UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
China Architectural
Engineering, Inc.
(Name
of Issuer)
Common Stock, $.001 par
value per share
(Title
of Class of Securities)
16937 S
10 2
CUSIP
Research
Building, No.801 Wuzhong Road,
Changzhou
Science and Education Industrial Park
Wujin
District, Changzhou, Jiangsu, People’s Republic of China, 213164
+86-519-86339908
________________________
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(Copy
to)
Anh Q.
Tran, Esq.
K&L
Gates LLP
10100
Santa Monica Blvd., 7th Floor
Los
Angeles, CA 90067
Telephone
(310) 552-5000 Facsimile (310) 552-5007
August 18,
2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
o
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See section 240.13d-7 for other parties to whom copies
are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("
Act
") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 16937 S 10 2
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1. Names
of reporting persons. I.R.S. Identification Nos. of above persons
(entities only).
First Jet Investments
Limited
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2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(A)
o
(B)
o
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3. SEC
Use Only
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4. Source
of Funds (See Instructions)
OO
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5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6. Citizenship
or Place of Organization: British Virgin
Islands
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|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
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7. Sole
Voting Power
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19,000,000
(1)
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8. Shared
Voting Power
|
|
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9. Sole
Dispositive Power
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19,000,000
(1)
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10. Shared
Dispositive Power
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11. Aggregate
Amount Beneficially Owned by Each Reporting
Person
19,000,000
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|
12. Check
if the Aggregate Amount In Row 11 Excludes Certain Shares (See
Instructions)
o
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13. Percent
of Class Represented by Amount in Row 11
23.7%
(2)
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14. Type
of Reporting Person (See Instructions)
CO
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(1)
Represents shares held by First Jet Investments Limited, which is the wholly
owned subsidiary of Gaotime Corporation Limited. Gaotime Corporation
Limited is an indirect beneficial owner of the reported
securities. Jun Tang owns approximately 83% of Gaotime Corporation
Limited. As a result, Jun Tang may be deemed to be the beneficial
owner of the shares of the Issuer held by First Jet Investments
Limited. The foregoing disclaims beneficial ownership of the shares
of the Issuer held by First Jet Investments Limited except to the extent of his
pecuniary interest.
(2)
Based on 80,156,874 shares of Common Stock outstanding as of November 21,
2010.
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CUSIP
No. 16937 S 10 2
|
|
1. Names
of reporting persons. I.R.S. Identification Nos. of above persons
(entities only).
Gaotime
Corporation Limited
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|
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(A)
o
(B)
o
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3. SEC
Use Only
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4. Source
of Funds (See Instructions)
OO
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5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6. Citizenship
or Place of Organization: Hong Kong
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|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person With:
|
7. Sole
Voting Power
|
0
|
|
8. Shared
Voting Power
|
19,000,000
(1)
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|
9. Sole
Dispositive Power
|
0
|
|
10. Shared
Dispositive Power
|
19,000,000
(1)
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting
Person
19,000,000
|
|
12. Check
if the Aggregate Amount In Row 11 Excludes Certain Shares (See
Instructions)
o
|
|
13. Percent
of Class Represented by Amount in Row 11
23.7%
(2)
|
|
14. Type
of Reporting Person (See Instructions)
CO
|
(1)
Represents shares held by First Jet Investments Limited, which is the wholly
owned subsidiary of Gaotime Corporation Limited. Gaotime Corporation
Limited is an indirect beneficial owner of the reported
securities. Jun Tang owns approximately 83% of Gaotime Corporation
Limited. As a result, Jun Tang may be deemed to be the beneficial
owner of the shares of the Issuer held by First Jet Investments
Limited. The foregoing disclaims beneficial ownership of the shares
of the Issuer held by First Jet Investments Limited except to the extent of his
pecuniary interest.
(2)
Based on 80,156,874 shares of Common Stock outstanding as of November 21,
2010.
|
CUSIP
No. 16937 S 10 2
|
|
1. Names
of reporting persons. I.R.S. Identification Nos. of above persons
(entities only).
Jun Tang
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|
2. Check
the Appropriate Box if a Member of a Group (See
Instructions)
(A)
o
(B)
o
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3. SEC
Use Only
|
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4. Source
of Funds (See Instructions)
OO
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5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6. Citizenship
or Place of Organization: United States of
America
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|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
|
7. Sole
Voting Power
|
0
|
|
8. Shared
Voting Power
|
19,000,000
(1)
|
|
9. Sole
Dispositive Power
|
0
|
|
10. Shared
Dispositive Power
|
19,000,000
(1)
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting
Person
19,000,000
|
|
12. Check
if the Aggregate Amount In Row 11 Excludes Certain Shares (See
Instructions)
o
|
|
13. Percent
of Class Represented by Amount in Row 11
23.7%
(2)
|
|
14. Type
of Reporting Person (See Instructions)
IN
|
(1)
Represents shares held by First Jet Investments Limited, which is the wholly
owned subsidiary of Gaotime Corporation Limited. Gaotime Corporation
Limited is an indirect beneficial owner of the reported
securities. Jun Tang owns approximately 83% of Gaotime Corporation
Limited. As a result, Jun Tang may be deemed to be the beneficial
owner of the shares of the Issuer held by First Jet Investments
Limited. The foregoing disclaims beneficial ownership of the shares
of the Issuer held by First Jet Investments Limited except to the extent of his
pecuniary interest.
(2)
Based on 80,156,874 shares of Common Stock outstanding as of November 21,
2010.
Item
1. Security and Issuer
This
Schedule 13D (the "
Schedule
") relates to
the common stock, $0.001 par value ("
Common Stock
") of
China Architectural Engineering, Inc. (the “
Issuer
”). The
principal executive offices of the Issuer are presently located at Research
Building, No. 801 Wuzhong Road, Changzhou Science and Education Industrial Park,
Wujin District, Changzhou, Jiangsu, People’s Republic of China,
213164.
Item 2. Identity and
Background
(a) This
Schedule 13D is being filed on behalf of First Jet Investments Limited (“
First Jet
”),
Gaotime
Corporation
Limited, and Jun Tang. Jun Tang is a director and owns approximately
83% of
Gaotime
Corporation
Limited, which is the 100% owner of First Jet Investments Limited. As
a result, Jun Tang Leung may be deemed to be the beneficial owner of the shares
held by First Jet Investments Limited.
The
persons named in this paragraph are sometimes referred to individually herein as
a "
Reporting
Person
" and collectively the "
Reporting
Persons
.”
(b)
Reporting Persons' principal office is that of the Issuer, which is Research
Building, No. 801 Wuzhong Road, Changzhou Science and Education Industrial Park,
Wujin District, Changzhou, Jiangsu, People’s Republic of China,
213164.
(c) Jun
Tang is the Chairman of the Board of the Issuer. First Jet
Investments Limited is the largest shareholder of the Issuer.
(d)
During the past five years, each of the Reporting Persons has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the past five years, each of the Reporting Persons has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
(f) First
Jet Investments Limited and
Gaotime
Corporation
Limited were formed under the laws of the British Virgin Islands and Hong Kong,
respectively. Mr. Tang is a citizen of the United States of
America.
Item
3. Source and Amount of Funds or Other Consideration
On August
18, 2010, First Jet Investments acquired 25,000,000 shares of Common Stock from
the Issuer pursuant to a Stock Purchase Agreement dated as of August 11, 2010,
among the Issuer, First Jet, First Jet’s wholly-owned subsidiary, New Crown
Technology Limited (“
New Crown
”) and Jun
Tang, the principal of First Jet and New Crown. In exchange for the
25,000,000 shares of Comment Stock, the Issuer received a 60% equity interest
holding in New Crown, which is the 100% equity holder of Shanghai ConnGame
Network Ltd. (“
ConnGame
”), a company
organized under the laws of the People’s Republic of China. ConnGame
is a developer and publisher of MMORPG (Massively Multiplayer Online Role
Playing Game). As a result of the transaction, First Jet became the Issuer’s
largest shareholder, and Mr. Tang was appointed as the Chairman of the Board of
Directors of the Issuer pursuant to the terms and conditions of the Stock
Purchase Agreement. At the time of the acquisition, Mr. Tang was the 100% owner
of First Jet. The foregoing summary of the Stock Purchase Agreement
is qualified in its entirety by reference to the copy of the Stock Purchase
Agreement, which is incorporated herein by reference in its entirety, filed as
Exhibit 10.1 to the
quarterly report on Form
10-Q filed with the Securities and Exchange Commission on
August 16,
2010. The share issuance and acquisition described above was approved by the
stockholders of the Issuer, and additional information regarding the acquisition
can be found in the Issuer's Definitive Information Statement on Schedule 14C
filed with the SEC on July 20, 2010, which is incorporated herein by reference
in its entirety.
On
September 1, 2010, Mr. Tang transferred 100% of the equity interests of First
Jet Investments Limited to Gaotime Corporation Limited, which is currently owned
by Mr. Jun Tang in an amount equal to approximately 83%. As a result,
Gaotime Corporation Limited and Jun Tang may be deemed to be beneficial owners
of the shares of the Issuer held by First Jet Investments
Limited. Each of the foregoing persons disclaims beneficial ownership
of the shares of the Issuer held by First Jet Investments Limited except to the
extent of his pecuniary interest.
On
December 9, 2010, First Jet effected a transfer of a total of 6,000,000 shares
of common stock of the Issuer to three purchasers in a private sales transaction
at a per share sales price of $0.55, for aggregate proceeds of $3.3
million. In connection with the sale, First Jet granted a single put
option to each of the purchasers that becomes exercisable beginning on the date
that is six months from the date of transfer and remains exercisable for the
three-month period thereafter pursuant to which each and any of the purchasers
may require First Jet to purchase back from the purchasers the shares not yet
disposed by the purchasers at $0.55 per share. Under certain events, the
purchasers may require First Jet to purchase back the shares earlier, beginning
on February 28, 2011.
Item
4. Purpose of Transaction
The
securities of the Issuer were acquired or disposed by the Reporting Persons as
set forth in Item 3, above, of this Schedule, which is hereby incorporated by
reference.
Each of
the Reporting Persons reserves the right to actively pursue various proposals
which could relate to or would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
(f) Any
other material change in the Issuer's business or corporate structure including
but not limited to, if the Issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by section 13 of the Investment Company Act of
1940;
(g)
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person;
(h)
Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer
(a) The
aggregate number and percentage of class of securities identified pursuant to
Item 1 beneficially owned by each the Reporting Persons named in Item 2 may be
found in rows 11 and 13 of the Cover Pages relating to each of the Reporting
Persons, which are hereby incorporated by reference.
(b) The
powers that each of the Reporting Persons identified in the preceding paragraph
has relative to the shares discussed herein may be found in rows 7 through 10 of
the Cover Pages relating to the each of the Reporting Person, which are hereby
incorporated by reference.
(c) All
transactions in the class of securities reported on effected by any of the
persons named in Item 5(a) during the past 60 days may be found in Item
3.
(d) None.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The
information provided in Item 4 is hereby incorporated by reference.
Item
7. Material to Be Filed as Exhibits
1. Joint
Filing Agreement attached hereto as
Exhibit
A
.
2. Stock
Purchase Agreement dated August 11, 2010, among China Architectural Engineering,
Inc., First Jet Investments Limited, New Crown Technology Limited and Jun Tang
(incorporated by
reference from
Exhibit
10.1
to the
Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange
Commission on
August 16, 2010
).
[SIGNATURE
PAGE TO FOLLOW]
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
December 17, 2010
First
Jet Investments Limited
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By:
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/s/ Jun Tang
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Name: Jun
Tang
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Title: Director
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Gaotime
Corporation Limited
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By:
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/s/ Jun Tang
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Name: Jun
Tang
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Title: Director
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Jun
Tang
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By:
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/s/ Jun Tang
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Jun
Tang, an individual
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Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in this Schedule 13D) on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock with a par value $0.001 per share, of
China Architectural Engineering, Inc., a Delaware corporation, and that this
Agreement may be included as an exhibit to such joint filing. This Joint Filing
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 17
th
day of
December 2010.
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First
Jet Investments Limited
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By:
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/s/ Jun Tang
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Name: Jun
Tang
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Title: Director
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Gaotime
Corporation Limited
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By:
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/s/ Jun Tang
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Name: Jun
Tang
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Title: Director
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Jun
Tang
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By:
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/s/ Jun Tang
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Jun
Tang, an individual
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