S-1/A

As Filed with the Securities and Exchange Commission on February 6, 2008

Registration No. 333-146851

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 3 ON

FORM S-1/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CHINA ARCHITECTURAL ENGINEERING, INC.

(Name of Registrant As Specified in its Charter)

Delaware	8711	51-05021250
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification No.)
Incorporation	Classification Code Number)
or Organization)

105 Baishi Road

Jiuzhou West Avenue

Zhuhai 519070

People’s Republic of China

(Address and Telephone Number of Principal Executive Offices)

Luo Ken Yi

105 Baishi Road

Jiuzhou West Avenue

Zhuhai 519070

People’s Republic of China

0086-756-8538908

(Name, Address and Telephone Number of Agent for Service)

Copy to

Thomas J. Poletti, Esq.

Anh Q. Tran, Esq.

Kirkpatrick & Lockhart Preston Gates Ellis LLP

10100 Santa Monica Blvd., 7th Floor

Los Angeles, CA 90067

Telephone (310) 552-5000

Facsimile (310) 552-5001

Approximate Date of Proposed Sale to the Public: From time to time 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.R

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. £

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. £

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 the same offering. £

CALCULATION OF REGISTRATION FEE

				Proposed			Proposed
				Maximum			Maximum			Amount of
Title of Each Class of	Amount To Be			Offering Price			Aggregate			Registration
Securities To Be Registered	Registered			Per Share			Offering Price			Fee
Common Stock, $.001 par value per share		2,962,325 (1	)	$	13.20 (2	)	$	39,102,690 (2	)	$	1,200.45
Variable Rate Convertible Bonds Due 2012	$	10,000,000(3	)		100	%	$	10,000,000 (4	)	$	307.00
Common Stock, $.001 par value per share, issuable upon conversion of Variable Rate Convertible Bonds Due 2012		2,857,143 (5	)		-			-			N/A(6	)
Bond Warrants to Purchase Common Stock Expiring 2010		800,000(7	)	$	13.20(2	)	$	10,560,000 (2	)	$	324.19
Common Stock, $.001 par value per share issuable upon conversion of Bond Warrants Expiring 2010		800,000(8	)		-			-			N/A(6	)
Total Registration Fee										$	1,831.64 (9	)

(1) Represents shares of the Registrant’s common stock being registered for resale that have been issued to certain selling security holders named in the prospectus or a prospectus supplement.

(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on the average of the high and low sales prices reported on the American Stock Exchange on October 19, 2007.

(3) Represents the aggregate principal amount of the Variable Rate Convertible Bonds due 2012 issued by the Registrant on April 12, 2007.

(4) Equals the aggregate principal amount of the Variable Rate Convertible Bonds due 2012 being registered. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.

(5) Represents the number of shares of common stock initially issuable upon conversion of the Variable Rate Convertible Bonds due 2012 registered hereby. Solely for purposes of determining the number of shares of common stock to be registered under this registration statement that may be issued upon the conversion of the Bonds, the conversion price of $3.50 per share is used. Pursuant to Rule 416 under the Securities Act, also includes such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the Variable Rate Convertible Bonds due 2012 as a result of the anti-dilution provisions contained therein.

(6) No separate consideration will be received for the shares of common stock issuable upon conversion of the Variable Rate Convertible Bonds due 2012 or the Bond Warrants, and, therefore, no registration fee is required pursuant to Rule 457(i) under the Securities Act.

(7) Consists of 800,000 warrants (the “Bond Warrants”) to purchase 800,000 shares of Common Stock to be offered for sale by a selling security holder under this Registration Statement.

(8) Represents the number of shares of common stock initially issuable upon exercise of the Bond Warrants due 2010 registered hereby. Pursuant to Rule 416 under the Securities Act, also includes such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the Bond Warrants due 2010 as a result of the anti-dilution provisions contained therein. In addition, this Registration Statement covers the issuance of Registrant’s common stock upon the exercise of Bond Warrants by the holders other than the initial holder.

(9) Previously paid.

The Registrant amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 16. Exhibits

Exhibit No. Exhibit

2.1	Share Exchange Agreement, dated as of August 21, 2006, by and among the Registrant, KGE Group, Limited, and Full Art International, Ltd. (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
2.1(a)	Amendment No. 1 to the Share Exchange Agreement, dated as of October 17, 2006, by and among the Registrant, KGE Group, Limited, and Full Art International, Ltd. (incorporated by reference from Exhibit 2.1(a) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
3.1	Certificate of Incorporation of China Architectural Engineering, Inc. (incorporated by reference from Exhibit 3.1 to Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on April 20, 2004).
3.1(a)	Certificate of Amendment of Certificate of Incorporation dated July 8, 2005 (incorporated by reference to Registrant's Quarterly Report on Form 10-QSB filed August 11, 2005).
3.2	Bylaws of the Registrant (incorporated by reference from Exhibit 3.2 to Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on April 20, 2004, and incorporated herein by reference).
3.3	Articles of Merger Effecting Name Change (incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
4.1	Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Form S-1/A filed with the Securities and Exchange Commission on September 21, 2007).
4.2	Form of Escrow Agreement dated July 30, 2004 (incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form SB-2/A filed August 2, 2004).
4.3	Form of Registration Rights Agreement dated July 23, 2004 (incorporated by reference to Exhibit 4.3 of the Registrant's Annual Report on Form 10-KSB filed March 30, 2005).
4.4	Trust Deed, dated April 12, 2007, by and between the Registrant and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
4.4(a)	Amended and Restated Trust Deed, originally dated April 12, 2007, amended and restated August 29, 2007 by and between the Registrant and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 4, 2007).
4.5	Paying and Conversion Agency Agreement, dated April 12, 2007, by and among the Registrant, The Bank of New York, and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
4.6	The Warrant Instrument, dated April 12, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
4.7	Warrant Agency Agreement, dated April 12, 2007 among Company, The Bank of New York and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
4.8	Registration Rights Agreement, dated April 12, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).

II-1

Exhibit No. Exhibit

4.8(a)	Written description of oral agreement between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.8(a) to the Form S-1/A filed with the Securities and Exchange Commission on September 21, 2007).
5.1	Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding validity of common stock.
5.2	Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding bonds and warrants.
8.1**	Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP.
10.1	Form of Subscription Agreement dated October 17, 2006 (incorporated by reference to Exhibit 10.1 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.1(a)	Form of Waiver of Penalties dated August 29, 2007 Related to Registration Rights (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 4, 2007).
10.2	Form of Subscription Agreement dated October 2004 (incorporated by reference to Exhibit 10.2 to the Form SB-2/A filed with the Securities and Exchange Commission on October 1, 2004).
10.3	Employment Agreement dated December 30, 2005 by and between the Registrant and Luo Ken Yi (translated to English) (incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
10.4	Employment Agreement dated January 11, 2004 by and between the Registrant and Tang Nianzhong (translated to English) (incorporated by reference to Exhibit 10.4 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.5	Employment Agreement by and between the Registrant and Ye Ning (translated to English) (incorporated by reference from Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
10.6	Employment Agreement dated January 1, 2006 by and between the Registrant and Li Guoxing (translated to English) (incorporated by reference to Exhibit 10.6 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.7	Employment Agreement dated January 1, 2005 by and between the Registrant and Bai Fai (translated to English) (incorporated by reference to Exhibit 10.7 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.8	Employment Agreement dated December 26, 2005 by and between the Registrant and Wang Zairong (translated to English) (incorporated by reference to Exhibit 10.8 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.9	Employment Agreement dated December 20, 2005 by and between the Registrant and Feng Shu (translated to English) (incorporated by reference to Exhibit 10.9 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.10	Employment Agreement dated December 26, 2006 by and between the Registrant and Wang Xin (translated to English) (incorporated by reference to Exhibit 10.10 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.11	Office and Factory Lease Agreement dated July 13, 2005 by and between the Registrant and Zhuhai Yuping Kitchen Equipment Co., Ltd. (translated to English) (incorporated by reference to Exhibit 10.11 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.12	Lease Agreement by and between the Registrant and Beijing Aoxingyabo Technology Development Co., Ltd (translated to English) (incorporated by reference to Exhibit 10.12 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.13	Property Rental Contract by and between the Registrant and Shanghai Sandi CNC equipment Ltd. Co (translated to English) (incorporated by reference to Exhibit 10.13 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).

II-2

Exhibit No. Exhibit

10.14	Subscription Agreement, dated March 27, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
10.15	Joint Venture Agreement dated May 11, 2007 entered into by and between CPD (Australia) Holding Pty Ltd. and the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2007).
10.16	Form of Registration Rights Agreement entered into by and between the Registrant, First Alliance Financial Group, Inc. and WestPark Capital, Inc. Affiliates (incorporated by reference to Exhibit 10.16 to Form S-1/A filed with the Securities and Exchange Commission on September 4, 2007).
10.16(a)	Form of Waiver of Penalties Related to Registration Rights entered into by and between the Registrant, First Alliance Financial Group, Inc. and WestPark Capital, Inc. Affiliates (incorporated by reference to Exhibit 10.16(a) to the Form S-1/A filed with the Securities and Exchange Commission on September 4, 2007).
10.16(b)	Written description of oral agreement between the Registrant, First Alliance Financial Group, Inc., and WestPark Capital, Inc. Affiliates (incorporated by reference to Exhibit 10.16(b) to the Form S-1/A filed with the Securities and Exchange Commission on September 21, 2007).
10.17	China Architectural Engineering, Inc. 2007 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.18	Form of Notice of Grant of Stock Option of the Registrant (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.19	Form of Stock Option Agreement (including Addendum) of the Registrant (incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.20	Form of Stock Issuance Agreement (including Addendum) of the Registrant (incorporated by reference from Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.21	Form of Stock Purchase Agreement (including Addendum) of the Registrant (incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.22	Stock Purchase Agreement dated November 6, 2007, entered into by and among Ng Chi Sum, Yam Mei Ling, the Registrant and Full Art (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2007).
12.1**	Computation of Ratio of Earnings to Fixed Charges.
21.1**	List of Subsidiaries.
23.1	Consent of Samuel H. Wong & Co., LLP, Certified Public Accountants.
23.2	Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibits 5.1 and 5.2).
24.1**	Power of Attorney (included on signature page).

** Previously filed.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Zhuhai, People’s Republic of China, on the 6th day of February, 2008.

CHINA ARCHITECTURAL ENGINEERING, INC.
By:	/s/ Luo Ken Yi
Name	Luo Ken Yi
Title:	Chief Executive Officer, Chief Operating Officer and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed 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)	February 6, 2008
Luo Ken Yi
/s/ Wang Xin	Chief Financial Officer (Principal Financial and Accounting Officer)	February 6, 2008
Wang Xin
*	Vice General Manager and Director	February 6, 2008
Tang Nianzhong
*	Vice General Manager and Director	February 6, 2008
Ye Ning
*	Director	February 6, 2008
Zheng Jinfeng
*	Director	February 6, 2008
Zhao Bao Jiang
	Director
Kelly Wang

* By: /s/ Luo Ken Yi

as Attorney in Fact

II-4

EXHIBIT INDEX

Exhibit No. Exhibit

2.1	Share Exchange Agreement, dated as of August 21, 2006, by and among the Registrant, KGE Group, Limited, and Full Art International, Ltd. (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
2.1(a)	Amendment No. 1 to the Share Exchange Agreement, dated as of October 17, 2006, by and among the Registrant, KGE Group, Limited, and Full Art International, Ltd. (incorporated by reference from Exhibit 2.1(a) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
3.1	Certificate of Incorporation of China Architectural Engineering, Inc. (incorporated by reference from Exhibit 3.1 to Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on April 20, 2004).
3.1(a)	Certificate of Amendment of Certificate of Incorporation dated July 8, 2005 (incorporated by reference to Registrant's Quarterly Report on Form 10-QSB filed August 11, 2005).
3.2	Bylaws of the Registrant (incorporated by reference from Exhibit 3.2 to Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on April 20, 2004, and incorporated herein by reference).
3.3	Articles of Merger Effecting Name Change (incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
4.1	Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Form S-1/A filed with the Securities and Exchange Commission on September 21, 2007).
4.2	Form of Escrow Agreement dated July 30, 2004 (incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form SB-2/A filed August 2, 2004).
4.3	Form of Registration Rights Agreement dated July 23, 2004 (incorporated by reference to Exhibit 4.3 of the Registrant's Annual Report on Form 10-KSB filed March 30, 2005).
4.4	Trust Deed, dated April 12, 2007, by and between the Registrant and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
4.4(a)	Amended and Restated Trust Deed, originally dated April 12, 2007, amended and restated August 29, 2007 by and between the Registrant and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 4, 2007).
4.5	Paying and Conversion Agency Agreement, dated April 12, 2007, by and among the Registrant, The Bank of New York, and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
4.6	The Warrant Instrument, dated April 12, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
4.7	Warrant Agency Agreement, dated April 12, 2007 among Company, The Bank of New York and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
4.8	Registration Rights Agreement, dated April 12, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).

Exhibit No. Exhibit

4.8(a)	Written description of oral agreement between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.8(a) to the Form S-1/A filed with the Securities and Exchange Commission on September 21, 2007).
5.1	Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding validity of common stock.
5.2	Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding bonds and warrants.
8.1**	Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP.
10.1	Form of Subscription Agreement dated October 17, 2006 (incorporated by reference to Exhibit 10.1 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.1(a)	Form of Waiver of Penalties dated August 29, 2007 Related to Registration Rights (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 4, 2007).
10.2	Form of Subscription Agreement dated October 2004 (incorporated by reference to Exhibit 10.2 to the Form SB-2/A filed with the Securities and Exchange Commission on October 1, 2004).
10.3	Employment Agreement dated December 30, 2005 by and between the Registrant and Luo Ken Yi (translated to English) (incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
10.4	Employment Agreement dated January 11, 2004 by and between the Registrant and Tang Nianzhong (translated to English) (incorporated by reference to Exhibit 10.4 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.5	Employment Agreement by and between the Registrant and Ye Ning (translated to English) (incorporated by reference from Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2006).
10.6	Employment Agreement dated January 1, 2006 by and between the Registrant and Li Guoxing (translated to English) (incorporated by reference to Exhibit 10.6 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.7	Employment Agreement dated January 1, 2005 by and between the Registrant and Bai Fai (translated to English) (incorporated by reference to Exhibit 10.7 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.8	Employment Agreement dated December 26, 2005 by and between the Registrant and Wang Zairong (translated to English) (incorporated by reference to Exhibit 10.8 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.9	Employment Agreement dated December 20, 2005 by and between the Registrant and Feng Shu (translated to English) (incorporated by reference to Exhibit 10.9 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.10	Employment Agreement dated December 26, 2006 by and between the Registrant and Wang Xin (translated to English) (incorporated by reference to Exhibit 10.10 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.11	Office and Factory Lease Agreement dated July 13, 2005 by and between the Registrant and Zhuhai Yuping Kitchen Equipment Co., Ltd. (translated to English) (incorporated by reference to Exhibit 10.11 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.12	Lease Agreement by and between the Registrant and Beijing Aoxingyabo Technology Development Co., Ltd (translated to English) (incorporated by reference to Exhibit 10.12 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).

Exhibit No. Exhibit

10.13	Property Rental Contract by and between the Registrant and Shanghai Sandi CNC equipment Ltd. Co (translated to English) (incorporated by reference to Exhibit 10.13 to the Form S-1/A filed with the Securities and Exchange Commission on February 5, 2007).
10.14	Subscription Agreement, dated March 27, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007).
10.15	Joint Venture Agreement dated May 11, 2007 entered into by and between CPD (Australia) Holding Pty Ltd. and the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2007).
10.16	Form of Registration Rights Agreement entered into by and between the Registrant, First Alliance Financial Group, Inc. and WestPark Capital, Inc. Affiliates (incorporated by reference to Exhibit 10.16 to Form S-1/A filed with the Securities and Exchange Commission on September 4, 2007).
10.16(a)	Form of Waiver of Penalties Related to Registration Rights entered into by and between the Registrant, First Alliance Financial Group, Inc. and WestPark Capital, Inc. Affiliates (incorporated by reference to Exhibit 10.16(a) to the Form S-1/A filed with the Securities and Exchange Commission on September 4, 2007).
10.16(b)	Written description of oral agreement between the Registrant, First Alliance Financial Group, Inc., and WestPark Capital, Inc. Affiliates (incorporated by reference to Exhibit 10.16(b) to the Form S-1/A filed with the Securities and Exchange Commission on September 21, 2007).
10.17	China Architectural Engineering, Inc. 2007 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.18	Form of Notice of Grant of Stock Option of the Registrant (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.19	Form of Stock Option Agreement (including Addendum) of the Registrant (incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.20	Form of Stock Issuance Agreement (including Addendum) of the Registrant (incorporated by reference from Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.21	Form of Stock Purchase Agreement (including Addendum) of the Registrant (incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.22	Stock Purchase Agreement dated November 6, 2007, entered into by and among Ng Chi Sum, Yam Mei Ling, the Registrant and Full Art (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2007).
12.1**	Computation of Ratio of Earnings to Fixed Charges.
21.1**	List of Subsidiaries.
23.1	Consent of Samuel H. Wong & Co., LLP, Certified Public Accountants.
23.2	Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibits 5.1 and 5.2).
24.1**	Power of Attorney (included on signature page).

** Previously filed.

EX-5.1

[LETTERHEAD OF KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP]

January 8, 2008

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 the Resale of 6,619,468 Shares of Common Stock, 800,000 Warrants,

and $10,000,000 Variable Rate Convertible Bonds

Ladies and Gentlemen:

We have acted as counsel for China Architectural Holdings, Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S-1 (File No. 333-146851) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the resale of an aggregate of 6,619,468 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), 800,000 warrants issued on April 12, 2007 (the “Warrants”), and $10,000,000 variable rate convertible bonds issued on April 12, 2007 (the “Bonds”), each of which may be sold by the selling security holders listed in the Registration Statement from time to time.

The Shares consist of the following:

(i) 962,325 shares of Common Stock issued to three investors in a private placement that closed on March 18, 2004;

(ii) 2,000,000 shares of Common Stock that were issued to FirstAlliance Financial Group, Inc. upon the closing of a share exchange transaction on October 17, 2006;

(iii) 800,000 shares of Common Stock issuable upon exercise of the Warrants; and

(iv) 2,857,143 shares of Common Stock issuable upon conversion of the Bonds.

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. We note that certain opinions concerning the Warrants and Bonds are addressed in the opinion letter of Kirkpatrick & Lockhart Preston Gates Ellis LLP (London Office), located at 110 Cannon Street, London, EC4N 6AR, United Kingdom, dated January 8, 2008 (the “K&L Gates London Opinion Letter”), which is being separately provided to you and is included in the Registration Statement as Exhibit 5.2. This opinion letter does not address any matter that is the subject of the K&L Gates London Opinion Letter.

For purposes of rendering 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 Shares, Warrants, and Bonds. We have examined the following documents, which are referred to collectively in this opinion letter as the “Transaction Documents:” (i) Subscription Agreement dated as of March 27, 2007, (ii) Paying and Conversion Agency Agreement, (iii) Trust Deed, (iv) Warrant Agency Agreement, (v) Warrant Instrument, and (v) Global Certificates. Each of the Transaction Documents is dated April 12, 2007 unless otherwise indicated. 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 certificate from an officer of the Company (“Fact Certificate”).

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, and the conformity to originals of all documents submitted to us as copies thereof. We have assumed that: (i) each party to each of the Transaction Documents (other than the Company) has the legal capacity and has satisfied all legal requirements necessary to make those Transaction Documents enforceable against it; and (ii) there are no facts or circumstances relating to such parties that might prevent such parties from enforcing any of the rights to which this opinion relates. In rendering the opinion set forth in paragraph 3 under sub-paragraph (b) relating to corporate action of the Company, we have relied, and without further investigation, on the Fact Certificate. 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.

China Architectural Engineering, Inc.

January 8, 2008

Page 2

Based upon and subject to the foregoing, it is our opinion that:

1. The (a) 962,325 of the Shares referred to in subparagraph numbered (i) above, and the (b) 2,000,000 of the Shares referred to in subparagraph numbered (ii) above are duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

2. The (a) 800,000 of the Shares referred to in subparagraph numbered (iii) above issuable upon exercise of the Warrants, and (b) 2,857,143 of the Shares referred to in subparagraph numbered (iv) above issuable upon conversion of the Bonds have been duly authorized and when issued by the Company and paid for in accordance with the terms and conditions of the Warrants and Bonds, respectively, will be validly issued, fully paid and non-assessable.

3.The Company (a) has the corporate power to execute, deliver and perform its obligations under each of the Transaction Documents, (b) has taken all corporate action necessary to authorize the execution, delivery and performance of the Transaction Documents, and (c) has duly executed and delivered the Transaction Documents.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the related prospectus under the caption “Legal Matters.” In giving our consent we do not thereby admit that we are experts with respect to any part of the Registration Statement, the prospectus or any prospectus supplement within the meaning of the term “expert,” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we 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-5.2

[LETTERHEAD OF KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP]

China Architectural Engineering, Inc.

105 Baishi Road

Jiuzhou West Avenue

Zhuhai 519070

People’s Republic of China

For the attention of Luo Ken Yi

6 February 2008

Dear Sirs

CHINA ARCHITECTURAL ENGINEERING, INC.

We are English legal advisers to China Architectural Engineering, Inc. (a company incorporated under the laws of Delaware with registration number 3779089 and whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808) (the "Issuer") in connection with the registration on the Form S-1 (File No. 333-146851) (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) of US$10,000,000 variable rate convertible bonds due 2012 (the “Bonds”) and 800,000 warrants expiring 2010 (the “Warrants”). The Bonds and Warrants were issued pursuant to:

(a) a Subscription Agreement dated 27 March 2007 between the Issuer and ABN Amro Bank N.V.;

(b) the Paying and Conversion Agency Agreement;

(c) the Trust Deed;

(d) the Warrant Agency Agreement;

(e) the Warrant Instrument; and

(f) the Global Certificates;

each dated, unless otherwise noted, as of 12 April 2007 (the "Transaction Documents").

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. We note that certain opinions concerning the Warrants and Bonds are addressed in the opinion letter of Kirkpatrick & Lockhart Preston Gates Ellis LLP (Los Angeles Office), located at 10100 Santa Monica Boulevard, 7th Floor, Los Angeles, California, 90067, U.S.A., dated 8 January 2008 (the “K&L Gates US Opinion Letter”), which is being separately provided to you and is included in the Registration Statement as Exhibit 5.1. This opinion letter does not address any matter that is the subject of the K&L Gates US Opinion Letter. Expressions defined in the Subscription Agreement have the same respective meanings when used in this opinion.

1. Documents

For the purposes of this opinion, we have examined only the following:

(a) a copy of the Transaction Documents in the form signed by the parties to them; and

(b) a fact certificate from the chief executive officer of the Issuer (the “Fact Certificate”) as to certain matters of fact that are material to our opinion.

2. Assumptions

For the purposes of this opinion we have assumed without investigation:

(a) the authenticity and completeness of all documents submitted to us as originals or copies, the genuineness of all signatures and the conformity to original documents of all copies;

(b) the capacity, power and authority of each of the parties (except the Issuer) to enter into each of the Transaction Documents and to exercise its rights and perform its obligations under each of the Transaction Documents;

(c) that each party (except the Issuer) to each of the Transaction Documents took all necessary corporate action to authorise the execution of each of the Transaction Documents and the exercise of its rights and performance of its obligations thereunder;

(d) that the Bonds and Warrants have not been offered, and shall not be offered in the United Kingdom or elsewhere in breach of UK laws or regulations, or other laws or regulations, concerning the offer of transferable securities;

Page No. 3 / China Architectural Engineering, Inc.

6 February 2008

(e) the due execution and unconditional delivery of each of the Transaction Documents, in compliance with all requisite corporate authorisations, by each of the parties (other than the Issuer) to it;

(f) that the choice of English law to govern each of the Transaction Documents was made for bona fide purposes and not contrary to public policy in any relevant jurisdiction, except England and Wales;

(g) that there are no provisions of the laws of any jurisdiction outside England which have been contravened by the execution, delivery or performance of any of the Transaction Documents and that, in so far as any obligation under any of the Transaction Documents falls, or has fallen, to be performed in any jurisdiction outside England, its performance has not been, and will not be, illegal or adversely affected by virtue of the laws or regulations of, or applicable in, that jurisdiction; and

(h) that the statements and confirmations given in the Fact Certificate were true when given and remain true and that there is no matter not referred to in the Fact Certificate which would make any of the information in the Fact Certificate incorrect or misleading.

3. Opinion

Based upon the subject to the foregoing, and subject to the reservations mentioned below, we are of the opinion that the Bonds, Warrants, and Transaction Documents constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms.

4. Reservations

Our reservations are as follows:

(a) we express no opinion in this letter as to fact or as to any law other than English law in force at, and as interpreted at, the date of this opinion. In particular, we have not independently investigated the laws of the United States of America, nor any state (including Delaware and New York) or district thereof nor the laws of any other jurisdiction of incorporation or residence of any of the parties to the Transaction Documents for the purpose of this opinion or in connection with any of the Transaction Documents or the transactions contemplated by them. With respect to the opinions set forth above and to the extent applicable, we have relied upon the K&L Gates US Opinion Letter, as to matters of Delaware Law. We have not investigated or considered the rules or requirements (whether in respect of filings, reporting or otherwise) of any non-UK regulatory body (including without limitation, the SEC) or any securities exchange (including without limitation, AMEX) for the purposes of this opinion and we have made no investigation (whether by search or other enquiry) into the constitution, capital structure, affairs or status of any party to any of the Transaction Documents;

Page No. 4 / China Architectural Engineering, Inc.

6 February 2008

(b) we express no opinion as to any document other than the Transaction Documents;

(c) we express no opinion on money laundering requirements;

(d) the expression "valid and legally binding" in paragraph 3 above means that the obligations expressed to be assumed under the Transaction Documents are of a type which the English courts will treat as valid and binding. It does not mean that these obligations will necessarily be enforced in all circumstances in accordance with their terms, as to which reference is made to the other reservations expressed in this letter;

(e) any enforcement of the obligations of the Issuer under any of the Transaction Documents in proceedings before the English courts would be by way of grant of a remedy in the event of a breach of those obligations. The nature and availability of the remedies provided by the English courts would depend on the circumstances. These remedies, including an order by the court requiring the payment of damages or the payment of a sum due, would be available subject to the legalities of purported limitations and exclusions of liability, principles of law, and equity and procedure of general application. Some remedies including an order by the court requiring specific performance of an obligation or the issue of an injunction would be entirely within the discretion of the court. Remedies may also be subject to rights of set off or counterclaim. The possibility of obtaining any remedy would be lost if proceedings were not to be commenced within certain time limits;

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6 February 2008

(f) the obligations of the Issuer under the Transaction Documents are subject to any laws from time to time in effect relating to bankruptcy, insolvency, liquidation, administration, reorganisation or any others laws or other legal or equitable remedies affecting generally the enforcement of creditors' rights;

(g) an English court would not give effect to obligations of the Issuer if any amount expressed as being payable under the Transaction Documents were a penalty or in the nature of a penalty (and this may cover any requirements for interest which is payable on default at a rate deemed to be penal);

(h) any question as to whether or not any provision of any agreement or instrument which is illegal, invalid, not binding, unenforceable or void may be severed from the other provisions thereof in order to save those other provisions would be determined by an English court in its discretion;

(i) any provision in an agreement which seeks to invalidate any further agreement between the parties which are not made in accordance with a specified procedure may not be enforceable;

(j) any determination or certificate made or given pursuant to any provision of any of the Transaction Documents which provides for such determination or certificate to be final, conclusive or binding might be held under English law not to be final, conclusive or binding if such determination or certificate could be shown to have been incorrect, unreasonable or arbitrary or not to have been given or made in good faith;

(k) an English court may not accept jurisdiction, for example because it considers that it is an inconvenient forum, or may stay proceedings, for example if concurrent proceedings are being brought elsewhere;

(l) if an English court accepts jurisdiction, it may have to have regard to the law of the place of performance of any obligation under the Transaction Documents which is to be performed outside England and Wales. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance. Where any obligations are to be performed or observed in a jurisdiction outside England, they may not be enforceable under English law if and to the extent that such performance or observance would be unlawful, unenforceable or contrary to public policy under the laws of such jurisdiction;

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6 February 2008

(m) an English court may not give effect to a purported obligation to pay another party's litigation cost and may make its own order as to costs;

(n) whilst English courts would have power to give judgment expressed as an order to pay a currency other than pounds sterling and are normally prepared to do so, they may decline to do so in their discretion and may not enforce the benefit of currency conversion and indemnity clauses;

(o) the enforcement of the rights and obligations of the parties to the Transaction Documents may be limited by the provisions of English law concerning frustration of contracts;

(p) save as stated otherwise herein we express no opinion as to the tax treatment or consequences of the Transaction Documents or the transactions contemplated by them;

(q) an election to arbitrate under any of the Transaction Documents will only result in the English Courts declining jurisdiction and an arbitral tribunal accepting jurisdiction if it is found that such election is valid and effective. Election could result in concurrent proceedings. The ability to elect could be lost if it is not exercised within a certain time;

(r) the enforcement in an English court of an arbitration award under any of the Transaction Documents would need to comply with the requirements for the recognition and enforcement of arbitration awards under English law including, in particular, the Arbitration Act 1996. If an arbitration award were made, recognition and enforcement could be sought in an English court of such award pursuant to section 66 of that Act where the seat of the arbitration is in London;

(s) an arbitration award under any of the Transaction Documents or any judgment or order of the English court would only be enforceable outside England to the extent that it complies with the requirements for the recognition and enforcement of arbitration awards, judgments or orders in the relevant jurisdiction; and

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6 February 2008

(t) the judgment or order of any court other than an English court would only be enforced by an English court to the extent it is recognised and enforceable in accordance with English private international law.

This opinion is given on condition that it is governed by and shall be construed in accordance with English law and that any action arising out of it is subject to the exclusive jurisdiction of the English courts.

We hereby consent to the filing of this opinion in its full form as an exhibit to the Registration Statement and to the reference to this firm in the related prospectus under the caption “Legal Matters.” In giving our consent we do not thereby admit that we are experts with respect to any part of the Registration Statement, the prospectus or any prospectus supplement within the meaning of the term “expert,” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we 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 faithfully

/s/ Kirkpatrick & Lockhart Preston Gates Ellis LLP

Kirkpatrick & Lockhart Preston Gates Ellis LLP

EX-23.1

  
    
      Unassociated Document





  

CORRESP

[LETTERHEAD OF KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP]

February 6, 2008

Via Edgar and Federal Express

Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

Re: China Architectural Engineering, Inc.

Pre-effective Amendment No. 2 to Registration Statement on Form S-1

Filed January 9, 2008

File No. 333-146851

Ladies and Gentlemen:

On behalf of China Architectural Engineering, Inc., a Delaware corporation (the “Company”), we hereby transmit for filing pursuant to Rule 101(a) of Regulation S-T, Pre-Effective Amendment No. 3 on Form S-1/A (“Amendment No. 3”) to registration statement that was originally filed on Form S-1 on October 22, 2007, amended by Amendment No. 1 on Form S-1/A on November 29, 2007, and amended by Amendment No. 2 on Form S-1/A on January 9, 2008 (“Amendment No. 2”). We are also forwarding to you via Federal Express two courtesy copies of this letter and Amendment No. 3.

Based upon the Staff’s review of the Amendment No. 2, the Commission issued a comment letter dated January 16, 2008. The following consists of the Company’s responses to the Staff’s comment letter in identical numerical sequence. For the convenience of the Commission, each comment is repeated verbatim with the Company’s response immediately following.

Exhibit 5.1

1. Comment: The statement in the fourth paragraph that counsel examined “the corporate action of the Company” for purposes of rendering its opinion is inconsistent with the statement in the fifth paragraph that counsel in rendering its opinion in paragraph 3 under sub-paragraph (b) relating to “the corporate action of the Company” relied without further investigation on the Fact Certificate and has not verified any of the assumptions. Additionally, as noted previously, it is inappropriate for counsel to include assumptions that are too broad, that assume away the issue, or that assume any of the material facts underlying the opinion or facts that are readily ascertainable. Please revise.

Response: We respectfully note your comment and have omitted the referenced statement.

Exhibit 5.2

2. Comment: Refer to prior comment 6. We note the assumption made by counsel in subparagraph (f) that was subparagraph (i) earlier remains unchanged. As noted above, it is inappropriate for counsel to include assumptions that are too broad, that assume away the issue, or that assume any of the material facts underlying the opinion or facts that are readily ascertainable. Please revise.

Response: We respectfully note your comment and have omitted the referenced assumption.

3. Comment: We note the statement in section 4(a) under “Reservations” that counsel expresses no opinion as to fact or to any law other than English law “in force at, and as interpreted at, the date of this opinion.” Since the opinion must speak as of the date of the registration statement’s effectiveness, please revise. Alternatively, CAEI must file a new opinion immediately before the registration statement’s effectiveness.

Response: We respectfully note your comment and respectfully inform you that the referenced legal opinion will be filed on the date of effectiveness.

Exhibit 23.1

4. Comment: File an updated consent of the independent public accountant in the next pre-effective amendment to the registration statement.

Response: We respectfully note your comment and an updated consent of the independent public accountant is attached to the registration statement as Exhibit 23.1.

Please do not hesitate to contact Anh Q. Tran, Esq. at (310) 552-5083 or the undersigned at (310) 552-5000 with any questions.

Sincerely,

/s/ Thomas J. Poletti, Esq.

Thomas J. Poletti, Esq.

cc:Luo Ken Yi, China Architectural Engineering, Inc.
      Edward M. Kelly, U.S. Securities and Exchange Commission