UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-1)
CHINA RUNJI CEMENT
INC.
(Name of
Issuer)
Common Stock, $.0001 par
value
(Title of
Class of Securities)
338181100
(CUSIP
Number)
Qiong
Yang
No.1,
East Street, Cao Ta Town, ZhuJi City
ZheJiang
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)
Qiong
Yang
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
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
6,000,000
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
6,000,000
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
1.
Security and
Issuer
.
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 Qiong Yang, a citizen and resident of the People’s Republic
of China (hereinafter, “Ms. Yang”), who is the adult daughter of Xuanjun Yang,
Director of the Issuer and Cai Ying Jiang. Ms. Yang lives in the household of
her parents. The Reporting Person is the beneficial owner of 6,000,000 shares of
Common Stock, representing 7.6% 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.
Yang.
|
b.
|
The
home address of Ms. Yang is No. 1, East Street, Cao Ta Town, ZhuJi City,
ZheJiang Province, People’s Republic of China. Ms. Yang does not have a
business address. Her registered address is the same as her home
address.
|
c.
|
Ms.
Yang does not have a principal business although she can receive mail at
Anhui Province Runji Cement Co., Ltd., which has a principal business
address of Xian Zhong Town, Han Shan County, Chao Hu City, An Hui
Province, People’s Republic of
China.
|
d.
|
During
the past five years, Ms. Yang has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
|
e.
|
During
the past five years, Ms. Yang 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.
Yang 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 6,000,000 shares of
Common Stock to Ms. Yang, for no consideration, 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. Yang 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.
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. Yang 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. Yang beneficially owns 6,000,000 shares of such Common Stock. Ms. Yang
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. Yang 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.
Yang
|
|
6,000,000
|
|
7.6%
|
|
|
|
|
|
|
|
Shared Voting Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Ms.
Yang
|
|
-0-
|
|
0%
|
|
|
|
|
|
|
|
Sole Dispositive Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Ms.
Yang
|
|
6,000,000
|
|
7.6%
|
|
|
|
|
|
|
|
Shared Dispositive Power
|
|
|
|
|
|
|
|
Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
Ms.
Yang
|
|
-0-
|
|
0%
|
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. Yang and between such persons and
any person with respect to any securities of the Issuer. Ms. Yang 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.
QIONG
YANG
By:
/s/ Qiong
Yang
Name:
Qiong Yang
Date:
July 31, 2008
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