S-1

As Filed with the Securities and Exchange Commission on September 28, 2007

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

CHINA ARCHITECTURAL ENGINEERING, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of incorporation or organization) 8711 (Primary Standard Industrial Classification Number) 51-05021250 (I.R.S. Employer Identification Number)

105 Baishi Road

Jiuzhou West Avenue

Zhuhai 519070

People’s Republic of China

0086-756-8538908

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

Luo Ken Yi

105 Baishi Road

Jiuzhou West Avenue

Zhuhai 519070

People’s Republic of China

0086-756-8538908

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to

Thomas J. Poletti, Esq.

Katherine J. Blair, Esq.

Kirkpatrick & Lockhart Preston Gates Ellis LLP

10100 Santa Monica Blvd., 7th Floor

Los Angeles, California 90067

Telephone (310) 552-5000

Facsimile (310) 552-5001

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-138603

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Price per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock, $.001 par value per share	157,550	$3.50	$551,425	$16.93

(1)	Includes 20,550 shares of common stock for which the underwriters have the option to purchase to cover over-allotments, if any.
(2)	Based on the proposed offering price for the shares of common stock offered hereby.
(3)	Calculated under Rule 457(o) of the Securities Act of 1933.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATION AND INCORPORATION

OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the "Commission") by China Architectural Engineering, Inc., a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Company's Registration Statement on Form S-1 (Registration No. 333-138603), which was declared effective by the Commission on September 27, 2007.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

All exhibits filed with or incorporated by reference in Registration Statement No. 333-138603 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following which are filed herewith:

Exhibit
Number	Document
5.1	Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP
23.1	Consent of Samuel H. Wong & Co., LLP
23.2	Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibit 5.1)
24.1*	Power of Attorney

______________

* Incorporated by reference to Registration Statement on Form S-1 (file no. 333-138603).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 28, 2007.

	China Architectural Engineering, Inc.
By:	/s/ Luo Ken Yi
	Luo Ken Yi
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

SIGNATURE	TITLE	DATE
/s/ Luo Ken Yi	Chief Executive Officer, Chief Operating Officer and Chairman of the Board (Principal Executive Officer)	September 28, 2007
Luo Ken Yi
/s/ Wang Xin	Chief Financial Officer (Principal Financial and Accounting Officer)	September 28, 2007
Wang Xin
/s/ Tang Nianzhong	Vice General Manager and Director	September 28, 2007
Tang Nianzhong
/s/ Ye Ning	Vice General Manager and Director	September 28, 2007
Ye Ning
/s/ Zheng Jinfeng	Director	September 28, 2007
Zheng Jinfeng
/s/ Zhao Bao Jiang	Director	September 28, 2007
Zhao Bao Jiang
/s/ Kelly Wang	Director	September 28, 2007
Kelly Wang

INDEX TO EXHIBITS

Exhibit
Number	Document
5.1	Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP
23.1	Consent of Samuel H. Wong & Co., LLP
23.2	Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibit 5.1)
24.1*	Power of Attorney

______________

* Incorporated by reference to Registration Statement on Form S-1 (file no. 333-138603).

EX-5.1

[LETTERHEAD OF KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP]

September 28, 2007

China Architectural Engineering, Inc.

105 Baishi Road

Jiuzhou West Avenue

Zhuhai 519070

People’s Republic of China

Attention: Luo Ken Yi

Re: Registration Statement on Form S-1 Registration for Sale of 157,550 Shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel for China Architectural Engineering, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-1, filed under Rule 462(b) (the “Registration Statement”) with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement incorporates by reference the contents of the Company’s Registration Statement on Form S-1 (File No. 333-138603), which was declared effective by the Commission on September 27, 2007. The Registration Statement covers the underwritten public offering of up to 157,550 shares of the Company’s Common Stock (the "Additional Shares"), par value $0.001 per share (the "Common Stock"), including up to 20,550 shares of Common Stock which may be offered to cover over-allotments, if any. As used in this opinion letter the term “IPO Prospectus” refers to the IPO Prospectus as defined in the Registration Statement in the form first filed with the Commission following the Effective Time pursuant to Rule 424(b) of the rules and regulations under the Securities Act and the term “Effective Time” means the date and the time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, is declared effective by the Commission.

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of this opinion, we have examined the Registration Statement, the Company’s Certificate of Incorporation and Bylaws, each as amended to date, and the corporate action of the Company that provides for the issuance of the Additional Shares and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a Fact Certificate from an officer of the Company.

China Architectural Engineering, Inc.

September 28, 2007

Page 2

We have made assumptions that are customary in opinions of this kind, including the assumptions of the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have not verified any of those assumptions.

Our opinion set forth below is limited to the Delaware General Corporation Law (the “DGCL”). We are not licensed to practice law in the State of Delaware and, accordingly, our opinions as to the DGCL are based solely on a review of the official statutes of the State of Delaware and the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such statutes and provisions. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any other jurisdiction or the local laws of any jurisdiction.

Based upon and subject to the foregoing, it is our opinion that the 157,550 Additional Shares have been duly authorized and when issued and paid for as described in the Registration Statement, will be, validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the related IPO Prospectus. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Yours truly,

/s/  KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP

KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to your disclosure of our audit report dated March 9, 2007 as to the years 2006, 2005 and 2004 on the consolidated financial statements of China Architectural Engineering, Inc. as of and for the years ended December 31, 2006, 2005, and 2004, in the Registration Statement of China Architectural Engineering, Inc. on Form S-1.

For the purpose of the aforesaid Form S-1, we also consent to the reference of our firm as "Experts" under the 'Experts' caption, which, in so far as applicable to our firm means accounting experts.

South San Francisco, California September 28, 2007 /s/ Samuel H. Wong & Co., LLP                    Samuel H. Wong & Co., LLP Certified Public Accountants