May 27, 2010
Via Edgar and Federal Express
John Hartz Senior Assistant Chief Accountant Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-4631 |
| Re: | China Architectural Engineering, Inc. |
| Form 10-K for the Fiscal Year Ended December 31, 2008 |
| Definitive Proxy Statement on Schedule 14A filed April 30, 2009 |
| Form 10-Q for the Fiscal Quarter Ended March 31, 2009 |
| Form 10-Q for the Fiscal Quarter Ended June 30, 2009 |
| Form 10-Q for the Fiscal Quarter Ended September 30, 2009 |
| Form 10-K for the Fiscal Year Ended December 31, 2009 |
| Form 10-K/A for the Fiscal Year Ended December 31, 2009 |
| Form 10-Q for the Fiscal Quarter Ended March 31, 2010 |
| File No. 001-33709 |
| Ladies and Gentlemen: |
On behalf of China Architectural Engineering, Inc., a Delaware corporation (the “Company”), the undersigned is hereby providing the Company’s response to the Securities and Exchange Commission comment letter dated May 26, 2010. The Company’s response to the Staff’s comment letter, below, is repeated verbatim with the Company’s response immediately following.
Form 10-K/A for the Fiscal Year
Report of Independent Registered Public Accounting Firm, page F-2
| 1. | Comment: Please amend your amended Form 10-K to have your auditor include an explanatory paragraph in the reissued audit opinion regarding the restatement. See AU Sections 508.11 and 508.19 of the AICPA Statements of Auditing Standards for guidance |
Response: We respectfully note your comment and have filed an amendment to the Company’s Form 10-K/A modifying the auditor report contained therein to include an explanatory paragraph in the reissued audit opinion regarding the restatement.
The undersigned, on behalf of the Company, hereby acknowledges and agrees that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in its filings; |
| • | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Mr. John Hartz
May 27, 2010
Page 2
Please do not hesitate to contact Anh Q. Tran, Esq. of K&L Gates, LLP, company counsel, at (310) 552-5083, with any questions regarding the matters discussed in this letter.
Sincerely,
/s/ Luo Ken Yi
Luo Ken Yi
Chief Executive Officer
and Chairman of the Board
| cc: | Dale Welcome, U.S. Securities and Exchange Commission |
Anh Q. Tran, K&L Gates, LLP