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): November 14, 2007

CHINA ARCHITECTURAL ENGINEERING, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33709	51-05021250
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

105 Baishi Road, Jiuzhou West Avenue, Zhuhai 519070
People’s Republic of China	N/A
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code:	0086-756-8538908

N/A

(Former Name or Former Address, If Changed Since Last Report)

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 2.02Results of Operations and Financial Condition.

On November 14, 2007, China Architectural Engineering, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2007.

A copy of the November 14, 2007 press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

Item 7.01Regulation FD Disclosure.

On November 14, 2007, China Architectural Engineering, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2007.

A copy of the November 14, 2007 press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

The information reported under Items 2.02 and 7.01 in this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Press Release dated November 14, 2007

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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:November 14, 2007	CHINA ARCHITECTURAL ENGINEERING, INC.
	By:	/s/ Luo Ken Yi
	Name:	Luo Ken Yi
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 14, 2007

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EX-99.1

FOR FURTHER INFORMATION:

AT INVESTOR RELATIONS INTL:

Zachary Bryant

Senior Vice President and Account Group Manager

Ph: 818-382-9718

zbryant@irintl.com

FOR IMMEDIATE RELEASE

NOVEMBER 14, 2007

CHINA ARCHITECTURAL ENGINEERING REPORTS SHARP INCREASE IN REVENUES AND EARNINGS FOR THIRD QUARTER 2007

EPS RISES 50% YEAR-OVER-YEAR ON 90% RISE IN REVENUES AND INCREASING MARGINS, LOWER SG&A RATIOS

ZHUHAI, CHINA and LOS ANGELES, November 14, 2007 - China Architectural Engineering, Inc. (CAE) (AMEX: RCH),which specializes in thedesign, engineering, fabrication and installation of high-end curtain wall systems, today reported record financial results for the third quarter and nine months ended September 30, 2007.

Revenues for the third quarter ended September 30, 2007 totaled a record $27.1 million, up 90% from $14.2 million in the third quarter of 2006. Net income for the third quarter of 2007 was a record $3.1 million, or $0.06 per fully diluted share, up 50% on a per-share basis from $1.5 million, or $0.04 per fully diluted share, in the third quarter of 2006.

For the nine months ended September 30, 2007, revenues were a record $61.0 million, up 47% from $41.4 million in the first nine months of 2006. Net income for the first nine months of 2007 was a record $9.1 million, or $0.18 per fully diluted share, up 20% on a per-share basis from $6.4 million, or $0.15 per fully diluted share, in the first nine months of 2006. Earnings for the third quarter and nine month period were negatively impacted by charges of $756,516 and $1,236,481, respectively, relating to the Company’s issuance in April 2007 of $10 million of variable rate convertible bonds.

Operating Income Rises 155%

The gains in net income were driven in part by widening gross margins, which rose to 24% in the third quarter of 2007 from 22% a year earlier. For the first nine months of 2007, gross margin was 28%, up from 27% in the first nine months of 2006. Selling, general and administrative (SG&A) expenses also fell as a percentage of revenues, to 6.9% in the third quarter of 2007 from 8.9% in the third quarter of 2006. SG&A ratios also fell for the first nine months, to 7.3% in 2007 from 8.4% in 2006.

Operating income in the third quarter of 2007 rose 161%, to $4.7 million from $1.8 million in the third quarter of 2006. In the first nine months of 2007, operating income rose 65% to $12.5 million from $7.6 million a year earlier.

On the balance sheet, CAE’s cash and cash equivalents as of September 30, 2007 totaled $4.1 million. This was an increase of 92% from $2.1 million on December 31, 2006. Long-term debt totaled $7.0 million as of September 30, 2007, up from $2.6 million at the end of 2006. Most of the increase was due to the addition of $9.7 million in liabilities through the issue of convertible bonds and warrants.

“These outstanding results for the third quarter and first nine months of 2007 clearly indicate that CAE is solidifying its position in the construction industry,” said Ken Yi Luo, China Architectural Engineering's Chairman and CEO. “As China’s building boom continues, CAE’s installations are playing a prominent role in creating a distinctive identity for the nation’s new showcase structures. We also expect our strong reputation in China, along with our growing portfolio of projects, to spur our expansion in East Asia and beyond as we enter new construction markets worldwide.”

Acquisition, Share Issue Spur Growth

Following the end of the third quarter, CAE announced on November 8, 2007 that it had completed the acquisition of Techwell Engineering Ltd. for approximately $11.7 million, equally divided between cash and newly issued CAE stock. Techwell is a Hong Kong registered company known for its high-end curtain wall and roofing system construction. CAE expects the acquisition to be accretive and to add substantially to its revenue base.

The Techwell transaction is part of CAE’s overall strategy of expansion within China and to all major construction markets overseas. On the domestic front, CAE is following China’s advancing economic development frontier by expanding westward, beyond the East Coast cities such as Shanghai, Beijing and Guangzhou where most of its projects have been located until now. Also, within all regions of China, it expects a higher volume of projects in emerging second- and third- tier cities, which will increasingly demand state-of-the-art public works projects of their own as they become more prosperous.

Beyond its core market of China, Hong Kong and Macau, CAE’s global expansion has already taken it to Vietnam, where it has installed the roofing system for the National Convention Center, and to Doha, Qatar, where it is installing the glass curtain wall and solar protection system for a high-rise office building in Doha, Qatar. Its primary international target markets are Europe and North America, where it sees potential for growth and profit due to the growing popularity of glass curtain walls and the advanced design and engineering that CAE has developed in its work on Chinese projects.

Company Provides Positive Fourth Quarter Guidance

In addition to reporting financial results for the third quarter and first nine months of 2007, CAE also provided revenue and earnings guidance for the fourth quarter ending December 31, 2007. The Company said it expects revenues for the fourth quarter to total between $28 million and $35 million, bringing revenues for all of 2007 to between $89 million and $96 million. The Company said it expects earnings for the fourth quarter to total between $3 million and $5 million, bringing earnings for all of 2007 to between $12 million and $14 million.

To be added to China Architectural Engineering's investor lists, please contact Zachary Bryant at zbryant@irintl.com or at 818-382-9718.

About China Architectural Engineering, Inc.

China Architectural Engineering (AMEX: RCH), which began operations in 1992, specializes in the design, engineering and installation of high-end specialty curtain wall systems, including glass curtain walls, stone curtain walls, metal curtain walls, roofing systems, and related products, for public works projects and commercial real estate. CAE has designed and installed nearly one hundred projects throughout China, including the National Grand Theater, Exhibition Conservatory of Beijing Botanical Garden, The COSCO Tower at Changlian Avenue Beijing, and the Wumen Exhibition Hall in Beijing’s Forbidden City, and a number of commercial structures in Southeast Asia. For further information on China Architectural Engineering please visitwww.caebuilding.com.

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Forward Looking Statements

In addition to historical information, the statements set forth above include forward-looking statements that may involve risk and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the Company’s dependence on government contracts, changes in the laws of the PRC that affect the Company's operations, fluctuation and unpredictability of costs related to the Company's products and services, the Company’s dependence on the steel and aluminum markets, reduction or reversal of the Company's recorded revenue or profits due to "percentage of completion" method of accounting and expenses and costs associated with the issuance of convertible bonds. The forward-looking statements are also identified through use of the words "believe," "enable," "may," "will," "could," "intends," "estimate," "anticipate," "plan," "predict," "probable," "potential," "possible," "should," "continue," and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including regulatory approval requirements and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Company's reports and other filings with the Securities and Exchange Commission

[Financial Tables to Follow]

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CHINA ARCHITECTURAL ENGINEERING, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in US Dollars) (Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2007			2006			2007			2006
Contract revenues earned	$	27,077,867		$	14,224,819		$	60,961,604		$	41,367,812
Cost of contract revenues earned		(20,532,767	)		(11,122,018	)		(44,026,537	)		(30,311,481	)
Gross profit		6,545,100			3,102,801			16,935,067			11,056,331
Selling expenses		(128,803	)		(87,327	)		(508,774	)		(239,280	)
Administrative and general expenses		(1,746,481	)		(1,183,806	)		(3,930,581	)		(3,243,683	)
Income from operations		4,669,816			1,831,668			12,495,712			7,573,368
Interest expenses		(764,747	)		(11,607	)		(1,341,206	)		(7,016	)
Interest income		10,971			-			14,608			-
Income before taxation		3,916,040			1,820,061			11,169,114			7,566,352
Income tax		(784,744	)		(292,870	)		(2,049,422	)		(1,149,573	)
Equity loss and minority interests		1,087			-			(13,190	)
Net income	$	3,132,383		$	1,527,191		$	9,106,502		$	6,416,779
Basic net income per common share	$	0.06		$	0.04		$	0.18		$	0.15
Diluted net income per common share	$	0.06		$	0.04		$	0.18		$	0.15
Basic weighted average common shares outstanding		50,000,000			43,304,125			50,000,000			43,304,125
Diluted weighted average common shares outstanding		50,925,991			43,304,125			50,632,000			43,304,125

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CHINA ARCHITECTURAL ENGINEERING, INC.

CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

	As of 9/30/2007		As of 12/31/2006
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	4,067,878	$	2,115,966
Restricted cash		2,619,453		2,743,142
Contract receivables, net		13,761,391		7,573,913
Costs and earnings in excess of billings		37,828,540		22,487,792
Job disbursements advances		305,548		5,236,327
Tender and other site deposits		3,677,630		3,427,490
Other receivables		305,926		213,257
Inventories		151,259		23,108
Total current assets		62,717,625		43,820,995
Plant and equipment, net		1,245,446		474,498
Security deposit		4,028,535		565,795
TOTAL ASSETS	$	67,991,606	$	44,861,288
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term bank loan	$	35,285	$	-
Accounts payable		13,540,063		15,202,029
Amount due to shareholder		-		1,735
Other payables		3,824,902		1,091,382
Income tax payable		2,733,618		1,263,491
Business and other taxes payable		3,171,993		2,058,327
Customers’ deposits		551,987		1,272,312
Accruals		174,341		894,329
Total current liabilities		24,032,189		21,783,605
Long term liabilities bank loan		2,757,979		2,564,979
Convertible bond payable, net		4,220,900		-
TOTAL LIABILITIES	$	31,011,068	$	24,348,584

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	As of 9/30/2007		As of 12/31/2006
	(Unaudited)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 0 shares issued and outstanding at
September 30, 2007 and December 31, 2006	$	-	$	-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 50,000,000 shares issued and outstanding
at September 30, 2007 and December 31, 2006		50,000		50,000
Additional paid in capital		13,790,282		7,074,701
Statutory reserves		1,567,539		1,437,223
Accumulated other comprehensive income		1,115,715		469,964
Retained earnings		20,457,002		11,480,816
		36,980,538		20,512,704
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	67,991,606	$	44,861,288

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