents of $2.3 million and working capital of $5.8 million. Accounts receivable were $4.0 million. At June 30, 2008, the Company had $1.0 million in short-term loans payable and stockholders' equity of $29.5 million.

Business Outlook

China Wind Systems is in the process of installing the equipment related to its phase one expansion, including a ring-rolling mill and a 4,500-ton press to produce rolled rings up to 6.3 meters in diameter with cross sections measuring up to 700mm. Upon completion of the equipment installation, the Company expects to be capable of manufacturing forged products such as rolled rings, flanges and gear rims used in up to five megawatt (MW) wind turbine units, as well as shafts used in 1 MW to 3 MW wind turbine units. The designed annual capacity of the Company's phase one expansion is 40,000 tons of rolled rings, flanges, shafts and gear rims.

"We expect to produce prototypes of our forged products for potential wind power customers in September 2008 and hope to secure sizable contracts upon successful inspection and acceptance of our prototype products," said Mr. Wu. "Based on our 12 years of experience in manufacturing industrial equipment, we believe we have the technical expertise to meet the high-standards required by our potential customers. We are confident that we have the strategy in place to take advantage of the wind-power equipment market in China, which industry analysts expects to reach USD8.59 Billion in three years," concluded Mr. Wu.

Based on the Company's strong fundamentals, in 2008 China Wind Systems expects $40.0 million in revenues and $7.0 million in net income after a 25% tax rate, or $0.11 per share, based on 61.7 million weighted average diluted shares in 2008. The Company expects to produce 20,000 tons of forged products in 2009, generating up to $40 million in revenues from the sale of forged products.

Use of Non-GAAP Financial Measures

GAAP results for the six months ended June 30, 2008 include a one-time, non-cash interest expense related to the amortization of debt discount in the amount of $2.3 million, and a non-cash deemed preferred stock dividend in the amount of $2.9 million. Because these charges are non-cash charges which result from the nature of our private placement in November, the Company believes that the non-GAAP information is useful to supplement the Company's condensed consolidated financial statements. A reconciliation of the adjustments to GAAP results appears in the table accompanying this press release. This additional non-GAAP information is not meant to be considered as a substitute for GAAP financials. The non-GAAP financial information that the Company provides also may differ from the non-GAAP information provided by other companies.

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About China Wind Systems, Inc.

China Wind Systems supplies forged rolled rings to the wind power and other industries and industrial equipment to the textile and energy industries in China. With its newly finished state-of-the-art production facility, the Company is expected soon to significantly increase its shipment of high- precision rolled rings and other essential components primarily to the wind power and other industries. For more information on the Company, visit http://www.chinawindsystems.com . Information on the Company's Web site or any other Web site does not constitute a portion of this release.

Safe Harbor Statement

This release contains certain "forward-looking statements" relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as "believes, expects" or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website ( http://www.sec.gov ). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

-Financial Tables Follow-

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CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three						For the Six
	Months Ended						Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
NET REVENUES	$	11,182,950		$	4,459,972		$	19,630,024		$	8,589,182
COST OF SALES		8,419,505			3,135,450			14,692,331			6,197,569
GROSS PROFIT		2,763,445			1,324,522			4,937,693			2,391,613
OPERATING EXPENSES:
Depreciation and amortization		141,568			67,464			219,588			139,268
Selling, general and administrative		589,420			235,951			1,205,988			342,942
Total Operating Expenses		730,988			303,415			1,425,576			482,210
INCOME FROM OPERATIONS		2,032,457			1,021,107			3,512,117			1,909,403
OTHER INCOME (EXPENSE):
Interest income		4,011			180			9,644			281
Interest expense		(18,753	)		(13,366	)		(2,278,447	)		(21,414	)
Debt issuance costs		--			--			(21,429	)		--
Total Other Income (Expense)		(14,742	)		(13,186	)		(2,290,232	)		(21,133	)
INCOME BEFORE INCOME TAXES		2,017,715			1,007,921			1,221,885			1,888,270
INCOME TAXES		606,531			301,670			1,060,562			600,254
NET INCOME		1,411,184			706,251			161,323			1,288,016
DEEMED PREFERRED DIVIDEND		--			--			(2,884,062	)		--
NET INCOME (LOSS)AVAILABLE TO COMMONSHAREHOLDERS	$	1,411,184		$	706,251		$	(2,722,739	)	$	1,288,016
COMPREHENSIVEINCOME:
NET INCOME	$	1,411,184		$	706,251		$	161,323		$	1,288,016
OTHER COMPREHENSIVE INCOME:
Unrealized foreign currency translation		605,039			141,135			1,612,284			224,296
COMPREHENSIVE INCOME	$	2,016,223		$	847,386		$	1,773,607		$	1,512,312
NET INCOME (LOSS) PER COMMON SHARE:
Basic	$	0.04		$	0.02		$	(0.07	)	$	0.04
Diluted	$	0.02		$	0.02		$	(0.07	)	$	0.04
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		38,036,208			36,577,704			37,760,355			36,577,704
Diluted		65,712,820			36,577,704			37,760,355			36,577,704

 

5

CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,
	2008		2007
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,274,524	$	5,025,434
Accounts receivable, net of allowancefor doubtful accounts		4,037,060		2,158,412
Inventories, net of reserve for obsolete inventory		2,992,334		1,929,796
Advances to suppliers		332,707		938,331
Prepaid expenses and other		124,051		378,429
Total Current Assets		9,760,676		10,430,402
PROPERTY AND EQUIPMENT - Net		8,802,673		6,525,986
OTHER ASSETS:
Deposit on long-term assets - related party		5,993,550		10,863,706
Deposit on long-term assets		2,725,487		--
Intangible assets, net of accumulated amortization		6,127,043		502,634
Investment in cost method investee		--		34,181
Due from related parties		47,581		139,524
Total Assets	$	33,457,010	$	28,496,433
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loans payable	$	1,018,656	$	820,333
Convertible debt, net of discount ondebt		--		3,261,339
Accounts payable		1,841,809		1,845,769
Accrued expenses		191,201		198,542
VAT and service taxes payable		225,417		434,839
Advances from customers		83,226		77,357
Due to related party		--		98,541
Income taxes payable		617,448		508,407
Total Current Liabilities		3,977,757		7,245,127
STOCKHOLDERS' EQUITY:
Series A convertible preferred ($0.001par value; 60,000,000 shares authorized;14,028,189 and 0 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively)		14,028		--
Common stock ($0.001 par value;150,000,000 shares authorized;39,656,241 and 37,384,295 shares issued and outstanding at June 30,2008 and December 31, 2007,respectively)		39,657		37,385
Additional paid-in capital		12,810,998		3,488,896
Retained earnings		13,235,643		16,074,270
Statutory reserve		421,360		305,472
Other comprehensive gain - cumulative foreign currency translation adjustment		2,957,567		1,345,283
Total Stockholders' Equity		29,479,252		21,251,306
Total Liabilities and Stockholders'
Equity	$	33,457,010	$	28,496,433

 

6

CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended
	June 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	161,323		$	1,288,016
Adjustments to reconcile net incomefrom operations to net cash provided by operating activities:
Depreciation and amortization		389,684			299,451
Amortization of debt discount to interest expense		2,263,661			--
Amortization of debt offering costs		21,429			--
Increase in allowance for doubtful accounts		170,024			133,693
Increase in reserve for inventory obsolescence		--			71,853
Stock based compensation expense		75,000			--
Changes in assets and liabilities:
Accounts receivable		(1,860,346	)		(1,706,864	)
Inventories		(911,684	)		580,971
Prepaid and other current assets		235,398			71,321
Advances to suppliers		647,106			(860,923	)
Accounts payable		(137,507	)		781,112
Accrued expenses		3,085			(6,938	)
VAT and service taxes payable		(230,670	)		461,352
Income taxes payable		74,150			603,112
Advances from customers		864			1,231,834
NET CASH PROVIDED BY OPERATING ACTIVITIES		901,517			2,947,990
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in due from related parties		98,058			(3,523,139	)
Proceeds from sale of cost-methodinvestee		35,348			--
Deposit on long-term assets - related party		(88,783	)		--
Deposit on long-term assets		(2,648,096	)		--
Purchase of property and equipment		(2,126,847	)		(7,740	)
NET CASH USED IN INVESTING ACTIVITIES		(4,730,320	)		(3,530,879	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		141,390			258,736
Proceeds from exercise of warrants		854,340			--
Payments on related party advances		(101,905	)		--
NET CASH PROVIDED BY FINANCING ACTIVITIES		893,825			258,736
EFFECT OF EXCHANGE RATE ON CASH		184,068			6,182
NET DECREASE IN CASH		(2,750,910	)		(317,971	)
CASH - beginning of year		5,025,434			421,390
CASH - end of period	$	2,274,524		$	103,419
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	35,505		$	21,414
Income taxes	$	1,169,603		$	--
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Deemed preferred dividend reflected in paid-in capital	$	2,884,062		$	--
Convertible debt converted to series Apreferred stock	$	5,525,000		$	--
Deposit on long-term assets -relatedparty reclassified to intangible assets	$	5,500,030		$	--
Series A preferred converted to commonshares	$	759		$	--

 

7

 

CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS AND DILUTED EPS

	For the Six Months ended June 30,2006
	2008						2007
	Net			Diluted			Net		Diluted
	Income			EPS			Income		EPS
Adjusted Amount of Net Income available to CommonShareholders	$	2,446,413		$	0.06			8,016		4
Adjustment
Interest expenses related to amortization of conversion of convertible debt to common stock (1)		2,263,661			0.06			--		--
Amortization of debt issuance costs (2)		21,429			0.00
Deemed preferred dividend (3)		2,884,062			0.08
Amount per consolidated statement of operations	$	(2,722,739	)	$	(0.07	)	$	1,288,016	$	0.04

(1) One-time, non-cash interest expenses related to amortization of debt discount to interest expense, Q1 2008

(2) Amortization related to debt issuance

(3) One-time non-cash deemed preferred dividend related to issuance of stock warrants upon conversion of convertible debt to series A preferred stock Weighted average diluted shares, 61,666,621 for six months ended June 30,2008 and 36,577,704 for six months ended June 30, 2007

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For more information, please contact:

Company Contact:

Mr. Jay Wang

Senior Vice President, Finance

China Wind Systems, Inc.

Tel: +1-917-838-5277

Email: jay.wang@chinawindsystems.com

Web: http://www.chinawindsystems.com

Investor Relations Contact:

Mr. Crocker Coulson

President

CCG Investor Relations

Tel: +1-646-213-1915 (NY Office)

Email: crocker.coulson@ccgir.com

Web: http://www.ccgir.com

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EX-99.3