8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 

Date of report (Date of earliest event reported): October 17, 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) 510-8338-6339

(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 1.01.Entry into a Material Definitive Agreement.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 17, 2008, China Wind Systems, Inc., a Delaware corporation (the “Company”), entered into a purchase agreement with Eos Holdings LLC for the sale of a 17.4% subordinated note, due six months from the date of issuance (the “Note”) in the principal amount of $575,000, for a purchase price of $575,000. Under the terms of the purchase agreement and the Note, the Company may prepay the Note, in whole or in part, at any time prior to the maturity date of the Note upon five (5) days’ oral or written notice to Eos Holdings.

As a condition to the sale of the Note, the purchase agreement requires that Eos Holdings exercise certain common stock purchase warrants having a total exercise price of not less than $175,000, at a per share exercise price of $.58. On October 17, 2008, Eos Holdings purchased the Note and exercised the warrants.

Payment of the Company’s obligations of the Note were initially secured by a pledge of and conversion right with respect to 959,000 shares (the “Pledged Shares”) of the Company’s common stock owned by Jianhua Wu, the Company’s chief executive officer and principal beneficial owner of common stock. The pledge and conversion right enables Eos Holdings to convert any or all of the principal amount of the Note into Pledged Shares at any time or from time to time until the Note shall be paid in full or until Eos Holdings shall have exercised the conversion right in full, at an initial conversion price of $.60 per share (the “Conversion Price”). The number of Pledged Shares to be delivered shall be determined by dividing the principal amount of the Note being converted by the Conversion Price, with any fractional shares to be rounded to the nearest whole share. The Pledged Shares shall be held in escrow.

On October 23, 2008, pursuant to a restated pledge and conversion right agreement, the number of Pledged Shares was increased to 1,437,500 shares of common stock and the Conversion Price was reduced to $0.40 per share.

In connection with the issuance of the Note, on October 17, 2008, the Company entered into a consulting agreement with Eos Asia Investments Ltd., an affiliate of Eos Holdings, for the provision of consulting services. Pursuant to the consulting agreement, the Company shall pay consulting fees at a rate of $31,662.50 per month until the Company repays the Note in full or until Eos Holdings LLC exercises its right to receive the Pledged Shares.

Assuming the Note is paid on the maturity date of April 20, 2009, the total payments made by the Company as interest on the Note and as consulting fees under the consulting agreement would total $240,000.

Item 3.02.Unregistered Sales of Equity Securities.

During the period from October 23, 2008 through the date of this filing, the Company entered into subscription agreements with certain investors for the private placement of an aggregate of 3,125,000 shares of the Company’s common stock, at a purchase price of $0.40 per share, for an aggregate purchase price of $1,250,000, which the Company had received as of October 27, 2008. The issuance of these securities was exempt from registration under Section 4(2) of the Securities Act. Each of the investors is either (a) an “accredited investor” as defined in Rule 501 of Securities and Exchange Commission under the Securities Act, or (b) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Act, and that such investor was acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that each Investor understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

Certain of the investors had previously signed subscription agreements for the purchase of shares at a price of $0.60 per share. These investors signed a restated subscription agreement that reflected the $0.40 per share purchase price.

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The following table sets forth information as to the investors, the number of shares purchased and the purchase price paid by the investors.

Investor	Shares Purchased		Purchase Price
Barron Partners LP		1,287,500	$	515,000
Strauss Asset Management		1,250,000		500,000
Ancora Greater China Fund LP		250,000		100,000
Eos Holdings LLC		250,000		100,000
Western Global LLC		87,500		35,000
Total		3,125,000	$	1,250,000

The Company may sell an additional 1,250,000 shares of common stock on the same terms and conditions.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

4.1	17.4% Subordinated Note, dated October 17, 2008.*
99.1	Purchase Agreement, dated October 17, 2008, by and between China Wind Systems, Inc. and Eos Holdings LLC.*
99.2	Consulting Agreement, dated October 17, 2008, by and between China Wind Systems, Inc. and Eos Asia Investments Ltd.*
99.3	Pledge and Conversion Right Agreement, dated October 17, 2008, by and between Jianhua Wu and Eos Holdings LLC.*
99.4	Form of Subscription Agreement, dated October __, 2008 for the sale of shares of common stock.*
99.5	Restated pledge and conversion right agreement dated as of October 23, 2008, by and between Jianhua Wu and Eos Holdings LLC**
99.6	Form of amended and restated subscription agreement**

* Previously filed

** Filed herewith

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SIGNATURE

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: October 27, 2008	China Wind Systems, Inc.
	By:	/s/ Adam Wasserman
		Adam Wasserman Chief Financial Officer

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EX-99.5

Exhibit 99.5

RESTATED PLEDGE AND CONVERSION RIGHT AGREEMENT

AGREEMENT made this 23th day of October, 2008, by and between Jianhua WU, whose address is c/o China Wind Systems, Inc., No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province, People’s Republic of China (“WU”), and Eos Holdings LLC, whose address is 2650 Highvale Drive, Las Vegas, NV 89134 (“Eos”).

W I T N E S S E T H:

WHEREAS, pursuant to a purchase agreement (the “Purchase Agreement”) dated the date of this Agreement between Eos and China Wind Systems, Inc., a Delaware corporation (the “Company”), of which WU is the chief executive office and principal stockholder, Eos purchased the Company’s 17.4% Subordinated Note due April 22, 2009 in the principal amount of $575,000; and

WHEREAS, in connection with the Note, WU has agreed to permit Eos to convert the Note as provided in this Agreement, and, to provide for such conversion, WU has delivered 1,437,500 shares of the Company’s common stock (the “Pledged Shares”) owned by him pursuant to an escrow agreement as hereinafter provided; and

WHEREAS, the Pledged Shares, together with a stock power, are to be held in escrow, but shall remain in the name of WU; and

WHEREAS, this Agreement shall amend and restate in its entirety the Pledge and Conversion Right Agreement executed on October 17, 2008;

WHEREFORE, the parties do hereby agree as follows:

1.Grant of Conversion Right.

(a)WU hereby grants to Eos the right to convert any or all of the principal amount of the Note into Pledged Shares at any time or from time to time until the Note shall be paid in full or until Eos shall have exercised the conversion right in full.

(b)Eos shall have the right to convert all or any portion of the principal amount of the Note into Pledged Shares at a conversion price of $0.40 per share (the “Conversion Price”). The number of Pledged Shares to be delivered shall be determined by dividing the principal amount of the Note being converted by the Conversion Price, with any fractional shares being rounded up if the fraction is ½ share or more and rounded down if the fraction is less than ½ share.

(c)The Pledged Shares shall be held in escrow with Sichenzia Ross Friedman Ference LLP, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement between WU, Eos and the Escrow Agent. WU and Eos understand that the Escrow Agent is counsel for the Company. The parties agree that the escrow agreement is hereby amended to increase the number of shares to be held in escrow to 1,437,500 shares.

(d)The number of Pledged Shares and the conversion price per share shall be subject to adjustment in the event of any stock split, dividend or distribution or any reverse split or combination of shares or any recapitalization.

2.Representations and Warranties of WU. WU hereby represents and warrants that the Pledged Shares are duly and validly authorized and issued, fully paid and non-assessable; WU has good and marketable title to all of the Pledged Shares free and clear of all liens and encumbrances other than as provided in this Agreement, and WU has full legal right, power and authority to pledge the Pledged Shares; the execution, delivery and performance by WU of this Agreement and the pledge of the Pledged Shares do not and will not result in any violation of any material agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to WU nor the performance with its obligations hereunder will make WU insolvent.

3.Voting Rights; Rights to Dividends and Distributions. All dividends and distributions payable or paid by the Company (other than dividends and distributions paid in shares of capital stock of the Company which shall be held in the same manner as the Pledged Shares with respect to which such shares are issued), excluding any liquidating distributions shall be paid to, and retained by WU, and WU shall have the right to vote the Pledged Shares.

4.Exercise of Conversion Right. Eos may exercise its conversion right pursuant to this Agreement by notice to WU and the Escrow Agent stating that the conversion right is being exercised as to some or all of the principal amount of the Note and setting forth the principal amount being converted.

5.Delivery of Pledged Shares to WU on Termination of this Agreement. This Agreement shall terminate when Note has been converted pursuant to this Agreement or when Eos shall have exercised its rights under this Agreement. Upon termination of this Agreement, all Pledged Shares remaining in escrow shall be delivered to WU.

6.Miscellaneous.

(a)This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York applicable to contracts executed and to be performed wholly within such State. The parties consent to the exclusive jurisdiction of the United States District Court for the Southern District of New York and Supreme Court of the State of New York in the County of New York in any action relating to or arising out of, this Agreement. Each party agrees that any process in any action commenced in such court under this Agreement may be served upon it personally, by certified or registered mail, return receipt requested, or by messenger or overnight courier service which obtains evidence of delivery or attempted delivery, with the same full force and effect as if personally served upon WU in New York City or Suffolk County, as the case may be. Each party hereby waives any claim that the jurisdiction of any such tribunal is not a convenient forum for any such action and any defense of lack of inpersonam jurisdiction with respect thereto.

(b)This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties.

(c)Each party hereby agrees, at its own expense, to execute and deliver, from time to time, any and all further, or other instruments, and to perform such acts, as the other party may reasonably request to effect the purposes of this Agreement and to secure to Eos the benefits conferred upon Eos by the terms of this Agreement.

(d)All requests, notices and other communications provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier or messenger service which obtains evidence of delivery or attempted delivery or sent by registered or certified mail (air mail if overseas), return receipt requested, or by facsimile transmission or similar means of communication if receipt is acknowledged or transmission is confirmed by mail as provided in this Paragraph 6(d). Notices shall be deemed to have been received on the date of personal delivery, or if sent by certified or registered mail, return receipt requested, shall be deemed to be delivered on the third business day after the date of mailing. Notices shall be sent to the parties at their addresses set forth in the beginning of this Agreement, or, if by telecopier, to WU at ( ) - , and to Eos at (917) 591-7787, or to such other address or telecopier number as either party shall designate in the manner provided in this Paragraph 6(d).

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(e)This Agreement constitutes the entire agreement of the parties as to the subject matter hereof, superseding any and all prior or contemporaneous oral or prior written agreements, letters of intent or understandings. This Agreement may not be amended or modified nor may any provision of this Agreement be waived except by an instrument which is designated as an amendment, modification or waiver hereof, refers to this Agreement and is signed by both parties in the case of an amendment or modification, and by the party granting the waiver in the case of a waiver.

(f)This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written.

/s/ Jianhua WU
Jianhua WU
EOS HOLDINGS LLC
By:	/s/ Jon Carnes
	Jon Carnes, Managing Member

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EX-99.6

Exhibit 99.6

Date: October , 2008

China Wind Systems, Inc.

No. 9 Yanyu Middle Road

Qianzhou Village, Huishan District, Wuxi City

Jiangsu Province, People’s Republic of China

Re:   Amended and Restated Subscription Agreement

Ladies and Gentlemen:

This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (the “Agreement”) amends and restates that certain Subscription Agreement made and entered into as of the ___^th day of October, 2008 (“Prior Agreement”) between China Wind Systems, Inc., a Delaware corporation (the “Company”), and thee undersigned (the “Subscriber”). The undersigned hereby subscribes for the number of Shares (the “Shares”) of common stock, par value $.001 per share (“Common Stock”), of China Wind Systems, Inc., a Delaware corporation (the “Company”), as are set forth on the signature page of this Agreement, at a purchase price of $0.40 per share. The total purchase price for the Shares is set forth on the signature page of this Agreement.

1.This Agreement, to the extent that it is inconsistent with any other instrument or understanding among the parties, shall supersede such instrument or understanding to the fullest extent permitted by law. A copy of this Agreement shall be filed at the Company’s principal office.

2.The Company represents and warrants to the Subscriber that the issuance of the Shares has been duly authorized and reserved for issuance and when issued pursuant to this Agreement upon payment of the purchase price of the Shares, will be validly issued, fully paid and non-assessable.

3.The Company is offering 3,500,000 shares of Common Stock at a purchase price of $0.40 per share on a best efforts basis, with no minimum number of Shares being sold. As a result, the Subscriber understands that it is possible that the Company will not receive any proceeds from the sale of Shares other than the purchase price of the Shares previously sold by the Company and the purchase price of the Shares being purchased by the Subscriber. The payment of the purchase price shall be made by wire transfer to the Company in accordance with the wire transfer instructions set forth in Exhibit A to this Agreement, and the Company will have the Shares issued as soon as practical thereafter.

4. The Subscriber hereby represents, warrants, covenants and agrees as follows:

(a)The Subscriber understands that the offer and sale of the Shares is being made only by means of this Agreement. The Subscriber understands that the Company has not authorized the use of, and the Subscriber confirms that he is not relying upon, any other information, written or oral, other than material contained in this Agreement and in material that has been publicly filed with the Securities and Exchange Commission (the “Commission”). The Subscriber is aware that the purchase of the Shares involves a high degree of risk and that the Subscriber may sustain, and has the financial ability to sustain, the loss of her entire investment, understands that no assurance can be given that the Company will be profitable in the future, that the Company may need additional financing and that the failure of the Company to raise additional funds when required may have a material adverse effect upon its business. Furthermore, in subscribing for the Shares, the Subscriber acknowledges that he or she is not relying upon any projections or any statements of any kind relating to future revenue, earnings, operations or cash flow in purchasing the Shares.

(b)The Subscriber understands that the Company has entered into a purchase agreement with Eos Holdings LLC on October 17, 2008 for the sale of a 17.4% subordinated note, due six months from the date of issuance (the “Note”) in the principal amount of $575,000, for a purchase price of $575,000, as disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on October 22, 2008. The Subscriber has read and understands the disclosures made in such Form 8-K.

(c)The Subscriber represents to the Company that the Subscriber is an accredited investor within the meaning of Rule 501 of the Commission under the Securities Act and she understands the meaning of the term “accredited investor.” The Subscriber further represents that the Subscriber has such knowledge and experience in financial and business matters as to enable the Subscriber to understand the nature and extent of the risks involved in purchasing the Shares. The Subscriber is fully aware that such investments can and sometimes do result in the loss of the entire investment. The Subscriber has engaged her own counsel and accountants to the extent that she deems it necessary.

(d)All of the information provided by the Subscriber in his or her Confidential Investor Questionnaire is true and correct in all material respects.

(e)The Subscriber is acquiring the Shares pursuant to this Agreement for investment and not with a view to the sale or distribution thereof, for the Subscriber’s own account and not on behalf of others; has not granted any other person any interest or participation in or right or option to purchase all or any portion of the Shares; is aware that the Securities are restricted securities within the meaning of Rule 144 of the Commission under the Securities Act, and may not be sold or otherwise transferred other than pursuant to an effective registration statement or an exemption from registration; and understands and agrees that the certificates for the Shares shall bear the Company’s standard investment legend. The Subscriber understands the meaning of these restrictions.

(f)The Subscriber will not transfer any Shares except in compliance with all applicable federal and state securities laws and regulations, and, in such connection, the Company may request an opinion of counsel reasonably acceptable to the Company as to the availability of any exemption.

(g)The Subscriber represents and warrants that no broker or finder was involved directly or indirectly in connection with the Subscriber’s purchase of the Shares pursuant to this Agreement. The Subscriber shall indemnify the Company and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of the Subscriber’s warranty contained in this Section 4(f).

(h)The Subscriber understands that she has no registration rights with respect to the Shares.

(i)The Subscriber represents and warrants that the address set forth on the signature page is his or her true and correct address, and understands that the Company will rely on this representation in making filings under state securities or blue sky laws.

(j)The Subscriber understands that the Company may reject the Subscriber’s subscription if the Subscriber is not an accredited investor.

5.The proceeds from the sale of the Shares shall be used for the completion of Phase I, with the assets being acquired by the WFOE that is engaged the forged products business.

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6.(a) This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and prior written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by all parties with respect to a modification or amendment or the party granting the waiver with respect to a waiver. No course of conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

(b)All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, mail or messenger against receipt thereof or sent by registered or certified mail, return receipt requested, or by facsimile transmission or similar means of communication if receipt is confirmed. Notices shall be deemed to have been received on the date of delivery or attempted personal delivery if sent by registered or certified mail, by messenger or by an overnight courier services which provides evidence of delivery or attempted delivery, of if sent by telecopier, upon the date of receipt provided that receipt is acknowledge by the recipient. Notices shall be sent to the parties at their respective addresses set forth on the signature page of this Agreement. A copy of any notice to the Company shall be sent to Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32^nd floor, New York, New York 10006, Attention Asher S. Levitsky P.C., telecopier: (212) 930-9725, e-mail: alevitsky@srff.com. Any party may, by like notice, change the address, person or telecopier number to which notice shall be sent.

(c)This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements executed and to be performed wholly within such State, without regard to any principles of conflicts of law. Each of the parties hereby (i) irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement may be brought in the federal or state courts located in the County of New York in the State of New York, (ii) by execution and delivery of this Agreement, irrevocably submits to and accepts the jurisdiction of said courts, (iii) waives any defense that such court is not a convenient forum, and (iv) consent that any service of process may be made (x) in the manner set forth in Section 6(b) of this Agreement (other than by telecopier or e-mail), or (y) by any other method of service permitted by law.

(d)This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

(e)This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document.

(f)The representations, warranties and covenants set forth in this Agreement or in any other writing delivered in connection therewith shall survive the issuance of the Shares.

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Please confirm your agreement with the foregoing by signing this Agreement where indicated.                

  Number of Shares Subscribed for: _____________________   Total Purchase Price: $ _____________________ Very truly yours,   _________________________________________ [Name of Subscriber]     By: ______________________________________ Name: Title:

The undersigned is an accredited investor pursuant to Item  of Exhibit B.

Address: _________________________________________________________________

Telecopier Number: ____________________________________

e-mail: _________________________________________

Social Security or Taxpayer ID No.: ____________________________

Accepted this      day of , 2008

CHINA WIND SYSTEMS, INC.

By: _________________________________________

Adam Wasserman

Chief financial officer

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Exhibit 99.6
 

Exhibit A

Wire Transfer Instructions

[wire instructions]

A- 1

Exhibit B

A Subscriber who meets any one of the following tests is an accredited investor:

(a)The Subscriber is an individual who has a net worth, or joint net worth with the Subscriber’s spouse, of at least $1,000,000.

(b)The Subscriber is an individual who had individual income of more than $200,000 (or $300,000 jointly with the Subscriber’s spouse) for the past two years, and the Subscriber has a reasonable expectation of having income of at least $200,000 (or $300,000 jointly with the Subscriber’s spouse) for the current year.

(c)The Subscriber is an officer or director of the Company.

(d)The Subscriber is a bank as defined in section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity.

(e)The Subscriber is a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934.

(f)The Subscriber is an insurance company as defined in section 2(13) of the Securities Act.                   

(g)The Subscriber is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act.

(h)The Subscriber is a small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.

(i)The Subscriber is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

(j)The Subscriber is a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.

(k)The Subscriber is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

(l)The Subscriber is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Commission under the Securities Act.

B- 1

(m)The Subscriber is an entity in which all of the equity owners are accredited investors (i.e., all of the equity owners meet one of the tests for an accredited investor).

If an individual investor qualifies as an accredited investor, such individual may purchase the

Shares in the name of his or her individual retirement account (“IRA”).

B- 2