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 11, 2008

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 August 11, 2008, China Architectural Engineering, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2008.

A copy of the August 11, 2008 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 August 11, 2008, the Company issued a press release announcing its financial results for the second quarter of 2008.

A copy of the August 11, 2008 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 Current Report on 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 August 11, 2008.

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 11, 2008	CHINA ARCHITECTURAL ENGINEERING, INC.
		By:       /s/ Luo Ken Yi
		Name:  Luo Ken Yi
		Title:    Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated August 11, 2008.

EX-99.1

China Architectural Engineering Announces Sharp Rise for Second Quarter 2008

Revenues Exceed Prior Guidance as Company Continues Rapid Expansion into International Markets

ZHUHAI, China & LOS ANGELES--China Architectural Engineering, Inc. (CAE) (NASDAQ:CAEI), a leader in the design, engineering, fabrication and installation of high-end building envelope systems, today reported record financial results for its second quarter ended June 30, 2008.

Revenues for the quarter totaled $41.38 million, up 113% from $19.45 million in the second quarter of 2007. The second quarter 2008 figure not only was a record for the Company, but it also sharply exceeded earlier guidance, provided on June 10, 2008, of $32 million to $35 million. CAE attributed the sharp revenue increase both to continued robust business growth in its home market of China and rapid expansion in new markets such as the Middle East and the U.S.

Net income for the second quarter of 2008 was $7.58 million, or $0.14 per fully diluted share, up 75% on a per-share basis from $4.28 million, or $0.08 per fully diluted share, in the second quarter of 2007. The second-quarter 2008 net income is near the high end of earlier guidance for net in the range of $6.7 million to $7.8 million.

During the second quarter, the Company was awarded its first U.S. project, an $11.6 million contract to supply and install the curtain wall for a 21-story luxury condominium building in New York City. It also was awarded a $15 million contract to design, construct and install curtain wall systems for the “Silicon Valley” development in Guangzhou, China, and it began recognizing revenues from contracts, awarded in the first quarter, to design, engineer, fabricate and install external envelopes for stations of the Dubai Metro System’s Red Line.

International Growth Strategy Expected to Accelerate Expansion

Ken Yi Luo, China Architectural Engineering’s Chairman and CEO, commented, “The strong results in the second quarter of 2008 show how rapidly CAE is gaining market share in the most vibrant construction markets of the world, including China, the Persian Gulf and the United States. This quarter saw us reach a pair of important milestones - the establishment of our U.S. operation, led by construction industry veteran John Anderson, and the winning of our first U.S. contract. We also started recognizing revenues from our previously-announced Dubai Metro System project. As our global business continues to grow into the third quarter and beyond, we see 2008 shaping up as a true breakthrough year for CAE and our shareholders.”

For the first six months of 2008, CAE revenues totaled $66.73 million, up 97% from $33.88 million in the first six months of 2007. Net income for the first six months of 2008 was $12.75 million, or $0.24 per fully diluted share, up 100% on a per-share basis from $5.97 million, or $0.12 per fully diluted share, in the first six months of 2007.

April 2008 Financing Boosts Cash Position

On the balance sheet, the Company reported cash and cash equivalents of $17.76 million on June 30, 2008, up from $4.04 million on December 31, 2007. The increase was due primarily to a $20 million financing transaction package, completed in April 2008, involving a group of investors including ABN AMRO N.V. and CITIC Allco Investments Ltd. (an investment fund managed by CITIC Capital Finance Ltd., a leading China focused investment management firm under the umbrella of the CITIC Group).

Company Expects Record Third Quarter Results; Expects Significant Increase in Backlog in Second Half 2008

CAE also today reported guidance for the third quarter ending September 30, 2008. It projects revenues for the quarter ranging from $45 million to $53 million, or at least 66% above revenues of $27.1 million in the third quarter of 2007. It projects net income of $8.0 million to $10.0 million, or $0.14 to $0.18 per fully diluted share, up at least 156% from $3.13 million, or $0.06 per fully diluted share, in the third quarter of 2007.

The total backlog of projects expected to produce revenue as of June 30, 2008 now stands at $240 million, up from $208 million in the March report. The Company noted that this backlog figure is expected to increase significantly in the second half based on its current short-term sales pipeline of potential new large contract awards.

CAE defines backlog as the total anticipated revenue from projects already begun and upcoming projects for which contracts have been signed or awarded pending final signing. CAE views backlog as an important statistic in evaluating its level of sales activity and short-term sales trends in its business. It also cautions that backlog is only one indicator and not the most effective indicator of the ultimate profitability of its revenues.

To be added to China Architectural Engineering’s investor lists, please contact Haris Tajyar at htajyar@irintl.com or at 818-382-9702.

About China Architectural Engineering

China Architectural Engineering, Inc. (CAE) (NASDAQ:CAEI), which began operations in 1992, has maintained a leading position in the global commercial construction industry by providing timely, high-quality, reliable, fully integrated and cost-effective service solutions to its clients utilizing specialized technical expertise in the design, engineering, fabrication and construction of structural exterior cladding systems. It specializes in high-end curtain wall systems (including glass, stone & metal curtain walls), roofing systems, steel construction systems, eco-energy saving building conservation systems and related products, for public works and commercial real estate projects.

CAE has worked with world-renowned architects and building engineers from China and other countries and has completed over 100 large, complex and unique projects throughout China, Hong Kong, Macau, Australia and Southeast Asia, including numerous award-winning landmark buildings in many of Asia's major cities. It is now capitalizing on its industry-leading expertise by expanding aggressively beyond China into some of the most active construction markets in the world, including the Middle East, Central Asia, United States and Eastern Europe.

For further information on China Architectural Engineering please visit www.caebuilding.com.

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, uncertainty of contract negotiations and payments under existing contracts, 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.

CHINA ARCHITECTURAL ENGINEERING, INC.
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2008 AND 2007
(STATED IN US DOLLARS)
	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Contract revenues earned	$	41,380,189		$	19,453,645		$	66,729,495		$	33,883,737
Cost of contract revenues earned		(28,038,332	)		(11,961,163	)		(44,942,086	)		(23,493,770	)
Gross profit	$	13,341,857		$	7,492,482		$	21,787,409		$	10,389,967
Selling, general and administrative expenses		(4,590,147	)		(1,689,696	)		(7,590,572	)		(2,564,071	)
Income from operations	$	8,751,710		$	5,802,786		$	14,196,837		$	7,825,896
Interest income		35,242			-			42,205			3,637
Interest expense		(1,197,889	)		(572,379	)		(1,532,026	)		(576,459	)
Other income		39,440			-			150,602			-
Income before taxation	$	7,628,503		$	5,230,407		$	12,857,618		$	7,253,074
Income tax		(69,613	)		(937,630	)		(116,980	)		(1,264,678	)
Equity loss and minority interests		18,893			(14,277	)		10,863			(14,277	)
Net income	$	7,577,783		$	4,278,500		$	12,751,501		$	5,974,119
Earnings per share:
Basic	$	0.15		$	0.09		$	0.25		$	0.12
Diluted	$	0.14		$	0.08		$	0.24		$	0.11
Weighted average shares outstanding:
Basic		51,812,477			50,000,000			51,832,946			50,000,000
Diluted		55,549,949			59,588,586			55,550,770			54,794,293

CHINA ARCHITECTURAL ENGINEERING, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2008 AND DECEMBER 31, 2007
(STATED IN US DOLLARS)
	June 30, 2008		December 31, 2007
ASSETS
Current assets
Cash and cash equivalents	$	17,763,812	$	4,040,168
Restricted cash		96,808		595,016
Contract receivables, net		66,379,142		13,047,559
Costs and earnings in excess of billings		25,957,723		57,488,693
Job disbursements advances		-		2,454,106
Tender and other site deposits		-		83,046
Other receivables		13,806,200		6,640,865
Inventories		379,441		528,743
Deferred income taxes		2,383		-
Other current assets		1,164,204		109,533
Total current assets		125,549,713		84,987,729
Non-current assets
Plant and equipment, net		3,410,794		2,582,554
Intangible Assets		5,130		70,386
Organization cost		-		92,741
Goodwill		7,995,896		7,995,896
Other non-current asset		-		7,505
TOTAL ASSETS	$	136,961,533	$	95,736,811
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term bank loans	$	1,155,390	$	2,578,550
Accounts payable		24,570,686		18,737,771
Billings in excess of costs and earnings		2,029,965		757,079
Amount due to shareholder		1,319,991		1,334,856
Other payables		6,519,213		9,193,186
Income tax payable		2,685,582		2,673,643
Business and other taxes payable		3,281,436		3,538,336
Other Accrual		1,282,048		499,684
Total current liabilities		42,844,311		39,313,105
Non-current liabilities
Long term bank loans	$	1,839,440	$	443,881
Convertible bond payable, net		24,924,040		3,465,741
Minority interest		20,706		49,482
TOTAL LIABILITIES	$	69,628,497	$	43,272,209
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2008 and December 31, 2007; Common stock, $0.001 par value, 100,000,000 shares authorized, 51,885,446 and 51,783,416 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively	$	51,886	$	51,784

Additional paid in capital		21,656,684		23,665,558
Statutory reserves		3,040,595		3,040,595
Accumulated other comprehensive income		6,018,534		1,892,829
Retained earnings		36,565,337		23,813,836
		67,333,036		52,464,602
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	136,961,533	$	95,736,811

Contact:

At Investor Relations Intl:

Haris Tajyar, Managing Partner

818-382-9702

htajyar@irintl.com