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 18, 2010

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 2.01 Completion of Acquisition or Disposition of Assets.

On August 18, 2010, pursuant to a stock purchase agreement (the “Agreement”) which was entered into on August 11, 2010 by and among China Architectural Engineering, Inc. (the “Company”), First Jet Investments Limited, a company organized under the laws of the British Virgin Islands (“First Jet”), New Crown Technology Limited, First Jet’s wholly-owned subsidiary (“New Crown”) and Mr. Jun Tang, the principal of First Jet and New Crown, the Company completed its acquisition of 60% of the issued and outstanding shares of New Crown, which is the holder of 100% of the equity interests of Shanghai ConnGame Network Ltd. (“ConnGame”).  In exchange for the 60% equity interest of New Crown, the Company issued 25,000,000 shares of the Company’s common stock, $0.001 par value per share, to First Jet.  ConnGame is a company organized under the laws of the People’s Republic of China with a registered capital of RMB 10,000,000.  ConnGame is a developer and publisher of MMORPG (Massively Multiplayer Online Role Playing Game).  As a result of the transaction, First Jet became the Company’s largest shareholder.

Additional information regarding this acquisition can be found in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 16, 2010 (“June 30, 2010 Quarterly Report”), which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On August 18, 2010, the Company issued 25,000,000 shares of the Company’s common stock, par value $0.001, to First Jet in exchange for 60% equity interest holding in New Crown, which is the 100% equity holder of ConnGame, in accordance with the terms of the Agreement.  The shares were issued in reliance upon an exemption from registration pursuant to Regulation S of the Securities Act of 1933, as amended. The Company complied with the conditions of Rule 903 as promulgated under the Securities Act including, but not limited to, the following: (i) the recipient of the shares is a non-U.S. resident and will not offered or sold their shares in accordance with the provisions of Regulation S; (ii) an appropriate legend will be affixed to the securities issued in accordance with Regulation S; (iii) the recipient of the shares will represent that it is not acquiring the securities for the account or benefit of a U.S. person; and (iv) the recipient of the shares will agree to resell the securities only in accordance with the provisions of Regulation S, pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an available exemption from registration. The Company refused to register any transfer of the shares not made in accordance with Regulation S, after registration, or under an exemption.

Item 5.01 Changes in Control of Registrant.

On August 18, 2010, as a result of the issuance of the Company’s common stock to First Jet to acquire 60% equity interest of New Crown, First Jet became the largest stockholder of the Company with 25,000,000 shares, or approximately 31.2% of our outstanding common stock immediately after the issuance, replacing KGE Group Ltd. as our largest stockholder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported in the Company’s June 30, 2010 Quarterly Report, the board of directors of the Company appointed Mr. Jun Tang as a member and Chairman of the Board of Directors of the Company, effective upon the closing of the acquisition, which occurred on August 18, 2010.   Immediately prior to the effective time of Mr. Jun Tang’s appointment, Luo Ken Yi resigned as the Chairman of the Board of Directors but remains as a member of the Board.  In addition, Mr. Tang Nianzhong resigned as a member of the Board of Directors to ensure that the Company has a majority of independent directors on the Board in compliance with Nasdaq continued listing standards.

Mr. Jun Tang, 47, the sole shareholder of First Jet, currently serves as the President and Chief Executive Officer of New Huadu Group, Fujian. From 2004 to 2008, Mr. Tang served as President of Shanghai SNDA (Nasdaq: SNDA), an interactive entertainment media company in China. Prior to that, he served as President of Microsoft China Co., Ltd from 2002 to 2004. From 1997 to 2002, he served as General Manager of Microsoft Global Technical Engineering Center, and from 1994 to 1997 he served as Senior Project Manager for Microsoft US. Mr. Tang received his doctorate degree, master’s degree and bachelor’s degree in the U.S., Japan and China, respectively.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 9, 2010, the Board of Directors approved an amendment to our Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the total number of authorized shares of common stock of the Company from 100,000,000 shares to 150,000,000 shares (the “Amendment”), contingent upon the closing of the acquisition.   The Amendment was previously approved by written consent by our stockholders on January 18, 2010.

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On August 20, 2010,the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation reflecting the increase of authorized common stock.  A copy of the Amendment is attached hereto as Exhibit 3.1

Item 7.01 Regulation FD Disclosure.

On August 24, 2010, the Company issued a press release announcing the closing of the ConnGame acquisition.  A copy of the 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 Item 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 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements of ConnGame required by this Item will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

 (b) Pro Forma Financial Information.

The unaudited pro forma financial information required by this Item will be filed by amendment to this Current Report on Form 8-K report not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit Number	Description
3.1	Amendment to Certificate of Incorporation of China Architectural Engineering, Inc.
21.1	Subsidiaries of China Architectural Engineering, Inc.
99.1	Press Release dated August 24, 2010.

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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: August  24, 2010	CHINA ARCHITECTURAL ENGINEERING, INC.
	By:  /s/ Luo Ken Yi
	Name: Luo Ken Yi
	Title:   Chief Executive Officer

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EX-3.1

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

CHINA ARCHITECTURAL ENGINEERING, INC.

a Delaware corporation

CHINA ARCHITECTURAL ENIGNEERING, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: Article 4 of the Corporation’s Certificate of Incorporation is amended by deleting the existing Article 4 in its entirety and substituting therefore a new Article 4 to read in its entirety as follows:

Section 1.  Number of Authorized Shares.  The total number of shares of stock which the Corporation shall have the authority to issue shall be One Hundred Sixty Million (160,000,000) shares.  The Corporation shall be authorized to issue two classes of shares of stock, designated, “Common Stock” and “Preferred Stock.”  The Corporation shall be authorized to issue One Hundred Fifty Million (150,000,000) shares of Common Stock, each share to have a par value of $.001 per share, and Ten Million (10,000,000) shares of Preferred Stock, each share to have a par value of $.001 per share.

Section 2.  Common Stock.  The Board of Directors of the Corporation may authorize the issuance of shares of Common Stock from time to time.  The Corporation may reissue shares of Common Stock that are redeemed, purchased, or otherwise acquired by the Corporation unless otherwise provided by law.

Section 3.  Preferred Stock.  The Board of Directors of the Corporation may by resolution authorize the issuance of shares of Preferred Stock from time to time in one or more series.  The Corporation may reissue shares of Preferred Stock that are redeemed, purchased, or otherwise acquired by the Corporation unless otherwise provided by law.  The Board of Directors is hereby authorized to fix or alter the designations, powers and preferences, and relative, participating, optional or other rights, if any, and qualifications, limitations or restrictions thereof, including, without limitation, dividend rights (and whether dividends are cumulative), conversion rights, if any, voting rights (including the number of votes, if any, per share, as well as the number of members, if any, of the Board of Directors or the percentage of members, if any, of the Board of Directors each class or series of Preferred Stock may be entitled to elect), rights and terms of redemption (including sinking fund provisions, if any), redemption price and liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, and to increase or decrease the number of shares of any such series subsequent to the issuance of shares of such series, but not below the number of shares of’ such series then outstanding.

Section 4.  Dividends and Distributions.  Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends, payable in cash or otherwise, as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefore.

Section 5.  Voting Rights.  Each share of Common Stock shall entitle the holder thereof to one vote on all matters submitted to a vote of the stockholders of the Corporation.

SECOND:                      The amendment set forth has been duly approved by the Board of Directors of the Corporation and by the Stockholders entitled to vote thereon.

THIRD:                      That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I, the undersigned, being the Chief Executive Officer of the Corporation, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Section 242 of the Delaware General Corporation Law, do make and file this Certificate of Amendment, hereby declaring and certifying that the facts herein stated are true and accordingly have hereunto set my hand, as of this 20TH day of August, 2010.

By: /s/ Luo Ken Yi

Name: Luo Ken Yi

Title: Chief Executive Officer

`

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

Name of Company	Place of Incorporation
Full Art International Limited	Hong Kong
Zhuhai King Glass Engineering Co., Ltd.	PRC
Zhuhai King General Glass Engineering Technology Co., Ltd.	PRC
King General Engineering (HK) Limited	Hong Kong
KGE Building System Limited	Hong Kong
KGE Australia Pty Limited	Australia
Zhuhai Xiangzhou District Career Training School	PRC
Techwell Engineering Limited	Hong Kong
Techwell International Limited	Macau
Techwell Building System (Shenzhen) Co., Ltd.	PRC
CAE Building Systems, Inc.	USA
China Architectural Engineering (Shenzhen) Co., Ltd.	PRC
CAE Building Systems (Singapore) Pte Ltd	Singapore
New Crown Technology Limited	Hong Kong
Shanghai ConnGame Network Ltd.	PRC

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EX-99.1

China Architectural Engineering Announces Completion of Majority Stake Acquisition of Shanghai ConnGame and New Chairman of Board

ZHUHAI, China & NEW YORK, August 24, 2010 – China Architectural Engineering, Inc. (“CAE” or the “Company”) (NASDAQ: CAEI), a provider of design, engineering, fabrication and installation services of high-end building envelope systems, today announced that the Company has completed its acquisition of 60% ownership of Shanghai ConnGame Network Ltd. (“ConnGame”), an MMORPG (Massively Multiplayer Online Role Playing Game) developer and operator,in exchange for 25 million shares of the Company's common stock.  The acquisition of ConnGame was conducted through the acquisition of a 60% ownership in New Crown Technology, Inc., ConnGame’s 100% parent.

ConnGame, founded and led by experienced management in China’s online game industry, develops MMORPGs for operation in China.  Leveraging its innovative game engines, scalable development platforms, and accomplished production teams, ConnGame focuses on self-developed MMORPGs game titles that are based on China’s iconic characters and nostalgic epochs.

The Company also announced today that the Company’s board of directors has appointed Mr. Jun Tang as a member and as the chairman of the board of directors of the Company, effective as of the closing of the acquisition, which occurred on August 18, 2010.   Immediately prior to the effective time of Mr. Jun Tang’s appointment, Luo Ken Yi resigned as the chairman of the board of directors, but remains a member of the board.

Mr. Jun Tang, the new chairman of CAE, commented, “It’s my great honor to be appointed as the chairman of the board of CAE.  I am very excited about this opportunity to return to the gaming industry and to quickly develop and grow CAE’s new business. It is my duty and goal to work closely with my team and members of the board to build a strong management team, strengthen our execution capabilities and further enhance our communication with investors to grow and expand our company.

“With the completion of this acquisition, we envision CAE taking greater advantage of our core architectural engineering and design market, and more importantly, capturing China’s large and rapidly growing online game market. We will strengthen our business model by diversifying our revenue stream, as well as eliminating unprofitable business segments. I am convinced that CAE and ConnGame share a common culture of technical excellence.  Therefore, I am confident that the integration of our businesses and technologies will drive business growth and operational efficiency for CAE and ultimately create higher shareholder value.

“I would also like to express my deep appreciation to the former chairman of CAE, Mr. Luo Ken Yi, for his dedication, professionalism and leadership during his tenure. He has made outstanding contributions to CAE and we sincerely thank him for his hard work, both in the past and in the future as he continues to serve as a member of the board.”

About China Architectural Engineering

China Architectural Engineering, Inc. (NASDAQ:CAEI) is a provider of design, engineering, fabrication and installation services of high-end curtain wall systems, roofing systems, steel construction systems, and eco-energy systems.  Founded in 1992, CAEI has maintained its market leadership by providing timely, high-quality, reliable, fully integrated, and cost-effective solutions.  Collaborating with world-renowned architects and building engineers, the Company has successfully completed over one hundred large, complex and unique projects worldwide, including numerous award-winning landmarks across Asia’s major cities.

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

About Shanghai ConnGame

Shanghai ConnGame, founded and led by experienced management in China’s online game industry, develops MMORPGs for operation in China.  Leveraging its innovative game engines, scalable development platforms, and accomplished production teams, ConnGame focuses on self-developed MMORPGs game titles that are based on China’s iconic characters and nostalgic epochs.

Forward-Looking Statements

In addition to historical information, the statements set forth above may 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. Actual results could differ materially from the expectations contained in forward-looking statements as a result of risks and uncertainties, including, but not limited to, difficulties in moving into the online gaming market; the Company’s ability to integrate the management, personnel and operations of the Company and ConnGame; required Company payments under the waiver agreement and ability to maintain the conditions of the bondholder waiver and dilution from the potential adjustment to the conversion price of the bonds for non-compliance with the waiver; identification and remediation of the Company's deficiencies and weaknesses in its internal controls over financial reporting, potential claims or litigation that may result from the occurrence of restatements, ability to identify and secure debt, equity, and/or other financing required to continue the operations of the Company; reduction or reversal of the Company's recorded revenue or profits due to "percentage of completion" method of accounting and expenses; increasing provisions for bad debt related to the Company's accounts receivable; fluctuation and unpredictability of costs related to our products and services; adverse capital and credit market conditions; expenses and costs associated with its convertible bonds, regulatory approval requirements and competitive conditions; and various other matters, many of which are beyond our control. 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.

Investor Contact:

ICR:

Michael Tieu

Tel:   +86-10-6599-7960

Email: michael.tieu@icrinc.com

Bill Zima

Tel:   +1-203-682-8200

Email: bill.zima@icrinc.com