UNITES
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 2
(Rule
13d-1)
CHINA RUNJI CEMENT
INC.
(Name of
Issuer)
Common Stock, $.0001 par
value
(Title of
Class of Securities)
338181100
(CUSIP
Number)
Shouren
Zhao, Chief Executive Officer
c/o China
Runji Cement Inc.
Xian
Zhong Town, Han Shan County
Chao Hu
City, Anhui Province
People’s
Republic of China
(011) 0086 565
4219871
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 23,
2008
(Date of
Event Which Requires Filing of This Statement)
Copies
To:
Harold H.
Martin, Esq.
Martin
& Pritchett, P.A.
17115
Kenton Drive, Suite 202A
Cornelius,
North Carolina 28031
Tel: (704)
584-0268
Fax: (704)
895-1528
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
1
|
NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shouren
Zhao
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People's
Republic of China
|
|
7
|
SOLE
VOTING
POWER
18,500,000
|
8
|
SHARED
VOTING
POWER
22,200,000
|
9
|
SOLE
DISPOSITIVE POWER
18,500,000
|
10
|
SHARED
DISPOSITIVE POWER
22,200,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,700,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.6%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
1.
Security and
Issuer
.
This
Statement on Schedule 13D amends that certain Statement on Schedule 13D,
Amendment No. 1, filed with the Commission on July 23, 2008, by Shouren Zhao
(“Mr. Zhao”), a citizen and resident of the People’s Republic of
China.
This
Statement relates to shares of common stock, $.0001 par value (the “Common
Stock”), of China Runji Cement Inc., a Delaware corporation (the “Issuer”). At
present, there are 78,832,064 issued and outstanding shares of Common Stock, and
a total of 200,000,000 authorized shares of Common Stock.
The
Reporting Person is Mr. Zhao, who is the Chairman, Chief Executive Officer and
President of the Issuer. The Reporting Person is the beneficial owner of
18,500,000 shares of Common Stock in his own name, and the beneficial owner of
an additional (a) 7,500,000 shares of Common Stock owned by Wei Chu Meng, his
wife, (b) 7,700,000 shares of Common Stock owned by Ting Zhao, his son, and (c)
7,000,000 shares of Common Stock owned by Min Yan Zhao, his daughter, for a
total beneficial ownership of 40,700,000 shares of Common Stock, representing
51.6% of the issued and outstanding Common Stock.
The Issuer’s principal executive offices are located at Xian Zhong Town, Han
Shan County, Chao Hu City, Anhui Province, People’s Republic of
China.
Item
2.
Identity and
Background
.
a.
|
The
name of the Reporting Person is Mr.
Zhao.
|
b.
|
The
business address of Mr. Zhao is Xian Zhong Town, Han Shan County, Chao Hu
City, Anhui Province, People’s Republic of China. The
registered office of Mr. Zhao is at the same
address.
|
c.
|
Mr.
Zhao’s principal business is acting as the Chairman, Chief Executive
Officer and President of the Issuer, and his principal business
address is Xian Zhong Town, Han Shan County, Chao Hu City, Anhui Province,
People’s Republic of China. He is also the Chairman, Chief
Executive Officer and President of Anhui Province Runji Cement Co., Ltd.,
the operating subsidiary of the
Issuer.
|
d.
|
During
the past five years, Mr. Zhao has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
|
e.
|
During
the past five years, Mr. Zhao has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result
of which proceeding he 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.
|
Mr.
Zhao is a citizen and resident of the People’s Republic of
China.
|
Item
3.
Source and Amount of Funds
or Other Consideration
.
Pursuant
to a Share Exchange Agreement, dated October 9, 2007 (the “Share Exchange
Agreement”), Mr. Zhao transferred all of his share capital in Renji
Cement Investment Company, Ltd., a British Virgin Islands corporation (“Renji
Investment”), to the Issuer in exchange for the issuance of 55,000,000 shares of
Common Stock, thus causing Renji Investment and its subsidiaries, Renji Cement
Company Limited and Anhui Province Runji Cement Co., Ltd., to become direct and
indirect wholly-owned subsidiaries of the Issuer.
Pursuant
to a Stock Purchase Agreement, dated October 9, 2007 (the “Stock Purchase
Agreement”), Mr. Zhao acquired 18,500,000 shares of Common Stock from Timothy
Crottey, then the Chief Executive Officer of the Issuer, for a purchase price of
$540,000 in cash. The source of the cash was the personal funds of
Mr. Zhao.
Item
4.
Purpose of
Transaction
.
The
purpose of the transaction was to consummate a reverse merger of Anhui Province
Runji Cement Co., Ltd. (“Anhui Runji”) into the Issuer. On
November 1, 2007, the parties to the Share Exchange Agreement and the Stock
Purchase Agreement consummated the transactions contemplated thereby. At the
closing of the Share Exchange Agreement the Issuer exchanged 55,000,000 shares
of Common Stock with Mr. Zhao for all of the share capital of Renji
Investment. In addition, at the closing of the Stock Purchase
Agreement, Mr. Zhao acquired 18,500,000 shares of Common Stock from Timothy
Crottey.
In
addition, pursuant to the terms and conditions of the Share Exchange
Agreement:
·
|
Demand
and piggy-back registration rights were granted to Mr. Zhao with respect
to shares of the Company’s restricted common stock to be acquired by him
at closing in a Regulation S
offering.
|
·
|
On
the Closing Date, the current officers of the Issuer resigned from such
positions and the persons chosen by Anhui Runji were appointed as the
officers of the Issuer, notably Shouren Zhao, as Chairman, CEO and
President and Yichun Jiang as CFO.
|
·
|
On
the Closing Date, Timothy Crottey resigned from his position as a director
effective upon the expiration of the ten day notice period required by
Rule 14f-1, at which time additional persons designated by Anhui Runji
will be appointed as director of the Issuer, notably Liming Bi and Xuanjun
Yang.
|
·
|
On
the Closing Date, the Issuer paid and satisfied all of its “liabilities”
as such term is defined by U.S.
GAAP.
|
The
foregoing description of the Share Exchange Agreement and the Stock Purchase
Agreement do not purport to be complete and are qualified in their entirety by
reference to the complete text of such agreements which are filed as Exhibits
2.1 and 2.2 to a Form 8-K which was filed with the Commission on November 7,
2007.
On
January 23, 2008, Mr. Zhao transferred 55,000,000 of his shares of Common Stock
to twenty individuals consisting of family members and business associates who
were all non-“U.S. Persons.” Mr. Zhao believes the Issuer’s restructuring is
exempt from registration pursuant to Regulation S under the Securities Act of
1933, as amended. Each of the transferees has signed
a form of Offshore Stock Purchase Agreement with Mr. Zhao, which
contains representations, warranties and agreements with respect to compliance
with Regulation S identical to the agreement attached as Exhibit 10.1
hereto.
Other
than as heretofore described, Mr. Zhao does not have any plans or proposals
which relate to or would result in any of the matters set forth in Items 4(a)
through (j) of this Schedule.
Item
5.
Interest in Securities of
the Issuer
.
a. After
giving effect to the issuance of 55,000,000 shares pursuant to the
share exchange as described above, the Issuer has 78,832,064 shares of Common
Stock issued and outstanding. At present, Mr. Zhao beneficially owns
40,700,000 shares of such Common Stock, representing 51.6% of the issued and
outstanding Common Stock. Mr. Zhao disclaims any membership in a
group within the meaning of Section 13(d)(3) of the Act.
b. The
following table indicates the number of shares as to which Mr. Zhao has sole
power to vote or to direct the vote, shared power to vote or to direct the vote,
sole power to dispose or to direct the disposition, or shared power to dispose
or to direct the disposition.
|
|
Sole Voting Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Mr.
Zhao
|
|
18,500,000
|
|
23.5%
|
|
|
|
|
|
|
|
Shared Voting Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Mr.
Zhao
|
|
22,200,000
|
|
28.1%
|
|
|
|
|
|
|
|
Sole Dispositive Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Mr.
Zhao
|
|
18,500,000
|
|
23.5%
|
|
|
|
|
|
|
|
Shared Dispositive Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Mr.
Zhao
|
|
22,200,000
|
|
28.1%
|
c. Not
applicable.
d. None.
e. Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
|
Refer to
the discussion under Item 4, above, with respect to any contracts, arrangements,
understandings or relationships between Mr. Zhao and between such persons and
any person with respect to any securities of the Issuer. Mr. Zhao
represents that no such contracts, arrangements, understandings or relationships
currently exist except as disclosed therein.
Item
7.
Material to be Filed as
Exhibits
.
Exhibit No.
|
|
Description
|
10.1
|
|
Form
of Offshore Stock Purchase
Agreement
|
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.
SHOUREN
ZHAO
By: /s/
Shouren Zhao
Name:
Shouren Zhao
Date: July
31, 2008
China Runji Cement (CE) (USOTC:CRJI)
過去 株価チャート
から 8 2024 まで 9 2024
China Runji Cement (CE) (USOTC:CRJI)
過去 株価チャート
から 9 2023 まで 9 2024