UNITES
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-1)
Amendment
No. 1
CHINA RUNJI CEMENT
INC.
(Name of
Issuer)
Common
Stock, $.0001 par
value
(Title of
Class of Securities)
338181100
(CUSIP
Number)
Cai Ying
Jiang
No. 206,
Cao Ta Town
ZhuJi
City, ZheJiang Province
People’s
Republic of China 311812
(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)
Cai
Ying Jiang
|
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
6,800,000
|
8
|
SHARED
VOTING POWER
21,072,000
|
9
|
SOLE
DISPOSITIVE POWER
6,800,000
|
10
|
SHARED
DISPOSITIVE POWER
21,072,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,872,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.4%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
1.
Security and
Issuer
.
This
Statement on Schedule 13D amends that certain Statement on Schedule 13D, filed
with the Commission on July 25, 2008, by Cai Ying Jiang, 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 Cai Ying Jiang, a citizen and resident of the People’s
Republic of China (hereinafter, “Ms. Jiang”), who is the wife of Xuanjun Yang, a
Director of the Issuer. The Reporting Person is the beneficial owner
of 6,800,000 shares of Common Stock in her own name, and the beneficial owner of
an additional (a) 9,000,000 shares of Common Stock owned by Xuanjun Yang, her
husband, (b) 6,072,000 shares of Common Stock owned by Jing Yang, her daughter,
and (c) 6,000,000 shares of Common Stock owned by Qiong Yang, her daughter, for
a total beneficial ownership of 27,872,000 shares, representing 35.4% of the
issued and outstanding shares of 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 Ms.
Jiang.
|
b.
|
Ms.
Jiang does not have a business address but can receive mail at Xian Zhong
Town, Han Shan County, Chao Hu City, Anhui Province, People’s Republic of
China. She has no registered
office.
|
c.
|
Ms.
Jiang’s principal business is maintaining a home for her family, as the
wife of Xuanjun Yang, a Director of the Issuer. His principal business
address is Xian Zhong Town, Han Shan County, Chao Hu City, Anhui Province,
People’s Republic of China. Her home address is No. 206, Cao Ta Town,
ZhuJi City, ZheJiang Province, People’s Republic of China
311812.
|
d.
|
During
the past five years, Ms. Jiang has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
|
e.
|
During
the past five years, Ms. Jiang has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result
of which proceeding she 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.
|
Ms.
Jiang is a citizen and resident of the People’s Republic of
China.
|
Item
3.
Source and Amount of Funds
or Other Consideration
.
Shouren
Zhao, Chairman, CEO and President of the Issuer, transferred 6,800,000 shares of
Common Stock to Ms. Jiang, for a price of $0.50 per share or an aggregate of
$3,400,000, as part of a restructuring of the capital stock of the Issuer. The
transfer is believed to be exempt from registration pursuant to Regulation S
under the Securities Act of 1933, as amended. Ms. Jiang made certain
representations, warranties and agreements with Shouren Zhao in connection with
her holding and disposition of the shares as part of his Regulation S
compliance. The source of the funds to purchase the Common Stock came
from Ms. Jiang’s personal funds.
Item
4.
Purpose of
Transaction
.
The
purpose of the transaction was to implement a restructuring of the family
ownership structure of 73,500,000 shares of Common Stock owned by Shouren
Zhao. After the transfers to family members and certain close
business associates, Shouren Zhao retained beneficial ownership of 40,700,000
shares of Common Stock, representing 51.6% of the issued and outstanding shares
of Common Stock.
Other
than as heretofore described, Ms. Jiang 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. The
Issuer has 78,832,064 shares of Common Stock issued and outstanding. At present,
Ms. Jiang beneficially owns 27,872,000 shares of such Common Stock. Ms. Jiang
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 Ms. Jiang 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
|
|
|
|
|
|
Ms.
Jiang
|
|
6,800,000
|
|
8.6%
|
|
|
|
|
|
|
|
Shared Voting Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Ms.
Jiang
|
|
21,072,000
|
|
26.7%
|
|
|
|
|
|
|
|
Sole Dispositive Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Ms.
Jiang
|
|
6,800,000
|
|
8.6%
|
|
|
|
|
|
|
|
Shared Dispositive Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Ms.
Jiang
|
|
21,072,000
|
|
26.7%
|
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 Ms. Jiang and between such persons and
any person with respect to any securities of the Issuer. Ms. Jiang represents
that no such contracts, arrangements, understandings or relationships currently
exist except as disclosed therein.
Item
7.
Material to be Filed as
Exhibits
.
None.
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.
CAI YING
JIANG
By: /s/
Cai Ying Jiang
Name: Cai
Ying Jiang
Date:
July 31, 2008
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