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 16, 2010

CHINA WIND SYSTEMS, INC.

(Exact name of registrant as specified in Charter)

Delaware	001-34591	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, 32nd 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 16, 2010, the Company announced its results of operations for the quarter ended June 30, 2010.  A copy of the Company’s August 16, 2010 press release is attached hereto as Exhibit 99.1.

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 Exhibit 99.3, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued by China Wind Systems, Inc., dated August16, 2010.

2

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 17, 2010		China Wind Systems, Inc.
	By:	/s/ Jianhua Wu
		Jianhua Wu
		Chief Executive Officer

3

EX-99.1

Exhibit 99.1

China Wind Systems, Inc. Reports Second Quarter 2010 Results

-- Second quarter 2010 revenues increased 39.7% to $19.0 million

-- Net income increased 69.8% to $3.0 million, or $0.12 per diluted share

Press Release Source: China Wind Systems, Inc. On Monday August 16, 2010, 7:30 am EDT

WUXI, Jiangsu, China, Aug. 16 /PRNewswire-Asia-FirstCall/ -- China Wind Systems, Inc. (Nasdaq:CWS - News), ("China Wind Systems" or the "Company"), a leading supplier of forged rolled rings and other forged components to the wind power and other industries and industrial equipment primarily to the textile industry in China, today announced its financial results for the second quarter and the six months ended June 30, 2010.

    Second Quarter 2010 Highlights and Recent Events

    -- Net revenue increased 39.7% year over year to $19.0 million

    -- Revenue from the sale of forged products to the wind power and other industries increased 40.5% year over year to $13.8 million, or 72.5% of net revenues

    -- Revenue from the sale of forged products exclusively to the wind power industry increased 152.1% year over year to $9.2 million, or 48.4% of net revenue

    -- Operating income increased 59.4% year over year to $4.0 million

    -- Earnings before interest, taxes, depreciation and amortization (EBITDA) increased 46.4% year over year  to $4.7 million

    -- Net income increased 69.8% to $3.0 million, or $0.12 per diluted share

    -- In July 2010, the Company delivered the first customer shipment of its Electro-Slag Remelted (ESR) forged products

"During the quarter, our forged products continued to experience strong growth, led by a significant increase in demand from our wind power customers," commented Mr. Jianhua Wu, Chairman and CEO of China Wind Systems, Inc. "In addition, we are currently in final stages of negotiations with a number of wind power component clients to supply shafts and other forged products in the second half of 2010. We believe wind power is becoming an economically viable source of clean and renewable energy, promotes energy conservation and reduces carbon emissions in China, and we believe that the Chinese government will continue to extend strong support to this sector. We plan to leverage on what we see as our competitive edge in the industry to strengthen our market position."

Second Quarter 2010 Results

Net revenue for the second quarter of 2010 increased 39.7% to $19.0 million, compared to $13.6 million in the same period of 2009. The increase was primarily due to strong sales growth of forged rolled rings and related components for the wind power industry segment, as well as strong improvement in the dyeing and finishing equipment segment, which was offset by a decline in sales of forged rolled rings and other components to other industries. Revenue from the sale of forged rolled rings to the wind power industry and other industries grew 40.5% to $13.8 million, or 72.5% of net revenue, compared to $9.8 million, or 72.0% of net revenue, in the same period last year. Revenue from the sale of forged rolled rings exclusively to the wind power industry rose 152.1% to $9.2 million, representing 48.4% of net revenue, compared to $3.6 million, or 26.8% of net revenues in the comparable period last year. Revenue from the sale of forged rolled rings to other industries decreased by 25.6% to $4.6 million, or 24.1% of net revenue, compared with $6.1 million for the comparable period of the prior year. Revenue from the Company's dyeing and finishing equipment segment increased 37.6% to $5.2 million, or 27.5% of net revenues, compared to $3.8 million, or 28.0% of net revenue, for the second quarter of 2009. The dyeing and finishing equipment segment improved year over year, reflecting both the effects of the Chinese government's recent support for the textile industry in China and the recovery of the Chinese economy from the global economic downturn.

4

Gross profit for the second quarter of 2010 increased 60.3% to $5.0 million, compared to $3.1 million for the same period in the prior year. Gross margin increased 3.3 percentage points to 26.2%, compared to 22.9% for the same period in 2009. Gross margin for the Company's forged rolled rings and other components and dyeing and finishing equipment were 28.3% and 20.7% respectively during the second quarter of 2010 compared to 23.2% and 22.1% respectively during the same quarter last year. The increase in gross margin for forged rolled rings and other components segment was largely attributable to improved operational efficiency as the Company increased capacity utilization during the quarter compared to the same period of fiscal 2009. The 1.4 percentage points decline in gross margin for the Company's dyeing and finishing equipment segment was due to reduction of sales price due to stronger competition in the textile industry in China.

Operating expenses increased 64.1% to $1.0 million, compared to $0.6 million in the comparable period last year, as a result of higher selling, general, and administrative expenses related increased payroll expenses, stock-based compensation, and professional fees.

Operating income increased 59.4% to $4.0 million, compared to $2.5 million for the same period in 2009. Operating margin increased 2.6 percentage points to 21.1%, compared to 18.5% in the second quarter last year.

EBITDA, a non-GAAP measurement, rose 46.4% to $4.7 million, compared to $3.2 million in the same period last year. The reconciliation of EBITDA to net income is discussed below.

Net income increased 69.8% to $3.0 million, compared to $1.8 million in the comparable period last year. Diluted earnings per share were $0.12, compared to $0.08 in the same period of 2009. Diluted earnings per share were calculated using weighted average shares of 25,210,214 and 21,256,154 for the three months ended June 30, 2010 and June 30, 2009, respectively.

Six months Results

For the first half of 2010, revenues increased to $35.8 million, up 67.0% from $21.4 million in the corresponding period of 2009. Gross profit increased 99.8% to $9.4 million, compared to $4.7 million in the same period one year ago. Gross margin in the first half of 2010 was 26.2%, up 4.3 percentage points from 21.9% during the corresponding period in 2009. Operating income increased 96.5% to $6.9 million from $3.5 million. EBITDA, a non-GAAP measurement, rose 86.7% to $8.2 million, compared to $4.4 million in the same period last year. Net income was $5.0 million, or $0.20 per diluted share, 104.8% increase from $2.4 million or $0.12 per diluted share.

Financial Condition

As of June 30, 2010, China Wind Systems held cash and cash equivalents of $1.4 million, accounts receivable of $6.6 million, and working capital of $4.9 million. The Company had $1.0 million in short-term loans payable, no long-term debt and stockholders' equity stood at $52.5 million.

In the first half of 2010, the Company generated $6.5 million in operating cash flow and spent $8.0 million in capital expenditures, primarily for property and equipment related to the Company's ESR production line.

Business Outlook

In response to growing demand for the Company's forged products for the wind industry, China Wind Systems plans to add an additional small-scale production line to complement its current forging facility and support strong order flow. The Company is in final stage of negotiations with a number of wind power component clients to supply shafts and other forged products in the second half of 2010.

5

"We have received positive feedback on our ESR and forged products and heightened interest from a number of potential wind energy clients, some of whom received trial products from us," commented Mr. Wu. "In the short term, we plan to add a new fabrication machine to meet the customization requirements by our clients. Our ESR production line has quickly ramped up to full utilization during the third quarter of 2010, and we plan on expanding ESR production as we receive orders from new customers. We anticipate significant growth in demand for our ESR products as they gain wide acceptance among wind power component manufacturers. With the Chinese government's recently announced commitment to invest RMB 5.0 trillion (or $737.5 billion) in new energy, we believe the wind energy sector in China will continue to flourish."

The Company reaffirms its 2010 financial guidance estimating revenues to be in the range of $76.5 million to $85.0 million, EBITDA, a non-GAAP measurement, is expected to be in the range of $22.7 million to $25.2 million and net income is anticipated to be between $15.5 million and $16.3 million

The Company anticipates stronger demand for both its traditional forged products and ESR forged products in 2010, as management expects stronger sales of precision forged products used in large wind turbines. The Company anticipates revenue contributed by its wind industry segment will increase by approximately 75% year over year to $35 million.

Conference Call

China Wind Systems will conduct a conference call at 9:00 a.m. Eastern Time on Monday, August 16, 2010 to discuss results for the second quarter of fiscal 2010. To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: (877) 359-2891. International callers should dial (702) 224-9578. When prompted, please enter conference passcode: 935 38 714.

If you are unable to participate in the conference call at this time, a replay will be available for 14 days starting on August 16, 2010 at 10:00 a.m. ET. To access the replay, dial (800) 642-1687. International callers dial (706) 645-9291, and enter passcode: 935 38 714.

About China Wind Systems, Inc.

China Wind Systems supplies precision forged components such as rolled rings, shafts and flanges to the wind power and other industries and industrial equipment primarily to the textile industry in China. With its newly finished state-of-the-art production facility, the Company has increased its production and 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.

Use of Non-GAAP Financial Information

To supplement the Company's consolidated financial statements presented on a GAAP basis, the Company has provided non-GAAP financial information, namely earnings before interest, taxes, depreciation and amortization (EBITDA). The Company's management believes that this non-GAAP measure provides investors with an understanding of how the results relate to the Company's historical performance. The non-GAAP information is not meant to be considered in isolation or as a substitute for GAAP financials. A reconciliation of each non-GAAP measures appear below:

6

China Wind Systems, Inc. and Subsidiaries

Reconciliation of Net Income to EBITDA

(USD)

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2010		2009		2010		2009
Net income from consolidated statement of income	$	3,023,657	$	1,780,535	$	4,970,194	$	2,426,593
Income tax expense		1,007,823		701,494		1,918,116		1,038,155
Interest expense(net of interest income)		17,016		175,960		90,691		199,401
Depreciation and amortization		637,623		543,620		1,243,887		740,318
EBITDA		4,686,119		3,201,609		8,222,888		4,404,467

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 (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 --

7

CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
NET REVENUES	$	18,977,274		$	13,584,030		$	35,817,956		$	21,444,897
COST OF REVENUES		14,000,017			10,479,370			26,424,004			16,743,588
GROSS PROFIT		4,977,257			3,104,660			9,393,952			4,701,309
OPERATING EXPENSES:
Depreciation		78,060			83,393			161,015			160,923
Selling, general and administrative		894,805			509,408			2,296,181			1,010,356
Total Operating Expenses		972,865			592,801			2,457,196			1,171,279
INCOME FROM OPERATIONS		4,004,392			2,511,859			6,936,756			3,530,030
OTHER INCOME (EXPENSE):
Interest income		1,478			98			2,722			328
Interest expense		(18,494	)		(176,058	)		(93,413	)		199,729	)
Foreign currency loss		(5,042	)		--			(6,901	)		(11	)
Grant income		49,146			146,130			49,146			146,130
Debt issuance costs		--			--			--			(12,000	)
Total Other Income (Expense)		27,088			(29,830	)		(48,446	)		(65,282	)
INCOME BEFORE INCOME TAXES		4,031,480			2,482,029			6,888,310			3,464,748
INCOME TAXES		1,007,823			701,494			1,918,116			1,038,155
NET INCOME	$	3,023,657		$	1,780,535		$	4,970,194		$	2,426,593
COMPREHENSIVE INCOME:
NET INCOME	$	3,023,657		$	1,780,535		$	4,970,194		$	2,426,593
OTHER COMPREHENSIVE INCOME:
Unrealized foreign currency translation gain		208,813			3,253			216,083			44,793
COMPREHENSIVE INCOME	$	3,232,470		$	1,783,788		$	5,186,277		$	2,471,386
NET INCOME PER COMMON SHARE:
Basic	$	0.17		$	0.12		$	0.29		$	0.16
Diluted	$	0.12		$	0.08		$	0.20		$	0.12
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		17,574,225			15,080,436			17,414,400			15,034,768
Diluted		25,210,213			21,256,154			25,193,516			20,207,770

8

CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2010		December 31,2009
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,380,956	$	2,278,638
Notes receivable		192,404		329,492
Accounts receivable, net of allowance for doubtful accounts		6,651,052		6,046,422
Inventories, net of reserve for obsolete inventory		3,468,206		2,232,264
Advances to suppliers		378,857		450,507
Prepaid VAT on purchases		711,533		378,543
Prepaid expenses and other		66,977		213,835
Total Current Assets		12,849,985		11,929,701
PROPERTY AND EQUIPMENT - net		43,824,230		36,863,501
OTHER ASSETS:
Land use rights, net		3,701,682		3,729,427
Total Assets	$	60,375,897	$	52,522,629
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loans payable	$	1,028,112	$	2,040,111
Accounts payable		5,071,713		3,404,521
Accrued expenses		353,914		556,662
VAT and service taxes payable		81,029		25,284
Advances from customers		321,755		143,261
Income taxes payable		1,053,011		1,018,514
Total Current Liabilities		7,909,534		7,188,353
STOCKHOLDERS' EQUITY:
Preferred stock $0.001 par value (60,000,000 shares authorized, all of which  were designated as as series A convertible preferred, 14,934,264 and 15,419,088 shares issued and outstanding; at June 30, 2010 and December 31, 2009,respectively)		14,934		15,419
Common stock ($0.001 par value; 150,000,000 shares authorized; 17,639,787 and 16,402,204 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively)		17,640		16,402
Additional paid-in capital		24,277,813		22,332,756
Retained earnings		23,565,231		18,595,037
Statutory reserve		1,252,980		1,252,980
Accumulated other comprehensive gain - foreign currency translation adjustment		3,337,765		3,121,682
Total Stockholders' Equity		52,466,363		45,334,276
Total Liabilities and Stockholders' Equity	$	60,375,897	$	52,522,629

9

CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended
	June 30,
	2010			2009
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,970,194		$	2,426,593
Adjustments to reconcile net income from operations to net cash provided by operating activities:
Depreciation		1,200,642			697,127
Amortization of debt discount to interest expense		44,993			16,997
Amortization of land use rights		43,245			43,191
Increase in allowance for doubtful accounts		223,333			143,620
Interest expense related to debt conversion		--			128,489
Stock-based compensation expense		345,386			119,612
Changes in assets and liabilities:
Notes receivable		137,942			(131,584	)
Accounts receivable		(800,348	)		(1,891,180	)
Inventories		(1,221,872	)		(621,840	)
Prepaid value-added taxes on purchases		(330,132	)		(234,142	)
Prepaid and other current assets		147,299			(50,602	)
Advances to suppliers		73,262			(5,964	)
Due from related party		--			438,389
Accounts payable		1,646,567			403,527
Accrued expenses		(203,916	)		82,146
VAT and service taxes payable		55,425			(97,497	)
Income taxes payable		30,102			131,045
Advances from customers		177,212			426,134
NET CASH PROVIDED BY OPERATING ACTIVITIES		6,539,334			2,024,061
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(7,980,484	)		(2,849,156	)
NET CASH USED IN INVESTING ACTIVITIES		(7,980,484	)		(2,849,156	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		--			1,133,612
Repayment of loans payable		(1,061,556	)		--
Proceeds from exercise of warrants		1,600,000			83,111
NET CASH PROVIDED BY FINANCING ACTIVITIES		538,444			1,216,723
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS		5,024			585
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(897,682	)		392,213
CASH AND CASH EQUILAVENTS - beginning of year		2,278,638			328,614
CASH AND CASH EQUIVALENTS - end of period	$	1,380,956		$	720,827
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	50,563		$	46,443
Income taxes	$	1,888,014		$	921,760

10

    For more information, please contact:

    Company Contact:

      Ms. Teresa Zhang

     Chief Financial Officer

      China Wind Systems, Inc.

      Tel:   +1-877-224-6696 x705

      Email: teresa.zhang@chinawindsystems.com

      Web:   http://www.chinawindsystems.com

    Investor Relations Contact:

      Mr. Athan Dounis

      Account Manager

      CCG Investor Relations

      Tel:   +1-646-213-1916 (NY Office)

      Email: athan.dounis@ccgir.com

11