CHINA RUNJI CEMENT INC - FORM 10-Q

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EX-32.2 - PRINCIPAL ACCOUNTING OFFICER CERTIFICATION - CHINA RUNJI CEMENT INC	x322.htm
EX-31.2 - CFO CERTIFICATION - CHINA RUNJI CEMENT INC	x312.htm
EX-32.1 - PRINCIPAL EXECUTIVE OFFICER CERTIFICATION - CHINA RUNJI CEMENT INC	x321.htm
EX-31.1 - CEO CERTIFICATION - CHINA RUNJI CEMENT INC	x311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 000-51755

CHINA RUNJI CEMENT INC.

(Exact name of Registrant as specified in its charter)

Delaware		98-0533824
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Xian Zhong Town, Han Shan County

Chao Hu City, An Hui Province, People’s Republic of China

(Address of principal executive offices)

(86) 565 4219871

(Registrant's telephone number)

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: January 14, 2010, 78,832,064 shares.

CHINA RUNJI CEMENT INC.

Form 10-Q for the period ended November 30, 2009

TABLE OF CONTENTS

			Page

PART I - FINANCIAL INFORMATION

	ITEM 1 - FINANCIAL STATEMENTS

		Consolidated Balance Sheets as of November 30, 2009 and August 31, 2009 (Unaudited)	3

		Consolidated Statements of Operations and Comprehensive Income for the three months ended November 30, 2009 and 2008 (Unaudited)	4

		Consolidated Statements of Cash Flows for the three months ended November 30, 2009 and 2008 (Unaudited)	5

		Notes to Unaudited Consolidated Financial Statements	6

	ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12

	ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		17

	ITEM 4 (A) - CONTROLS AND PROCEDURES		17

	ITEM 4 (A)T – INTERNAL CONTROL OVER FINANCIAL REPORTING		17

PART II - OTHER INFORMATION

	ITEM 1 - LEGAL PROCEEDINGS		18

	ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		18

	ITEM 3 - DEFAULTS UPON SENIOR SECURITIES		18

	ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		18

	ITEM 5 - OTHER INFORMATION		18

	ITEM 6 – EXHIBITS		18

		SIGNATURES	19

- 2 -

China Runji Cement, Inc.

Consolidated Balance Sheets

(UNAUDITED)

	November 30,		August 31,
	2009		2009
ASSETS
Current Assets
Cash and cash equivalents	$	85,263	$	752,952
Accounts receivable, net (Note 3)		6,448,924		7,758,060
Accounts receivable from related party (Note 3)		127,393		120,615
Advances (Note 5)		6,331,431		6,323,149
Short Term Deferred Assets (Note 7)		76,889		102,298
Inventory (Note 4)		2,346,376		2,015,140
Prepaid expenses and other receivables		2,062,071		1,110,522
Total Current Assets		17,478,347		18,182,736

Advance for construction In progress projects (Note 5)		3,089,211		2,743,828
Property, plant and equipment, net (Note 6)		54,281,423		51,766,946
Intangible Assets & Deferred Charges (Note 7)		4,515,689		4,416,306
Total Assets	$	79,364,670	$	77,109,816

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payables and accrued liabilities (Note 8)	$	20,818,228	$	19,477,476
Short-term loans (Note 9)		13,330,404		13,301,615
Long-term loan-current portion (Note 11)		758,145		733,143
Due to related parties (S/T)(Note 10)		16,999,217		16,816,524
Taxes payable and other		360,574		739,405
Total Current Liabilities		52,266,568		51,068,163

Long-Term loan-non-current portion (Note 11)		37,130		235,174
Total Liabilities		52,303,698		51,303,337

Commitments and Contingencies (Note 12)		-		-

Stockholders' Equity
Preferred Stock: 20,000,000 shares authorized, $0.0001 par value
No shares issued and outstanding		-		-
Common Stock: 200,000,000 shares authorized,
$0.0001 par value 78,832,064 shares issued and outstanding		7,883		7,883
Additional paid in capital		12,327,962		12,327,962
Accumulated other comprehensive income		2,590,473		2,535,914
Retained earnings		12,134,654		10,934,720
Total Stockholders' Equity		27,060,972		25,806,479

Total Liabilities and Stockholders' Equity	$	79,364,670	$	77,109,816

The accompanying notes are an integral part of these unaudited financial statements.

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China Runji Cement, Inc.

Consolidated Statements of Operations and Comprehensive Income

(UNAUDITED)

	For the three months ended November 30,
	2009			2008

Revenue	$	10,930,701		$	15,750,411
Cost of goods sold		10,225,190			13,697,507
Gross Profit		705,511			2,052,904
Operating Costs and Expenses:
Selling expenses		86,647			72,052
G&A expenses		625,380			373,663
Depreciation of property, plant and equipment		39,566			37,788
Total operating costs and expenses		751,593			483,503
Income From Operations		(46,082	)		1,569,401

Interest income		-			972
Interest expenses		(222,098	)		(20,756	)
Government Subsidies / Grants		1,875,336			731,891
Other income (expenses)		(3,975	)		(62,784	)

Income Before Income Taxes		1,603,181			2,218,724
Income taxes		403,247			553,751

Net Income		1,199,934			1,664,973

Other Comprehensive Income
Foreign currency translation adjustment		54,559			49,864

Comprehensive Income	$	1,254,493		$	1,714,837

Earnings Per Share - Basic and Diluted	$	0.02		$	0.02

Weighted Average Shares Outstanding- Basic and Diluted		78,832,064			78,832,064

The accompanying notes are an integral part of these unaudited financial statements.

- 4 -

China Runji Cement, Inc.

Consolidated Statements of Cash Flows

(UNAUDITED)

	For the three months ended November 30,
	2009			2008

Operating activities
Net income	$	1,199,934		$	1,664,973
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization		69,289			64,560
Depreciation, expense and cost		1,159,684			967,993
Changes in operating assets and liabilities:
Accounts receivable, net		1,319,321			(2,304,326	)
Advances to suppliers		5,334			-
Prepaid expenses and other receivables		(949,992	)		604,849
Inventory		(326,896	)		(1,001,812	)
Accounts payable and accrued liabilities		1,298,818			4,040,687
Customer Deposit		-			467,181
Tax payable		(380,423	)		(876,264	)
Net cash provided by (used in) operating activities		3,395,069			3,627,841

Investing activities
Collection of loans to related parties		-			7,247
Property, plant and equipment additions		(3,902,162	)		(802,630	)
Net cash provided by (used in) investing activities		(3,902,162	)		(795,383	)

Financing activities
Short term loan proceeds		878,928			-
Short term loan repayment		(878,928	)		-
Proceeds/(repayment) of related party loans		146,488			(2,849,421	)
Principle payment of the sale-leaseback financing		(175,126	)		-
Net cash provided by (used in) financing activities		(28,638	)		(2,849,421	)

Effect of exchange rate changes on cash and cash equivalents		(131,958	)		(5,578	)

Increase (decrease) in cash and cash equivalents		(667,689	)		(22,541	)

Cash and cash equivalents, beginning of year		752,952			415,031

Cash and cash equivalents, end of year	$	85,263		$	392,490

Supplemental Disclosures
Interest Paid	$	98,225		$	20,756
Income taxes paid	$	403,247		$	1,442,353

Noncash Investing and Financing Activities
Reclassification of CIP to Property, Plant & Equipment	$	7,160,024		$	-
Transfer to CIP from Advances	$	3,496,594		$	-

The accompanying notes are an integral part of these unaudited financial statements.

- 5 -

CHINA RUNJI CEMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2009

(UNAUDITED)

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated as FitMedia Inc., a Delaware corporation, on August 30, 2004.

On November 1, 2007, the Company closed a reverse merger with Anhui Province Runji Cement Co., Limited (“Anhui Runji”). Anhui Runji is the accounting acquirer and the transaction is accounted for as a recapitalization. The historical financial statements of Anhui Runji survived the merger and are presented herein.

Anhui Runji, a producer and distributor of cement located in Anhui Province in China, was established in December 2003 with registered capital of RMB 60 million yuan. Anhui Runji started production in October 2005 and specializes in cement production and sales. The main cement varieties produced are ordinary silicate cement PO52.5, PO42.5, PO32.5 and PC32.5. Following the commencement of the second cement clinker production line in October 2008, Anhui Runji currently has one production line of cement and one of cement clinker; each is designed to produce 2,500 tons per day.

Anhui Runji obtained its production license in 2005. Presently, Anhui Runji mainly focuses production on Runji Brand PII52.5, PO42.5, PO32.5 and PC32.5 cements. PII52.5 is a high grade, high strength cement that is made in Anhui and Jiangsu Provinces and the region of north of the Changjiang River and is used in large infrastructural projects. Anhui Runji has a rigorous quality control system and received ISO9001 quality system certification and international accreditation in March 2006. In addition Anhui Runji passed the national GB/T 19001-2000 standard authentication.

Presently, Anhui Runji’s main market is in Hefei city and Pukou area of Nanjing city. On January 8, 2008, to reflect its business and business plan, the Company changed its name from “FitMedia Inc.” to “China Runji Cement Inc.”

Basis of Presentation

These accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the August 31, 2009 audited financial statements of the Company and the notes thereto as included in the Company’s Form 10-K filed on November 25, 2009. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements, which would substantially duplicate the disclosure required in the Company’s August 31, 2009 annual financial statements have been omitted.

These accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Ren Ji Cement Investment Co., Ltd (a BVI corporation), Ren Ji Cement Company Limited (a Hong Kong corporation) and Anhui Province Runji Cement Co., Ltd. (a PRC corporation), and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

All significant inter-company balances and transactions have been eliminated in consolidation. Certain prior period numbers are reclassified to conform to current period presentation.

Use of Estimates

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation.

- 6 -

CHINA RUNJI CEMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2009

(UNAUDITED)

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Government Subsidies Income

A government subsidy is recognized only when there is reasonable assurance that the enterprise will comply with any conditions attached to the grant and the grant will be received.

During the quarter ended November 30, 2009, the Local Tax Bureau of Hanshan County has confirmed to refund the resource tax of RMB 6,791,164 to the Company and the local government of Hanshan County granted RMB 6,000,000 to the Company as the allowance for the Company’s waste heat generator project. The government subsidy income totaled $1,875,336 during this quarter.

New Accounting Pronouncement

In June 2009, the FASB issued Update No. 2009-01, Generally Accepted Accounting Principles (ASU 2009-01). ASU 2009-01 establishes “The FASB Accounting Standards Codification,” or Codification, which became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. On the effective date, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non grandfathered non-SEC accounting literature not included in the Codification will become non authoritative. ASU 2009-01 is effective for interim and annual periods ending after September 15, 2009. The Company adopted the provisions of ASU 2009-01 for the quarter ended November 30, 2009. There is no impact on the Company’s consolidated operating results, financial position or cash flows.

In May 2009, the FASB issued ASC 855, “Subsequent Events” (ASC 855) to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted the provisions of ASC 855 for the period ended August 31, 2009. There was no impact on the Company’s consolidated operating results, financial position or cash flows.

NOTE 2 – GOING CONERN

As reflected in the accompanying consolidated financial statements, the Company had a working capital deficiency of $34,788,221 as of November 30, 2009. This factor raises substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

Although the Company plans to obtain additional sources of equity or debt financing, there is no assurance these activities will be successful.

NOTE 3 – ACCOUNTS RECEIVABLE AND NOTES RECEIVABLE

	30-Nov-09		31-Aug-09

Notes Receivable	$	580,978	$	199,148

Accounts Receivable –Trade	$	5,867,946	$	7,558,912
Accounts Receivable from related party		127,393		120,615
Allowance for Doubtful Accounts		-		-
	$	6,576,317	$	7,878,675

The accounts receivable from related party was $127,393 and $120,615 at November 30, 2009 and August 31, 2009 respectively. The related party is an entity controlled by the President and CEO of the Company.

The accounts receivable amount of $1,423,377 and $2,923,464 at November 30, 2009 and August 31, 2009 respectively, is used as a securitization for the ICBC Hanshan bank loan (Note 9).

NOTE 4 – INVENTORY

Inventory consists of the following:

	30-Nov-09		31-Aug-09

Raw Materials	$	303,034	$	702,529
Packaging Materials		29,772		25,138
Semi-Finished Goods		1,322,298		292,376
Finished Goods		852,316		871,976
Supplies		(161,044)		123,121
	$	2,346,376	$	2,015,140

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CHINA RUNJI CEMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2009

(UNAUDITED)

NOTE 5 – ADVANCES TO SUPPLIERS

Advances to suppliers consist of the following:

	30-Nov-09		31-Aug-09
Advances to suppliers	$	6,331,431	$	6,323,149
Advance for Construction In Progress projects		3,089,211		2,743,828
Advances	$	9,420,642	$	9,066,977

Advances to suppliers represent amounts prepaid for raw materials. Advances for construction in progress projects represents amounts prepaid for Construction in Progress. The advances are applied against amounts due to the supplier as the materials are received.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	30-Nov-09			31-Aug-09

Building – Cost	$	28,515,642		$	28,423,400
Building - Accumulated Depr		(3,754,164	)		(3,407,631	)
Building – Net		24,761,478			25,015,769

Equipment & Machinery – Cost		38,483,171			31,245,848
Equipment & Machinery - Accumulated Depr		(9,286,696	)		(8,464,956	)
Equipment & Machinery – Net		29,196,475			22,780,892

Automobiles – Cost		293,459			292,828
Automobiles – Accumulated Depr		(165,846	)		(151,579	)
Automobiles – Net		127,613			141,249

Other Equipment – Cost		31,031			30,964
Other Equipment - Accumulated Depr		(18,157	)		(16,648	)
Other Equipment – Net		12,874			14,316

Computer Equipment – Cost		32,911			32,841
Computer Equipment - Accumulated Depr		(13,549	)		(11,960	)
Computer Equipment – Net		19,362			20,881

Total Fixed Assets - Net	$	54,117,802		$	47,973,107

Construction in progress		163,621			3,793,839

	$	54,281,423		$	51,766,946

- 8 -

CHINA RUNJI CEMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2009

(UNAUDITED)

NOTE 7 –INTANGIBLE ASSETS & DEFERRED CHARGES

Intangibles and deferred charges include the following:

	30-Nov-09		31-Aug-09

Mineral exploration right-Shihuishi	$	3,404,349	$	3,428,391
Mineral exploration right-Shayan		217,705		224,399
Land acquisition compensation (Compensating fee for mine and forest)		520,417		535,359
Planting fee in working place		205,610		47,953
Compensating fee for stone materials in Baxiong Village		15,985		16,444
Compensating fee for limekiln and drought land in Baxiong Village		13,901		14,301
Compensating fee for sandstone land in Qiaomai Village		87,908		90,433
Debt issue cost		49,814		59,026
	$	4,515,689	$	4,416,306
Short term deferred asset - Guarantee fee related to loan	$	76,889	$	102,298

NOTE 8 –PAYABLES AND ACCRUED LIABILITIES

Payables and accrued liabilities consist of the following:

	30-Nov-09		31-Aug-09

Accounts payable	$	14,451,939	$	12,424,023
Other Payables		6,242,519		6,952,818
Accrued liabilities		123,770	100,635
Payables and accrued liabilities	$	20,818,228	$	19,477,476

NOTE 9 – SHORT-TERM LOANS

Short term loans consist of:

	30-Nov-09		31-Aug-09

Xian Zong Credit Bank	$	878,928	$	438,519
PuFa Bank WenHu business branch		4,248,151		4,239,022
ICBC Hanshan		2,929,759		2,923,464
Huishang Bank Sales Department		5,273,566		5,262,235
Runfeng company		-		438,375
	$	13,330,404	$	13,301,615

- 9 -

CHINA RUNJI CEMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2009

(UNAUDITED)

NOTE 9 – SHORT-TERM LOANS (CONT.)

The details for the Company’s bank loan at November 30, 2009 are as follows:

Borrowing bank	Amount	Starting date	Maturity date	Interest rate (monthly)
* Xian Zong Credit Bank	878,928	2009-11-16	2010-11-16	0.8835%
** PuFa Bank WenHu business branch	4,248,151	2009-4-30	2010-4-30	0.4425%
*** ICBC Hanshan	2,929,759	2009-6-26	2010-6-26	0.4425%
**** Huishang Bank Sales Department	5,273,566	2009-6-22	2010-6-22	0.4425%

* The loan from the Xian Zong Credit Bank was pledged in collateral of machine equipment in value of RMB 25,173,720.

** The loan from the Wenhu branch of PuFa Bank was pledged in collateral of the Company’s building and land user right.

*** The loan from the Hanshan branch of ICBC Bank is securitized by an accounts receivable balance of $1,423,377 and $2,923,464 (Note 3) at November 30, 2009 and August 31, 2009 respectively.

**** The loan from the sales department of Huishang Bank was guaranteed by Anhui Province Credit Guarantee (Group) Co., Ltd.

NOTE 10 –DUE TO RELATED PARTIES

(a) Names and relationship of related parties

	Existing relationships with the Company

Nanjing Hongren	A company controlled by shareholder

Nanjing Runji	A company controlled by shareholder

Zhao, Shouren	Shareholder & president & CEO of the Company

Yang, Xuanjun	Shareholder of the Company

(b) Due to Related Parties (S/T) consists of the following:

	30-Nov-09		31-Aug-09

Due to related party – Nanjing Hongren	$	8,296,916		8,279,088
Due to related party – Nanjing Runji		7,150,399		7,135,035
Due to related party – Zhao, Shouren		686,461		611,899
Due to related party – Yang, Xuanjun		862,993		788,052
Miscellaneous		2,448		2,450
	$	16,999,217		16,816,524

The above amounts due to related parties represent loans payable are short-term loans that are unsecured and non-interest bearing, and the loans usage will depends on the Company’s business operations.

- 10 -

CHINA RUNJI CEMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2009

(UNAUDITED)

NOTE 11 – LONG-TERM LOAN

The details for the Company’s long-term loan are as follows:

	Year Ended 30-Nov-09		Year Ended 31-Aug-09

Long-term loan – Anhui Yuanzhong (current portion)	$	758,145	$	733,143
Long-term loan – Anhui Yuanzhong (Non-current portion)		37,130		235,174
	$	795,275	$	968,317

NOTE 12 – COMMITMENTS AND CONTINGECIES

Social insurance for employees

According to the prevailing laws and regulations of the PRC, the Company is required to cover its employees with medical, retirement and unemployment insurance programs. Management believes that due to the transient nature of its employees, the Company does not need to provide all employees with such social insurances, and has paid the social insurances for the Company’s employees who have completed three months’ continuous employment with the Company.

In the event that any current or former employee files a complaint with the PRC government, the Company may be subject to making up the social insurances as well as administrative fines. As the Company believes that these fines would not be material, no provision has been made in this regard.

Tax issues

The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Company’s tax filings may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.

NOTE 13 – INCOME TAXES

The Company’s Chinese Enterprise Income Tax (“EIT”) rate is 25%,

		Three months ended 30-Nov-09				Three months ended 30-Nov-08
Income Taxes		$	403,247			$	553,751

There are no significant temporary differences between book and tax income. The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Company’s tax filings may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.

The Company has no United States corporate income tax liability as of November 30, 2009 and 2008.

NOTE 14 – IMPORTANT ASSETS’ MORTGAGE & GUARANTEE ISSUES

The Company reached a credit guaranty agreement with Nanjing Runji Building Materials Industrial Ltd., Co. on March 31, 2008. Nanjing Runji Building Materials Industrial Ltd., Co. thus received a one-year short term bank loan of USD$2,923,763 with an interest rate of 7.47% per annum from Daxinggong Branch of Bank of Construction in China commencing on March 31, 2008 and expiring on March 30, 2009. Runji Cement provided credit guaranty to Nanjing Runji Building Materials Industrial Ltd., Co. The guaranty period is from March 31, 2008 until the maturity of the bank loan two years thereafter. The credit guaranty includes the principal of USD$2,923,763, interest (including compound interest and default interest), penalties, claims, and other payments that the debtor should pay to the mortgage.

NOTE 15 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through January 14, 2010 which is the date the consolidated financial statements were issued, and has concluded that no such events or transactions took place which would require disclosure herein.

- 11 -

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL DESCRIPTION OF BUSINESS

Introduction

China Runji was incorporated as FitMedia Inc., a Delaware company, on August 30, 2004. FitMedia was a development stage company that planned to sell prenatal yoga DVDs through small retail stores and others and it also planned to sell its fitness DVDs through its Internet site www.fitmedia.net. It completed its prenatal yoga DVD for sale and began marketing it in January 2007.

In October 2007, the management of FitMedia determined that it was in the best interests of the stockholders of FitMedia to agree to a share exchange with Anhui Province Runji Cement Co., Limited, a Chinese company that is engaged in the business of distributing cement across many provinces in mainland China. As part of the share exchange and reverse merger, FitMedia ceased engaging in the health and fitness business.

On October 9, 2007, FitMedia entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among FitMedia, Timothy Crottey, the President and majority shareholder of FitMedia (“Crottey”), Shouren Zhao, a citizen and resident of the People’s Republic of China and owner of 100% of the share capital of Ren Ji Cement Investment Company Limited (“Zhao”); Ren Ji Cement Investment Company., Ltd., a British Virgin Islands corporation (“Renji Investment”) and owner of 100% of the share capital of Ren Ji Cement Company Limited; Ren Ji Cement Company Limited, a corporation organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“HK Renji”) and owner of 100% of the share capital of Anhui Province Runji Cement Co., Ltd.; and Anhui Province Runji Cement Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“Anhui Runji”). For purposes of the Exchange Agreement, Zhao was referred to as the “Ren Shareholder,” and Renji Investment, HK Renji and Anhui Runji were referred to as the “Renji Subsidiaries.” Upon closing of the share exchange transaction (the “Share Exchange”) contemplated under the Exchange Agreement on November 1, 2007, the Ren Shareholder transferred all of his share capital in Renji Investment to FitMedia in exchange for an aggregate of 55,000,000 shares of common stock of the FitMedia, thus causing the Renji Subsidiaries to become direct and indirect wholly-owned subsidiaries of FitMedia.

On October 9, 2007, FitMedia entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) by and among FitMedia, Crottey, and the Ren Shareholder, pursuant to which the Ren Shareholder, as Purchaser, at closing on November 1, 2007, acquired 18,500,000 shares (the “Stock Purchase”) of common stock of FitMedia from Crottey for $540,000.00.

In addition, pursuant to the terms and conditions of the Exchange Agreement:

§	Demand and piggy-back registration rights were granted to the Ren Shareholder 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 FitMedia resigned from such positions and the persons chosen by Anhui Runji were appointed as the officers of FitMedia, notably Shouren Zhao, as Chairman, CEO and President and Yichun Jiang as CFO.

§	On the Closing Date, 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 were appointed as directors of FitMedia, notably Liming Bi and Xuanjun Yang.

§	On the Closing Date, FitMedia paid and satisfied all of its “liabilities” as such term is defined by U.S. GAAP as of the closing.

§	As of the Closing, the parties consummated the transactions contemplated by the Stock Purchase Agreement.

On January 8, 2008, FitMedia changed its name to China Runji Cement Inc. and increased its authorized common stock from 80,000,000 shares to 200,000,000 shares.

As a result of the closing of the Share Exchange, China Runji became the owner of a leading cement production and distribution company in mainland China through its ownership of Anhui Runji. Using cost effective production techniques, while building a strong brand image, Anhui Runji is a strong competitor in the central China cement market.

Anhui Runji is a producer and distributor of cement, primarily in An Hui Province of central China and neighboring locations, which was founded in December 2003. Its initial capital was 60,000,000 RMB and there were two founding shareholders who owned such capital in a ratio of 60% to 40%. Anhui Runji is located in Xianzong Town, Hanshan County, An Hui Province, where the factory occupies an area of 418 mu, and its limestone mine comprises an area of 1,000 mu. The Anhui Runji factory, limestone reserve and storing mine together comprise an area of approximately 50,000 square meters.

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Summary of the Operations of Anhui Runji

Anhui Province Runji Cement Co., Limited (www.chinarunji.com), a private company located in Anhui Province in China, was established in December 2003 with registered capital of 60 million RMB. The Company started production in October 2005 and specializes in cement production and sales. The main cement varieties produced are ordinary silicate cement P.O52.5, P.O42.5, P.O32.5 and P.C32.5. At present, the Company has one cement production line and one cement clinker production line. The production capacity of each line amounts to 2,500 tons per day and one million tons per year.

The Company obtained its production license in 2005. Presently, the Company mainly focuses production on Runji Brand cement P.II52.5, P.O42.5, P.O32.5 P.C32.5 as well as cement clinker. P.II52.5 is a high grade, high strength cement that is made for Anhui and Jiangsu Provinces and the region north of the Changjiang River and is used in large infrastructure projects. The cement clinker is the semi-finished ingredient of cement, which is able to be processed into different categories of cement products.

The Company produces cement through the advanced dry production process, an energy efficient and environmentally friendly cement production technique, as only 60% of the total output in the region is produced by dry process. The Company has a rigorous quality control system and received ISO9001 quality system certification and international accreditation in March 2006. In addition, our Company passed the national GB/T 19001-2000 standard authentication. The Company’s pollution control exceeds the national standard and received “green building material” certification in 2007.

The Company has an abundant supply of high quality raw materials. The Company has obtained a 30 year mining right for 87 million tons of limestone reserve, which can supply two cement clinker production lines with a daily output of 2,500 tons for 40 years.

Presently, the Company is one of the largest cement producers and distributors in the north Changjiang region of Anhui, with a 12% market share within a 100 mile radius of its facility. The Company is the only producer of P.II52.5 cement (the highest quality cement) in the north Changjiang region of Anhui and Jiangsu Provinces, with 70% market share within a 100 miles radius of its facility. The Company’s main market is in Hefei and Pukou (Nanjing), with total sales of 600,000 tons in the area, representing 60% of our total annual production of one million tons. An additional 30% of total annual production is sold in the cities surrounding Hefei and Pukou, with another 10% being sold in Liu’an and Dingyuan in Anhui and Jiangsu.

The Company’s net sales to customers for the three months ended November 30, 2009 and November 30, 2008, were $10,930,701 and $15,750,411, respectively.

Anhui Runji’s Plan of Operation

§	We plan to raise adequate capital over the next five years for expansion and growth.

We plan to construct a third production line in late 2010, which will have a daily cement clinker production capacity of 5,000 tons or 1.5 million tons annually, respectively. Upon completion, our total cement production capacity will reach 3.6 million tons per year, and cement clinker production will reach 3 million tons per year, controlling 30% of the market share within a 100 miles radius of our production facility.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2009 AND 2008

The following discussion should be read in conjunction with the financial statements included in this report and is qualified in its entirety by the foregoing.

FORWARD LOOKING STATEMENTS

Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis" and the Notes to Financial Statements, are "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements.

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Revenues

We generated all of our revenue primarily by selling cement products. Revenues decreased by $4,819,710 or 30.6% to $10,930,701 for the three months ended November 30, 2009 from $15,750,411 for the three months ended November 30, 2008. The decrease is primarily the result of lower sales volume especially PO42.5 cement; and also due to a decline in the retail price for cement products. The breakdown of our revenue and volume is shown as follows:

	For the Three Months Ended
	30-Nov-09		30-Nov-08		Difference
Revenue	USD	%	USD	%	USD	%
	10,930,701	100%	15,750,411	100%	(4,819,710)	-31%
PO 42.5	3,284,720	30%	10,053,656	64%	(6,768,936)	-67%
PO 32.5	207,388	2%	578,733	4%	(371,345)	-64%
PC 32.5	148,889	1%	922,440	6%	(773,551)	-84%
PII 52.5	1,211,749	11%	856,336	5%	355,413	42%
Clinker	6,077,955	56%	3,339,246	21%	2,738,709	82%

	For the Three Month Period Ended
	30-Nov-09		30-Nov-08		Difference
Volume	Ton	%	Ton	%	Ton	%
	381,104	100%	410,579	100%	(29,475)	-7%
PO 42.5	99,326	26%	245,131	60%	(145,805)	-59%
PO 32.5	6,325	2%	13,805	3%	(7,480)	-54%
PC 32.5	5,016	1%	24,413	6%	(19,397)	-79%
PII 52.5	32,370	8%	18,236	4%	14,134	78%
Clinker	238,067	62%	108,994	27%	129,073	118%

Note: 1) Comparing with the same period last year, the revenue of PO42.5 decreased by $6,768,936 to $3,284,720 for the three months ended November 30, 2009 from $10,053,656 for the three months ended November 30, 2008; and that of cement clinker increased by $2,738,709 to $6,077,955 for the three months ended November 30, 2009 from $3,339,246 for the three months ended November 30, 2008; 2) the percentage of revenue of cement clinker increased to 56% for the three months ended November 30, 2009 from 21% for the three months ended November 30, 2008, following the second cement clinker production line that was put into production; 3) the percentage of volume of PO42.5 decreased to 26% for the three months ended November 30, 2009 from 60% for the three months ended November 30, 2008, the percentage of volume of cement clinker increased to 62% for the three months ended November 30, 2009 from 27% for the three months ended November 30, 2008.

Cost of Goods Sold

Our cost of goods sold for the three months ended November 30, 2009 was $10,225,190, compared to $13,697,507 for the three months ended November 30, 2008, a decrease of $3,472,317 or approximately 25%. This is attributed to a decrease in our sales volume and decrease in the production costs.

Gross Profit

Our gross profit decreased by $1,347,393 or approximately 66% to $705,511 for the three months ended November 30, 2009 from $2,052,904 for the three months ended November 30, 2008. The decrease was primarily due to the lower sales volume and decline in the retail price for cement products.

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Operating Expenses

Total operating expenses for the three months ended November 30, 2009 was $751,593, compared to $483,503 for the three months ended November 30, 2008, an increase of $268,090 or approximately 55.4%. The increase was mainly due to wages, audit fees and sewage charges.

Interest Expenses

Our interest expense for the three months ended November 30, 2009 and November 30, 2008 was $222,098 and $20,756, respectively. The increased interest expense of $201,342 was due mainly to the increase in short-term loans.

Government Subsidies

The government subsidies income increased by $1,143,445 to $1,875,336 for the three months ended November 30, 2009 from $731,891 for three months ended November 30, 2008. The increase in government subsidies income was mainly the result of a tax refund from the Chinese government in this quarter.

Liquidity and Capital Resources

Net cash flows provided by operating activities for the three months ended November 30, 2009 and November 30, 2008 were $3,395,069 and $3,627,841, respectively. This was primarily due to net income, decrease in accounts receivable and increase in accounts payable.

Net cash flows used in investing activities for the three months ended November 30, 2009 and November 30, 2008 were $(3,902,162) and $(795,383). This was due mainly to increased expenditures for property, plant and equipment in connection with the waste heat generator project.

Net cash flows used in financing activities for the three months ended November 30, 2009 and November 30, 2008 were $(28,639) and $(2,849,421), respectively. The decrease is primarily due to the decrease in repayment of related party loans.

Overall, we have funded most of our cash needs from inception through November 30, 2009 with operating activities and loans from related parties.

On November 30, 2009, we had cash and cash equivalents of $85,263 on hand. We anticipate raising funds through an equity or debt offering or with a strategic partner in the coming year.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of the Company’s financial condition presented in this section are based upon the unaudited consolidated financial statements of China Runji Cement Inc., which have been prepared in accordance with the generally accepted accounting principles in the United States. During the preparation of the financial statements China Runji Cement Inc. is required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, China Runji Cement Inc. evaluates its estimates and judgments, including those related to sales, returns, pricing concessions, bad debts, inventories, investments, fixed assets, intangible assets, income taxes and other contingencies. China Runji Cement Inc. bases its estimates on historical experience and on various other assumptions that it believes are reasonable under current conditions. Actual results may differ from these estimates under different assumptions or conditions.

In response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policy,” China Runji Cement Inc. identified the most critical accounting principles upon which its financial status depends. China Runji Cement Inc. determined that those critical accounting principles are related to the use of estimates, inventory valuation, revenue recognition, income tax and impairment of intangibles and other long-lived assets. China Runji Cement Inc. presents these accounting policies in the relevant sections in this management’s discussion and analysis, including the Recently Issued Accounting Pronouncements discussed below.

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Revenue Recognition. China Runji Cement Inc. recognizes sales when revenue is realized or realizable, and has been earned, in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements”. China Runji Cement Inc.’ sales are related to sales of product. Revenue for product sales is recognized as risk and title to the product transfer to the customer, which usually occurs at the time shipments are made. Substantially all of China Runji Cement Inc.’ products are sold FOB (“free on board”) shipping point. Title to the product passes when the product is delivered to the freight carrier.

Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of China Runji Cement Inc.’s products that are sold in the China are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by VAT paid by China Runji Cement Inc. on raw materials and other materials included in the cost of producing their finished product.

Accounts Receivable, Trade and Allowance for Doubtful Accounts. China Runji Cement Inc.’ business operations are conducted in the People's Republic of China. During the normal course of business, China Runji Cement Inc. extends unsecured credit to its customers. Management reviews accounts receivable on a regular basis to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is recorded when collection of the full amount is no longer probable.

Inventories. Inventories are stated at the lower of cost or market using the weighted average method. China Runji Cement Inc. reviews its inventory on a regular basis for possible obsolete goods or to determine if any reserves are necessary for potential obsolescence.

Income Taxes. China Runji Cement Inc. has adopted ASC 740, “Accounting for Income Taxes” (ASC 740). ASC 740 requires the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consist of taxes currently due plus deferred taxes. Since China Runji Cement Inc. had no operations within the United States there is no provision for US income taxes and there are no deferred tax amounts at December 31, 2006 and 2005. The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they related to income taxes levied by the same taxation authority and the Company intends to settle current tax assets and liabilities on a net basis.

Recently Issued Accounting Pronouncements

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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, operations of the Company are exposed to fluctuations in interest rates. These fluctuations can vary the costs of financing and investing yields. In view of the financing arrangements during the first three months of 2010, the Company is not currently subject to significant market risk.

ITEM 4(A) - CONTROLS AND PROCEDURES

The Chief Executive Officer and Chief Financial Officer (the principal executive officer and principal financial officer, respectively) of the Company have concluded, based on their evaluation as of November 30, 2009, that the design and operation of the Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) are effective to ensure that information required to be disclosed in the reports filed or submitted by the Company under the Exchange Act is accumulated, recorded, processed, summarized and reported to the management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding whether or not disclosure is required.

During the quarter ended November 30, 2009, there were no changes in the internal controls of the Company over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the internal controls of the Company over financial reporting.

ITEM 4(A)T – INTERNAL CONTROL OVER FINANCIAL REPORTING

(a) The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of November 30, 2009.

(b) This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

(c) There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

32.1	Certification of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA RUNJI CEMENT INC.

Date: January 14, 2010	By:	/s/ Shouren Zhao
		Shouren Zhao Chairman and Chief Executive Officer

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Attached files

CHINA RUNJI CEMENT INC Reports

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