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 10, 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 November 10, 2008, China Architectural Engineering, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2008. A copy of the November 10, 2008 press release regarding the Company’s financial results for the third quarter of 2008 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 10, 2008, the Company issued a press release announcing its financial results for the third quarter of 2008. A copy of the November 10, 2008 press release regarding the Company’s financial results for the third quarter of 2008 is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

On November 10, 2008, the Company issued a press release announcing that it has been awarded two new contracts for projects. A copy of the November 10, 2008 press release regarding the Company’s new international projects and backlog increase is attached to this Current Report on Form 8-K as Exhibit 99.2 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 Exhibits 99.1 and 99.2 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 10, 2008 regarding Third Quarter 2008 Financial Results
99.2	Press Release dated November 10, 2008 regarding New International Projects

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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 10, 2008	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 10, 2008 regarding Third Quarter 2008 Financial Results
99.2	Press Release dated November 10, 2008 regarding New International Projects

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EX-99.1

China Architectural Engineering Reports

Record Third Quarter 2008 Financial Results

Continued International Expansion Strategy Leads to Doubling of Revenues, With Improving Gross Margins and Three-Fold Increase in EPS

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 the third quarter and nine months ended September 30, 2008.

Highlights of the Company’s performance include:

· Revenues rise 107% year-over-year, driven by international contracts

· Gross margins rise to 31% from 24% in Q3 2007

· EPS triples to $0.18 from $0.06

· Revenues exceed earlier guidance with net income reaching high end of guidance

· Company projects Q4 revenues of $45 million to $50 million and earnings of between $6 million to $9 million, or $0.11 to $0.16, respectively, per fully diluted share

· Project backlog rises to $245 million

· Nine-month revenues rise 101% year-over-year to $122.71 million

· Nine-month EPS increases 133% to $0.42 from $0.18 in Q3 2007

For the Company’s third quarter ended September 30, 2008, revenues totaled $55.98 million, up 107% from $27.08 million in the third quarter of 2007. The Company noted that the increase was primarily due to new projects outside its home market of China, particularly in the Middle East.

Gross profit for the third quarter of 2008 was $17.38 million, up 166% from $6.55 million a year earlier. Gross margin increased year-over-year to 31% from 24%. The improvement in margin was primarily due to the higher margins of overseas projects, partially offset by higher raw material and labor costs as well as the appreciation of the Chinese Yuan from 2007 to 2008.

Selling, general and administrative (SG&A) expenses totaled $6.27 million in the third quarter of 2008, up 234% from $1.88 million in the third quarter of 2007. The increase was due to the growth in staff, office rental and other start-up costs associated with the expansion of CAE’s international operations.

Operating income for the third quarter of 2008 was $11.11 million, up 138% from $4.67 million in the third quarter of 2007. Interest expenses in the third quarter of 2008 rose 77% year-over-year to $1.36 million, primarily as a result of the cash interest expense and non-cash amortization expenses associated with $20 million in convertible bonds and warrants issued by CAE in April 2008. Income taxes for the third quarter fell year-over-year to $30,945 from $784,744. The drop was due primarily to the zero corporate income tax rate associated with revenues from CAE’s Dubai activities.

Net income for the third quarter of 2008 was $9.91 million, or $0.18 per fully diluted share, up 217% on a per-share basis from $3.13 million, or $0.06 per fully diluted share, in the third quarter of 2007.

On the balance sheet, cash and cash equivalents totaled $6.54 million as of September 30, 2008, up from $4.04 million on December 31, 2007. Long-term debt totaled $25.96 million on September 30, 2008, up from $3.96 million at the end of 2007. The increase in long-term debt was primarily due to the issuance in April 2008 of $20 million in convertible bonds and warrants.

CEO Hails Results, Cites Ongoing Success of International Expansion Strategy

“Today’s financial results confirm the success of our strategy to seek growth overseas while maintaining our already strong position in our home market of China,” said Ken Yi Luo, Chairman and CEO of China Architectural Engineering. “This global approach is producing revenues from major new projects in the Middle East, the U.S., and East Asia, among other locations, while giving us the benefit of region-based advantages in margins and taxation. It is notable that the higher gross margins from these projects are improving our overall gross profits despite rising labor and material costs and the substantial appreciation of China’s currency.”

Mr. Luo continued, “The global strategy also continues to give us valuable diversification in very uncertain economic times. When robust demand continues, we will be positioned to take advantage of it. At the same time, we are establishing our presence in new markets, such as the U.S., providing us with new opportunities to select from. Our predominantly government sponsored landmark projects tend to be less cyclical than overall building activity. Clearly if overall building activity will pick up as and when credit eases, we believe CAE will be fully prepared to take advantage of it.”

CAE Reports Record Nine-Month Results

For the nine months ended September 30, 2008, CAE revenues totaled $122.71 million, up 101% from $60.96 million in the first nine months of 2007. As with the third quarter results, the Company’s increase in nine-month revenues was primarily due to growth in international projects. Gross profit for the first nine months of 2008 was $39.17 million, up 131% from $16.94 million a year earlier. Gross margin, showing the impact of higher project margins on international projects, improved to 32% in the first nine months of 2008 from 28% in the comparable period of 2007.

SG&A expenses for the first nine months of 2008, reflecting expansion costs and expenses related to the internationalization of the Company’s business strategy, rose 213% to $13.88 million from $4.44 million in the first nine months of 2007. Operating income for the first nine months of 2008 was $25.29 million, up 102% from $12.50 million a year earlier. Interest expenses rose to $2.89 million in the first nine months of 2008 from $1.34 million a year earlier, while income taxes fell to $147,925 from $2.05 million. The rising interest costs reflected the Company’s April 2008 bond issue as well as a $10 million issue of convertible bonds and warrants in April 2007. The drop in income taxes reflected the zero-corporate-tax treatment of CAE’s Dubai activities.

Net income for the nine months ended September 30, 2008 was a record $22.66 million, or $0.42 per fully diluted share, up 149% on a per-share basis from $9.11 million, or $0.18 per fully diluted share, for the same period a year earlier.

CAE Expects Continued Growth for Fourth Quarter 2008; CEO Notes High Visibility Should Sustain Growth for 2009 and Beyond

The Company today also provided financial guidance for its fourth quarter ending December 31, 2008 of revenues ranging between $45 million to $50 million, with earnings of between $6 million to $9 million, or $0.11 to $0.16, respectively, per fully diluted share. At the low-end of these ranges, the projected fourth quarter 2008 revenue would represent an 80% increase above the fourth quarter 2007 revenue of $25.6 million.

As was previously reported today, as of October 31, 2008, CAE’s backlog increased to a record $245 million in expected revenue from projects either under way, contracted or with contracts soon to be finalized. This is up from a $240 million backlog reported on August 11, 2008, at the time of CAE’s release of its second quarter 2008 financials. Included in the latest backlog figure are $80 million in newly announced projects in Dubai and Singapore.

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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.

Commenting on the Company’s outlook, Mr. Luo said, “Despite slowdowns in some construction markets, our new contracts and growing backlog make us confident that our prospects will remain healthy for both the fourth quarter and full-year 2009. The visibility of our future revenues and net income remains very high, due in large part to our well-established position in Middle East markets where construction spending on high end architectural buildings continues to boom.”

Conference Call Details

The Company will be hosting a conference call today, Monday, November 10, 2008 at 11:00 am EDT to review and discuss its third quarter and nine-month fiscal 2008 results and will be available to answer questions. To participate, please either access the live webcast on the Company's website, or call one of the following teleconferencing numbers below. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

US Dial-in Number: 877-407-8035

International Dial-in Number: 201-689-8035

A replay of the conference call will be available through November 24, 2008 and may be accessed by calling 877-660-6853, or 201-612-7415 for international callers. Please use account #286 and conference ID #302925. An audio archive will also be available on the Company's website at www.caebuilding.com shortly after the call.

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-friendly and energy saving buildings and 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, adverse capital and credit market conditions, 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.

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CHINA ARCHITECTURAL ENGINEERING, INC.
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
(STATED IN US DOLLARS)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Contract revenues earned	$	55,978,184		$	27,077,867		$	122,707,679		$	60,961,604
Cost of contract revenues earned		(38,595,231	)		(20,532,767	)		(83,537,317	)		(44,026,537	)
Gross profit	$	17,382,953		$	6,545,100		$	39,170,362		$	16,935,067
Selling, general and administrative expenses		(6,273,059	)		(1,875,284	)		(13,877,990	)		(4,439,355	)
Income from operations	$	11,109,894		$	4,669,816		$	25,292,372		$	12,495,712
Interest income		3,622			10,971			45,827			14,608
Interest expense		(1,356,085	)		(764,747	)		(2,888,111	)		(1,341,206	)
Other income		177,114			-			342,075			-
Income before taxation	$	9,934,545		$	3,916,040		$	22,792,163		$	11,169,114
Income tax		(30,945	)		(784,744	)		(147,925	)		(2,049,422	)
Equity loss and minority interests		5,924			1,087			16,787			(13,190	)
Net income	$	9,909,524		$	3,132,383		$	22,661,025		$	9,106,502
Earnings per share:
Basic	$	0.19		$	0.06		$	0.44		$	0.18
Diluted	$	0.18		$	0.06		$	0.42		$	0.18
Weighted average shares outstanding:
Basic		51,891,657			50,000,000			51,829,156			50,000,000
Diluted		55,653,537			50,925,991			55,554,987			50,632,657

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CHINA ARCHITECTURAL ENGINEERING, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(STATED IN US DOLLARS)
	September 30, 2008		December 31, 2007
ASSETS
Current assets
Cash and cash equivalents	$	6,537,961	$	4,040,168
Restricted cash		11,059,288		595,016
Contract receivables, net		81,305,443		13,047,559
Costs and earnings in excess of billings		31,363,456		57,488,693
Job disbursements advances		-		2,454,106
Tender and other site deposits		-		83,046
Other receivables		17,433,626		6,640,865
Inventories		1,518,622		528,743
Other current assets		4,080,681		109,533
Total current assets		153,299,077		84,987,729
Non-current assets
Plant and equipment, net		4,635,246		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	$	165,935,349	$	95,736,811
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term bank loans	$	8,937,585	$	2,578,550
Accounts payable		29,767,102		18,737,771
Billings in excess of costs and earnings		7,407,281		757,079
Amount due to shareholder		1,435,411		1,334,856
Other payables		5,690,069		9,193,186
Income tax payable		2,716,823		2,673,643
Business and other taxes payable		3,628,565		3,538,336
Other Accrual		2,177,550		499,684
Total current liabilities		61,760,386		39,313,105

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CHINA ARCHITECTURAL ENGINEERING, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS (Continued)
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(STATED IN US DOLLARS)
	September 30, 2008		December 31, 2007
Non-current liabilities
Long term bank loans	$	1,724,202	$	443,881
Convertible bond payable, net		24,225,822		3,465,741
Minority interest		10,541		49,482
TOTAL LIABILITIES	$	87,720,951	$	43,272,209
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2008 and December 31, 2007; Common stock, $0.001 par value, 100,000,000 shares authorized, 52,456,874 and 51,783,416 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively	$	52,457	$	51,784
Additional paid in capital		23,036,592		23,665,558
Statutory reserves		3,040,595		3,040,595
Accumulated other comprehensive income		5,609,893		1,892,829
Retained earnings		46,474,861		23,813,836
		78,214,398		52,464,602
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	165,935,349	$	95,736,811

Contact:

AT INVESTOR RELATIONS INTL:

Haris Tajyar, Managing Partner

818-382-9702

htajyar@irintl.com

or

AT CAE:

Bert Grisel, Chief Financial Officer

852-2152-3528

bg@caebuilding.com

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EX-99.2

China Architectural Engineering Awarded $80 Million in New

International Projects; Backlog Rises to Record $245 Million

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 that it has been awarded two new contracts for projects valued at $80 million in Dubai and Singapore. The Company today also reported that its project backlog has increased to a new record of $245 million.

Two Latest Contracts Represent Ongoing Success of CAE’S International Expansion Strategy

Today’s new Dubai contract is for the construction of external envelopes for facilities of the Dubai Metro System’s new Green Line. This is a continuation of CAE’s work on the Red Line, where it already has begun building external station envelopes under a $50 million contract announced in March 2008, followed by additional contracts for entrance pods and footbridges for the same Red Line. Including today’s announcement, the Company’s total contract value for the Dubai Metro System has exceeded $100 million, which is expected to be completed by 2010. Upon completion, the Dubai Metro system will become the longest fully automated rail system in the world.

The Singapore contract will represent a landmark project in the country by the National Parks Board of Singapore. Under the terms of the agreement, CAE will design, engineer, fabricate and install a glazed facade for the Conservatory Complex at Gardens by the Bay. This project, which is expected to be completed within two years, also represents CAE’s first major project in South East Asia.

Backlog Continues to Increase

In the latest of its periodic backlog updates, CAE today also reported that the total value of projects expected to produce revenue as of October 31, 2008 stood at $245 million. This new record backlog figure represents yet another quarterly sequential increase from $240 million, reported on June 2008, the date of the Company’s last reported backlog, and from $208 million in March 2008. This latest backlog figure includes today’s two new contracts.

CAE defines backlog as the total anticipated revenue from projects already begun and upcoming projects for which contracts have been signed or awarded and pending 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 necessarily the most effective indicator of the ultimate profitability of its revenues.

China Architectural Engineering Chairman and CEO Ken Yi Luo said, “The market’s continued demand for CAE’s unique, superior and cost-effective architectural solutions, once again clearly exemplifies our ability to expand across the globe while further building on our growing industry reputation. Today’s latest Dubai contract builds on the $50 million project, our largest ever outside China, which we announced earlier this year. Our ability to expand within an existing client as well as penetrate an entire new region, South East Asia, is a reflection of the resilience of our unique business model which is allowing us to continue to expand despite the current global economic weakness.”

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.

Contact:

At Investor Relations Intl:

Haris Tajyar

Managing Partner

818-382-9702

htajyar@irintl.com

or

At CAE:

Bert Grisel

Chief Financial Officer

852-2152-3528

bg@caebuilding.com

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