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)
Ting
Zhao, Executive Director
Anhui
Province Runji Cement Co., Ltd.
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)
Ting
Zhao
|
|
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
7,700,000
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
7,700,000
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,700,000
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
|
|
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 Ting Zhao, a citizen and resident of the People’s Republic
of China (hereinafter, “Mr. Zhao”), who is the Executive Director of Anhui
Province Runji Cement Co., Ltd., a wholly owned subsidiary of the Issuer (“Anhui
Province Runji”). The Reporting Person is the beneficial owner of
7,700,000 shares of Common Stock, representing 9.8% of the issued and
outstanding shares of Common Stock. Mr. Zhao is the adult son of, and resides
with his father and mother, Shouren Zhao, the Chairman, CEO and President of the
Issuer, and Wei Chu Meng, in their household.
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 Executive Director of Anhui
Province Runji, and his principal business address is Xian Zhong Town, Han
Shan County, Chao Hu City, An Hui Province, People’s Republic of
China. His home address is Room 402, No. 86, BeiZhuang Road,
ZhuJi City, ZheJiang Province, People’s Republic of China, and he lives
there with his parents.
|
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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
.
Shouren
Zhao, the Chairman, CEO and President of the Issuer, transferred 7,700,000
shares of Common Stock to Mr. Zhao, without 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. Mr. Zhao made certain representations, warranties and
agreements with Shouren Zhao in connection with his 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 the 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, 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. The
Issuer has 78,832,064 shares of Common Stock issued and outstanding. At present,
Mr. Zhao beneficially owns 7,700,000 shares of such 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.
|
|
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Sole Voting Power
|
|
|
|
|
|
|
|
|
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Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
|
|
Mr.
Zhao
|
|
7,700,000
|
|
9.8%
|
|
|
|
|
|
|
|
|
|
Shared Voting Power
|
|
|
|
|
|
|
|
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Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
|
|
Mr.
Zhao
|
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-0-
|
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0%
|
|
|
|
|
|
|
|
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|
Sole Dispositive Power
|
|
|
|
|
|
|
|
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Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
|
|
Mr.
Zhao
|
|
7,700,000
|
|
9.8%
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power
|
|
|
|
|
|
|
|
|
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Name of Person
|
|
Number of Shares
|
|
Percent Outstanding
|
|
|
|
|
|
|
|
Mr.
Zhao
|
|
-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 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
.
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.
TING
ZHAO
By: /s/
Ting Zhao
Name:
Ting Zhao
Date: July
31, 2008
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