UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-QSB







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





For the
quarterly period ended May 31,
2008





o TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from _______________to _______________







Commission
File Number 000-51755








CHINA RUNJI CEMENT
INC.


(Exact
name of small business issuer as specified in its charter)








Delaware
            
            98-0533824(State
      or other jurisdiction of incorporation or

                organization)
            
            (I.R.S.
      Employer Identification No.)








Xian
Zhong Town, Han Shan County


Chao Hu City, People’s
Republic of China


(Address
of principal executive offices)








(0086) 565
4219871


(Issuer's
telephone number)








APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes o  No x




APPLICABLE
ONLY TO CORPORATE ISSUERS





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 equity,
as of the latest practicable date:


78,832,064 common shares,
par value $0.0001 as at May 31, 2008





Transitional
Small Business Disclosure Format (Check one): Yes o  No x





CHINA RUNJI CEMENT
INC.






TABLE OF CONTENTS








Page No.PART
      I. FINANCIAL INFORMATIONITEM
      1. FINANCIAL
      STATEMENTS
            3ITEM
      2. MANAGEMENT'S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
            14ITEM
      3. CONTROLS AND
      PROCEDURES
            18PART
      II. OTHER INFORMATIONITEM
      1. LEGAL
      PROCEEDINGS
            18ITEM
      2. CHANGES IN SECURITIES
      AND USE OF PROCEEDS
            18ITEM
      3. DEFAULTS UPON SENIOR
      SECURITIES
            18ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            18ITEM
      5. OTHER
      INFORMATION
            19ITEM
      6. EXHIBITS AND REPORTS ON
      FORM 8-K
            19SIGNATURES
            19INDEX
      TO EXHIBITS
            19










- 2
-




CHINA
RUNJI CEMENT INC.




CONSOLIDATED
FINANCIAL STATEMENTS
   May
31, 2008





PART
1 – FINANCIAL INFORMATION





ITEM
1.  FINANCIAL STATEMENTS








The
consolidated financial statements of China Runji Cement Inc. (the “Company”),
included herein were prepared, without audit, pursuant to rules and regulations
of the Securities and Exchange Commission. Because certain information and notes
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America were condensed or
omitted pursuant to such rules and regulations, these financial statements
should be read in conjunction with January 31, 2007 audited financial statements
of the Company and notes thereto as included in Company’s Form 10-KSB filed on
April 30, 2007, and in conjunction with the August 31, 2007 audited financial
statements of Anhui Province Runji Cement Co., Ltd. and the notes thereto as
included in the Company’s Current Report on Form 8-K filed on November 7,
2007.










- 3
-






CHINA
RUNJI CEMENT INC.








INDEX TO MAY 31, 2008
CONSOLIDATED FINANCIAL STATEMENTS











PAGECONSOLIDATED
      BALANCE SHEETS (UNAUDITED)
            4CONSOLIDATED
      STATEMENTS OF OPERATIONS (UNAUDITED)
            5CONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)
            6NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
            7 -
      13














- 4
-


China
Runji Cement Inc.


Consolidated
Balance Sheets


(Unaudited)





May
      31,2008ASSETSCurrent
      AssetsCash
      and cash equivalents
            
            $
            2,174,858Accounts
      receivable, net (Note 3)
            
            
            2,018,979Notes
      receivable
            
            
            727,666Due
      from related parties
            
            
            67,472Inventory
      (Note 4)
            
            
            1,595,520Prepaid
      expenses and other receivables
            
            
            894,375Total
      Current Assets
            
            
            7,478,870Advances
      (Note 5)
            
            
            11,428,860Property,
      plant and equipment, net (Note 6)
            
            
            38,272,035Intangible
      assets and deferred charges (Note 7)
            
            
            2,944,119Total
      Assets
            
            $
            60,123,884LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      LiabilitiesPayables
      and accrued liabilities (Note 8)
            
            $
            7,569,741Customer
      deposit
            
            
            542,417Short-term
      loans (Note 9)
            
            
            432,277Due
      to related parties - short-term (Note 10)
            
            
            1,541,744Taxes
      payable
            
            
            1,603,588Wages
      payable
            
            
            348,287Total
      Current Liabilities
            
            
            12,038,054Due
      to related parties – long-term (Note 10)
            
            
            28,466,096Total
      Liabilities
            
            
            40,504,150Shareholders'
      EquityPreferred
      stock: $0.0001 par value, 20,000,000 sharesauthorized,
      none shares issued and outstanding
            
            
            -Common
      stock: $0.0001 par value, 80,000,000 sharesauthorized,
      78,832,064 shares issued and outstanding
            
            
            7,883Additional
      paid-in capital
            
            
            12,327,102Accumulated
      other comprehensive income
            
            
            2,190,430Retained
      earnings
            
            
            5,094,319Total
      shareholders' equity
            
            
            19,619,734Total
      Liabilities and Shareholders' Equity
            
            $
            60,123,884







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


- 5
-




China
Runji Cement Inc.


Consolidated
Statements of Operations


(Unaudited)





Three
      Months Ended
            
            
            Nine
      Months EndedMay
      31,
            
            
            May
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            11,681,719
            
            
            $
            5,809,506
            
            
            $
            27,901,832
            
            
            $
            20,080,919Cost
      of goods sold
            
            
            8,819,531
            
            
            
            5,515,764
            
            
            
            21,584,102
            
            
            
            18,071,681Gross
      Profit
            
            
            2,862,188
            
            
            
            293,742
            
            
            
            6,317,730
            
            
            
            2,009,238Operating
      ExpensesSelling
      expenses
            
            
            30,697
            
            
            
            30,174
            
            
            
            72,421
            
            
            
            222,599General
      and administrative expenses
            
            
            375,996
            
            
            
            322,661
            
            
            
            1,019,430
            
            
            
            769,123Depreciation expense
            
            
            26,572
            
            
            
            17,166
            
            
            
            69,659
            
            
            
            72,906Total
      operating expenses
            
            
            433,265
            
            
            
            370,001
            
            
            
            1,161,510
            
            
            
            1,064,628Income
      (Loss) from Operations
            
            
            2,428,923
            
            
            
            (76,259
            )
            
            
            5,156,220
            
            
            
            944,610Other
      Income (Expenses)Interest
      income
            
            
            1,051
            
            
            
            340
            
            
            
            2,482
            
            
            
            340Interest
      expense
            
            
            (12,620
            )
            
            
            (3,544
            )
            
            
            (38,215
            )
            
            
            (626,404
            )Other
      income
            
            
            1,307,788
            
            
            
            75,052
            
            
            
            1,412,513
            
            
            
            73,120Income
      (Loss) Before Taxes
            
            
            3,725,142
            
            
            
            (4,411
            )
            
            
            6,533,000
            
            
            
            391,666Income
      taxes
            
            
            1,035,368
            
            
            
            (1,962
            )
            
            
            1,559,566
            
            
            
            128,743Net
      Income (Loss)
            
            
            2,689,774
            
            
            
            (2,449
            )
            
            
            4,973,434
            
            
            
            262,923Other
      Comprehensive IncomeForeign
      currency translation adjustment
            
            
            482,874
            
            
            
            143,440
            
            
            
            1,398,816
            
            
            
            494,614Comprehensive
      Income
            
            
            3,172,648
            
            
            
            140,991
            
            
            $
            6,372,250
            
            
            
            757,537Earnings
      Per Share, Basic and Diluted
            
            $
            0.03
            
            
            
            
            
            
            $
            0.07Weighted
      Average Shares Outstanding
            
            
            78,832,064
            
            
            
            
            
            
            
            71,031,033







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


- 6
-


China
Runji Cement, Inc.


Consolidated
Statements of Cash Flows


(Unaudited)





Nine
      Months EndedMay
      31,2008
            
            
            2007Cash
      flows from operating activities:Net
      income
            
            $
            4,973,434
            
            
            $
            262,923Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Bad
      debt expense (recovery)
            
            
            (172,409
            )
            
            
            25,864Depreciation
      expense
            
            
            2,477,452
            
            
            
            2,218,894Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            1,480,922
            
            
            
            (972,139
            )Notes
      receivable
            
            
            (143,901
            )
            
            
            -Prepaid
      expenses and other receivables
            
            
            (93,420
            )
            
            
            1,909,210Inventory
            
            
            103,059
            
            
            
            315,710Accounts
      payable and accrued liabilities
            
            
            468,713
            
            
            
            (36,315
            )Customer
      deposits
            
            
            (210,876
            )
            
            
            379,219Taxes
      payable
            
            
            284,799
            
            
            
            300,290Wages
      payable
            
            
            135,305
            
            
            
            76,759Net
      cash provided by operating activities
            
            
            9,303,078
            
            
            
            4,480,415Cash
      flows from investing activitiesAdvances
      to suppliers
            
            
            (7,426,140
            )
            
            
            (148,222
            )Collection
      of loans to related parties
            
            
            14,947
            
            
            
            527,268Cash
      paid for intangible assets and deferred expenses
            
            
            (136,532
            )
            
            
            (2,747,827
            )Cash
      paid for property, plant and equipment
            
            
            (9,688,605
            )
            
            
            (14,037,696
            )Net
      cash used in investing activities
            
            
            (17,236,330
            )
            
            
            (16,406,477
            )Cash
      flows from financing activitiesProceeds
      from issuance of debt
            
            
            -
            
            
            
            1,510,210Payments
      on debt
            
            
            (1,155,911
            )
            
            
            -Proceeds
      from related party loans
            
            
            8,476,546
            
            
            
            10,529,281Other
            
            
            (11,820
            )
            
            
            -Net
      cash provided by financing activities
            
            
            7,308,815
            
            
            
            12,039,491Effect
      of exchange rate changes on cash and cash equivalents
            
            
            1,398,816
            
            
            
            494,614Net
      increase in cash and cash equivalents
            
            
            774,379
            
            
            
            608,043Cash
      and cash equivalents, beginning of year
            
            
            1,400,479
            
            
            
            62,704Cash
      and cash equivalents, end of year
            
            $
            2,174,858
            
            
            $
            670,747Supplemental
      DisclosuresInterest
      paid
            
            $
            29,482
            
            
            $
            626,404Income
      taxes paid
            
            
            1,431,995
            
            
            
            128,743







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


- 7
-


China
Runji Cement Inc.


Notes
to Consolidated Financial Statements


(Unaudited)





NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS





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





On
October 9, 2007, the Company 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 (“Ren”); 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, Mr. Zhao is referred to therein as the “Ren
Shareholder, “ and Renji Investment, HK Renji and Anhui Runji are referred to
therein 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 the Registrant in exchange for an aggregate of 55,000,000
shares of common stock of the Registrant, thus causing the Renji Subsidiaries to
become a direct and indirect wholly-owned subsidiaries of the Registrant. In
addition, on November 1, 2007, Shouren Zhao purchased 18,500,000 shares of our
common stock from our President, Timothy J. Crottey, for $540,000 in
cash.  After the closings, Shouren Zhao became the CEO and President
of FitMedia, and Yichun Jiang became the Chief Financial Officer.  Mr.
Zhao is also the Chairman and CEO of Anhui Province Runji Cement Co.
Ltd.





Anhui
Province Runji Cement Co., Limited (“Anhui Runji”) is a producer and distributor
of cement located in Anhui Province in China, was established in December 2003
with registered capital of 60 million RMB. 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, P.O42.5, P.O32.5 and
P.C32.5. At present, Anhui Runji has one cement clinker production line with
daily production of 2,500 tons and one million tons annually.





Anhui
Runji obtained its production license in 2005. Presently, Anhui Runji mainly
focuses production on Runji Brand P.II52.5, P.O42.5, P.O32.5 and P.C32.5
cements.  P.II52.5 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 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 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. To reflect its business and business plan, the Company
changed its name from “Fitmedia Inc.” to “China Runji Cement Inc.”.





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis
of Presentation





The
accompanying unaudited interim consolidated financial statements of China Runji
Cement 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 August 31, 2007
audited financial statements of Anhui Province Runji Cement Co., Ltd. and the
notes thereto as included in the Company’s Current Report on Form 8-K filed on
November 7, 2007. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a 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 China Runji’s June 30, 2007 annual
financial statements have been omitted.





The
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). Intercompany transactions
have been eliminated in consolidation.





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.




- 8
-


China
Runji Cement Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


New
Accounting Pronouncements





On
December 4, 2007, the FASB issued SFAS No.141R, Business Combinations (SFAS
No. 141R).  SFAS No. 141R requires the acquiring entity in a business
combination to recognize all the assets acquired and liabilities assumed,
establishes the acquisition date fair value as the measurement objective for all
assets acquired and liabilities assumed, and requires the acquirer to expand
disclosures about the nature and financial effect of the business
combination.  SFAS No. 141R is effective for business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.  We have not
yet determined the impact of the adoption of SFAS No. 141R on our consolidated
financial statements and footnote disclosures.





On
December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in
Consolidated Financial Statements(SFAS No. 160). SFAS No. 160 requires
all entities to report non-controlling (minority) interests in subsidiaries as
equity in the consolidated financial statements. The statement establishes a
single method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation and expands disclosures in the
consolidated financial statements. SFAS No. 160 is effective for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal years.
We have not yet determined the impact of the adoption of SFAS No. 160 on our
consolidated financial statements and footnote disclosures. In September 2006,
the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 157 (“SFAS
157”), “Fair Value Measurements,” which provides a definition of fair value,
establishes a framework for measuring fair value and requires expanded
disclosures about fair value measurements. In November 2007, the FASB deferred
the effective date of SFAS 157 for non-financial assets and liabilities until
fiscal years and interim periods beginning after November 15, 2008. The
provisions of SFAS 157 will be applied prospectively. We do not believe the
adoption of SFAS 157 would have a material impact on the Company’s consolidated
financial statements.





In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value
Option for Financial Assets and Financial Liabilities.” SFAS 159 allows
companies to choose to measure financial instruments and certain other financial
assets and financial liabilities at fair value. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between entities that choose different measurement attributes for similar types
of assets and liabilities. SFAS 159 is effective for fiscal years beginning
after November 15, 2007. We do not believe the adoption of SFAS 159 would
have a material impact on the Company’s consolidated financial
statements.





Cash
and Cash Equivalents




Cash and
cash equivalents include cash on hand, cash on deposit with various financial
institutions in the PRC, and all highly-liquid investments with original
maturities of three months or less at the time of purchase.




Accounts
Receivable




Accounts
receivable are carried at original invoice amount less an estimate made for
doubtful accounts based on a review of all outstanding amounts on a monthly
basis. Management judgment and estimates are made in connection with
establishing the allowance for doubtful accounts. Specifically, the Company
analyzes the aging of accounts receivable balances, historical bad debts,
customer concentrations, customer credit-worthiness, current economic trends and
changes in our customer payment terms. Significant changes in customer
concentration or payment terms, deterioration of customer credit-worthiness or
weakening in economic trends could have a significant impact on the
collectibility of receivables and the Company’s operating results. The allowance
of doubtful account is accrued based on the AR identified
uncollectible.





Inventories




Inventories,
which are primarily comprised of raw materials, packaging materials,
semi-finished goods, and finished goods, are stated at the lower of cost or net
realizable value, using the moving average(“MA”) method. Cost being determined
on the basis of a moving average. The Company evaluates the need for reserves
associated with obsolete, slow-moving and non-salable inventory by reviewing net
realizable values on a periodic basis.




Property
and Equipment




Property
and equipment are recorded at cost and depreciated using the straight-line
method, with an estimated 5% salvage value of original cost, over the estimated
useful lives of the assets as follows:




Buildings
              20
      yearsManufacturing
      machinery & equipment
              8
      yearsElectronic
      equipment & automobiles
              5
      yearsOffice
      equipment
              5
      years


Expenditures
for repairs and maintenance, which do not improve or extend the expected useful
lives of the assets, are expensed as incurred while major replacements and
improvements are capitalized.




When
property or equipment is retired or disposed of, the cost and accumulated
depreciation are removed from the accounts, with any resulting gains or losses
being included in net income or loss in the year of disposition.


- 9
-
 China
Runji Cement Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)
  NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Impairment
of Long-Lived Assets




The
Company evaluates potential impairment of long-lived assets, in accordance with
Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which requires the Company to (a)
recognize an impairment loss only if the carrying amount of a long-lived asset
is not recoverable from its undiscounted cash flows and (b) measure an
impairment loss as the difference between the carrying amount and fair value of
the asset. The Company believes that long-lived assets in the accompanying
balance sheets are appropriately valued at May 31, 2008.





Government
Subsidies





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. The Company received a government incentive of
$2,135,616 (or RMB 14,949,314) for the year ended August 31, 2005, in the form
of a reduction in the cost of land use rights. The Company is entitled to
receive a treasury subsidy of the local government in accordance with the
“Regulations of facilitating investment in industrial enterprises” (Article 17
of Han Order [2002]) which is jointly promulgated on Oct 28, 2002 by the
Communist Party Commission of Han Shan County, Anhui Province and Han Shan
County Government of Anhui Province. According to this regulation, the first 3
years of tax payable to the local government by the Company after it commenced
production will be refunded to the Company for the purpose of increasing
production. The application of the Company was approved.





In
February 2008, Han Shan county government refunded to the Company a treasury
subsidy for the year 2005 - 2006 which totaled $469,322. A total of $820,589
Government subsidy is still in process.





Revenue
Recognition




The
Company recognizes revenue when the significant risks and rewards of ownership
have been transferred pursuant to PRC law, including such factors as when
persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, sales and value-added tax laws have been
complied with, and collectibility is reasonably assured. The Company generally
recognizes revenue when its products are shipped.




Comprehensive
Income




The
Company has adopted SFAS No. 130, Reporting Comprehensive
Income, which establishes standards for reporting and displaying
comprehensive income, its components, and accumulated balances in a full-set of
general-purpose financial statements. Accumulated other comprehensive income
represents the accumulated balance of foreign currency translation
adjustments.




Concentration
of Credit Risk




The
Company maintains cash balances at various financial institutions in the PRC,
which do not provide insurance for amounts on deposit.




The
Company has not experienced any losses in such accounts and believes it is not
exposed to significant credit risk in this area.




The
Company operates principally in the PRC and grants credit to its customers in
this geographic region. Although the PRC is economically stable, it is always
possible that unanticipated events in foreign countries could disrupt the
Company’s operations.




Foreign
Currency Translation




The
functional currency of the Company is the Renminbi (“RMB”), the PRC’s currency.
The Company maintains its financial statements using the functional currency.
Monetary assets and liabilities denominated in currencies other than the
functional currency are translated into the functional currency at rates of
exchange prevailing at the balance sheet dates. Transactions denominated in
currencies other than the functional currency are translated into the functional
currency at the exchange rates prevailing at the dates of the transaction.
Exchange gains or losses arising from foreign currency transactions are included
in the determination of net income (loss) for the respective
periods.




For
financial reporting purposes, the financial statements of the Company, which are
prepared using the RMB, are translated into the Company’s reporting currency,
United States Dollars. Balance sheet accounts are translated using the closing
exchange rate in effect at the balance sheet date and income and expense
accounts are translated using the average exchange rate prevailing during the
reporting period. Adjustments resulting from the translation, if any, are
included in accumulated other comprehensive income (loss) in stockholder’s
equity.


- 10
-
 China
Runji Cement Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)


NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Fair
Value of Financial Instruments




The
Company's financial instruments include cash equivalents, accounts receivable,
other receivables, accounts payable, accrued expenses, value-added taxes,
short-term and long-term bank loans, and loans payable to related parties. The
carrying amounts of financial instruments other than long-term obligations
approximate fair value due to their short maturities. Long-term obligations
approximate fair value based upon rates currently available for similar
instruments.





NOTE
3 – ACCOUNTS RECEIVABLE





May
      31, 2008Accounts
      Receivable –Trade
            
            $
            2,077,441Allowance
      for Doubtful Accounts
            
            
            (58,462
            )$
            2,018,979





NOTE
4 – INVENTORY





Inventory
consists of the following:





May
      31, 2008Raw
      Materials
            
            $
            728,526Packaging
      Materials
            
            
            67,782Semi-Finished
      Goods
            
            
            164,333Finished
      Goods
            
            
            634,879$
            1,595,520





NOTE
5 – ADVANCES TO SUPPLIERS





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





NOTE
6 – PROPERTY, PLANT AND EQUIPMENT





Property,
plant and equipment consist of the following:





May
      31, 2008Buildings
      – Cost
            
            $
            21,987,314Buildings
      - Accumulated Depr
            
            
            (1,815,110
            )Buildings
      – Net
            
            
            20,172,204Equipment
      & Machinery – Cost
            
            
            18,462,789Equipment
      & Machinery – Accumulated Depr
            
            
            (5,097,580
            )Equipment
      & Machinery – Net
            
            
            13,365,209Automobiles
      – Cost
            
            
            252,053Automobiles
      – Accumulated Depr
            
            
            (82,604
            )Automobiles
      – Net
            
            
            169,449Other
      Equipment – Cost
            
            
            11,451Other
      Equipment - Accumulated Depr
            
            
            (1,102
            )Other
      Equipment – Net
            
            
            10,349Computer
      Equipment – Cost
            
            
            19,602Computer
      Equipment - Accumulated Depr
            
            
            (5,506
            )Computer
      Equipment – Net
            
            
            14,096Total
      Fixed Assets - Net
            
            
            33,731,307Construction
      in progress
            
            
            4,540,728$
            38,272,035




- 11
-
 China
Runji Cement Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)







NOTE
7 –INTANGIBLE ASSETS & DEFERRED CHARGES





Intangibles
and deferred charges include the following:





May
      31, 2008Mineral
      rights-Limestone
            
            $
            2,687,616Mineral
      rights-Sandstone
            
            
            256,503$
            2,944,119





NOTE
8 –PAYABLES AND ACCRUED LIABILITIES





Payables
and accrued liabilities consist of the following:





May
      31, 2008Accounts
      payable
            
            $
            5,350,622Other
      Payables
            
            
            2,209,995Accrued
      liabilities
            
            
            9,124$
            7,569,741





NOTE
9 – SHORT TERM LOANS





This loan
was from Zhongxing Bank and was dated December 27, 2007, matures on December 26,
2008 and bears an interest rate of 1.038% per month. During the nine months
ended May 31, 2008, interest expense related to this loan totaled
$22,435.





NOTE
10 – RELATED PARTY TRANSACTIONS





(a)           Names
and relationship of related parties:





Name
            
            Existing
      relationship with the CompanyNanjin
      Hongren
            
            A
      company controlled by a shareholderNanjin
      Runji
            
            A
      company controlled by a shareholderShouren
      Zhao
            
            Shareholder,
      president & CEO of the CompanyXuanjun
      Yang
            
            Shareholder
      of the Company





(b)           Due
to Related Parties - short-term consists of $1,541,744 due to Shouren Zhao and
Xuanjun Yang.





These are
shareholder short-term loans in Hong Kong Renji are used in the merger and
acquisition of the shares of Anhui Runji’s shareholders, Mr. Shouren Zhao and
Mr. Xuanjun Yang. The loan bears no stated interest rate or maturity date and is
deemed payable on demand.


- 12
-
 China
Runji Cement Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)






NOTE
10 – RELATED PARTY TRANSACTIONS (CONTINUED)


(c)           Due
to Other Related Parties - long-term consists of the following:





May
      31, 2008Due
      to related party - L/T - Nanjin Hongren
            
            $
            19,774,166Due
      to related party - L/T - Nanjin Runji
            
            
            7,033,458Due
      to related party - L/T - Shouren Zhao
            
            
            613,627Due
      to related party - L/T - Xuanjun Yang
            
            
            1,044,845$
            28,466,096





The above
amounts due to related parties represent loans payable that are unsecured and
non-interest bearing. The loans are due two years after May 31, 2008 and are
used to meet the Company’s operating needs.





NOTE
11 – 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
12 – INCOME TAXES





The
Company‘s Enterprise Income Tax (“EIT”) rate is 25%. The income taxes for the
nine months ended May 31, 2008 was $1,559,566.





NOTE
13 - OPERATING RISK




The
Company operates in the research, development, manufacturing, marketing and
sales of cement products industry.  Substantially all of the Company’s
identifiable assets and operations at May 31, 2008 and May 31, 2007 were located
in the PRC.





The
Company has significant investments in the PRC. The operating results of the
Company may be adversely affected by changes in the political and social
conditions in the PRC and by changes in Chinese government policies with respect
to laws and regulations, anti-inflationary measures, currency conversion and
remittance abroad, and rates and methods of taxation, among other things. There
can be no assurance; however, those changes in political and other conditions
will not result in any adverse impact.





- 13
-




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION





As used
herein the terms "we", "us", "our," the “Issuer,” and the "Company" means, China
Runji Cement Inc., a Delaware corporation.





GENERAL
DESCRIPTION OF BUSINESS





Introduction





The
Issuer was incorporated as Fitmedia Inc., a Delaware corporation, on August 30,
2004. It was a development stage company.





In
October, 2007, the management of the Issuer determined that it was in the best
interests of the stockholders of the Issuer to agree to enter into a share
exchange (the “Share Exchange”) and acquire Anhui Province Runji Cement Co.,
Ltd. (“Anhui Runji”), a Chinese company that is engaged in the business of
distributing cement across several provinces in the People’s Republic of China.
As part of the reverse merger, the Issuer has ceased engaging in the health and
fitness business that Fitmedia Inc. was once engaged in.





As a
result of the Share Exchange, Anhui Runji became an indirect wholly-owned
subsidiary of the Issuer, and the Issuer succeeded to the business of Anhui
Runji, which is a leading cement production and distribution company in the
People’s Republic of China.  Using low cost production techniques,
while building a strong brand image, Anhui Runji has a strong competitive edge
in the central China cement market.  To reflect its business and
business plan, the Issuer changed its name from “Fitmedia Inc.” to “China Runji
Cement Inc.”





Material
Terms and Conditions of the Share Exchange Agreement





On
October 9, 2007, the Issuer entered into a Share Exchange Agreement (the
“Exchange Agreement”) by and among the Issuer, Timothy Crottey, the President
and majority shareholder of FitMedia (“Crottey”), Zhao Shou Ren, 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 (“Ren”); 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, Ren is referred to therein as the “Ren
Shareholder,” and Renji Investment, HK Renji and Anhui Runji are referred to
therein as the “Renji Subsidiaries.”  Upon closing of 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 the
Issuer in exchange for an aggregate of 55,000,000 shares of common stock of the
Issuer, thus causing the Renji Subsidiaries to become a direct and indirect
wholly-owned subsidiaries of the Issuer.





On
October 9, 2007, the Issuer entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”) by and among the Issuer, 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
the Issuer from Crottey for $540,000.





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 the Registrant resigned from
      such positions and the persons chosen by Anhui Runji were appointed as the
      officers of the Issuer, notably Zhao Shou Ren, as Chairman, CEO and
      President and Jiang Yi Chun 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 director of the Issuer, notably Bi Li Ming and Yang Xuan
      Jun.


·
            On
      the Closing Date, the Issuer 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.





As of the
date of the Exchange Agreement and Stock Purchase Agreement, there were no
material relationships between the Issuer or any of its affiliates and the Renji
Subsidiaries, or Anhui Runji, other than in respect of the Share
Exchange.





The
foregoing description of the Exchange Agreement and the Stock Purchase Agreement
do not purport to be complete and is qualified in its entirety by reference to
the complete text of the Exchange Agreement, which is filed as Exhibit 2.1, and
the complete text of the Stock Purchase Agreement, which is filed as Exhibit
2.2, to a Form 8-K filed with the Commission on November 7, 2007, both
of which are incorporated herein by reference.





- 14
-






Anhui
Runji’s Business Plan





Anhui
Runji has completed the construction of its first cement production line with
daily production of 2,500 tons, or one million tons per year. In August 2007,
Anhui Runji started to build up its second cement production line with daily
production capacity of 2,500 tons, or one million tons per year. The second
cement production line is estimated to be completed in August 2008 and put into
production in October 2008. At that time, the annual cement production capacity
of Anhui Runji will be over two million tons.





After
completing the construction of Anhui Runji’s first two production lines, the
Company plans to construct its 3rd and
4th
production lines in 2009 and 2010 respectively. These two production lines will
have a daily production capacity of 5,000 tons or 2 million tons annually
respectively.





After
completing the construction of these production lines, the Company will be
capable of a daily cement production capacity of 15,000 tons and yearly cement
production capacity of 6 million tons, thus becoming a large cement plant in
China. The market share of the Company will be estimated to be over 80% in the
market area surrounding the Company in a radius of 150 kilometers from the
production facilities.





Summary
of the Operations of Anhui Runji





Anhui
Province Runji Cement Co., Ltd. is a private company located in Anhui Province
in China, established in December 2003 with registered capital of RMB 60
million.  The Company started production in October 2005 and
specializes in cement production and sales. The main cement varieties produced
are ordinary silicate cement PII52.5, P.O42.5, P.O32.5 and P.C32.5. At present,
the Company has one cement clinker production line with daily production of
2,500 tons and one million tons annually.





The
Company obtained its production license in 2005. Presently, the Company focuses
production on Runji Brand P.II52.5, P.O42.5, P.O32.5 and P.C32.5
cements.  P.II52.5 is a high grade, high strength cement that is made
in the Anhui and Jiangsu Provinces and the region of north of the Changjiang
River and is used in large architectural projects. The Company has a rigorous
quality control system and received ISO9001 quality system certification and
international accreditation in March 2006.  In addition, the
Company passed the national GB/T 19001-2000 standard
authentication.





Presently,
the Company’s main market is in Hefei and Pukou (Nanjing), with total sales of
600,000 tons in the area, representing 60% of its 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 the Anhui and Jiangsu Provinces.





The
Company’s net sales to customers for the three and nine months ended May 31,
2008 and May 31, 2007, were $11,681,719 and $5,809,506, and $27,901,832 and
$20,080,919 respectively.





The
second cement clinker production with daily production of 2,500 tons and one
million tons annually is under construction, which is estimated to be completed
in August 2008. In 2009, the Company plans to construct additional cement
product line with daily production of 5,000 tons and two million tons annually,
which has been approved by China government.





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.





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2007 AND 2008.





Revenues





We
generated all of our revenue by selling primarily cement products. Revenues
increased by $5,872,213 or 101% to $11,681,719 for the three months ended May
31, 2008 from $5,809,506 for the same corresponding period in
2007.  The increase is primarily the result of increased sales volume
especially PO42.5 cement; and also due to increased retail price for cement
products.





Of the
$11,681,719 in revenue for the three months ended May 31, 2008, approximately
$8,435,168 (or 72%) was generated from sales of PO42.5 cement, and $453,022 (or
4%) from the stronger and more durable PII52.5 cement.





Cost
of Goods Sold





Our cost
of goods sold for the three months ended May 31, 2008 was $8,819,531, compared
to $5,515,764 for the same corresponding period in 2007, an increase of
$3,303,767 or approximately 60%. The increase was attributed to the increase in
our sales revenue and increase in the cost of purchasing raw
materials.





Gross
Profit





Our gross
profit increased by $2,568,446 or approximately 874% to  $2,862,188
for the three months ended May 31, 2008 from $293,742 for the same period in
2007. The increase was primarily due to the increase in the retail price of
cement products in China. This increase counter balanced the negative
effect imposed by the increase in raw material costs. We are able to transfer
the costs of raw materials to our customers by increasing the retail price of
cement, which is subsequently accepted by the market.





- 15
-






Operating
Expenses





Total
operating expenses for the three months ended May 31, 2008 was $433,265,
compared to $370,001 for the same period in 2007, an increase of $63,264 or
approximately 17%. The increase was mainly the result of the increased costs
associated with the increase in revenue.





Interest
Expenses





Our
interest expense forthe three months ended
May 31, 2008 and May 31, 2007 was $12,620 and $3,544, respectively. The
increased interest expense of $9,076 was due mainly to the increase in
short-term loans.





Other
Income





Other
income was $1,307,788 forthe three months ended
May 31, 2008, compared to $75,052 for the same period in 2007, an increase of
$1,232,736 or approximately 1,643%. The increase in other income was mainly the
result of a tax refund from the Chinese government in 2008.





RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED MAY 31, 2007 AND 2008.





Revenues





We
recorded revenue of $27,901,832 for the nine months ended May 31, 2008, compared
to $20,080,919 for the same period in 2007, an increase of $7,820,913, or
39%. This was due primarily to increased cement sales in our geographic area and
increased market price of our cement products.





Cost
of Goods Sold





Our cost
of goods sold during the nine months ended May 31, 2008 and May 31, 2007 was
$21,584,102 and $18,071,681, respectively.  The increase in cost of
goods sold was attributable to the increase of our sales revenue and the
increase of raw material costs.





Gross
Profit





Gross
profit during the nine months ended May 31, 2008 and May 31, 2007 was $6,317,730
and $2,009,238, respectively. The gross profit ratio increased 214% for the nine
months ended May 31, 2008 over the same period in year 2007. The increase was
primarily due to the increase in retail price of cement products in China
in general, counter balanced by the negative effect imposed by the increase in
raw material costs. We are able to transfer the cost of raw materials to our
customers by increasing the retail price of cement, which is subsequently
accepted by the market.





Operating
Expenses





Total
operating expenses for the nine months ended May 31, 2008 and May 31, 2007 were
$1,161,510 and $1,064,628, respectively.  The increase of $96,882 was
due mainly to increased administrative and general expenses.





Interest
Expenses





Interest
expense forthe
nine months ended May 31, 2008 and May 31, 2007, was $38,215 and
$626,404, respectively. The decrease of $588,189 was due mainly to the
decreased interest expenses for our shareholder loans.





Other
Income





Other
income increased by $1,339,393 to $1,412,513 forthe nine months ended
May 31, 2008 from  $73,120 for the same period in 2007.  The
increase in other income was mainly the result of a tax refund from Chinese
government in 2008.





- 16
-






Liquidity
and Capital Resources





Net cash
flows provided by operating activities for the nine months ended May 31, 2008
and May 31, 2007 were $9,303,078 and $4,480,415, respectively. This was
primarily due to depreciation expense, a decrease in accounts receivable
and an increase in accounts payable and accrued liabilities.





Net cash
flows used in investing activities for the nine months ended May 31, 2008 and
May 31, 2007 were $17,236,330 and $16,406,477. This was due mainly to
advances made to suppliers and cash paid for intangible assets and deferred
charges and property, plant and equipment in connection with the development of
the second production line.





Net cash
flows provided by financing activities for the nine months ended May 31, 2008
and May 31, 2007 were $7,308,815 and $12,039,491, respectively. This was
due mainly proceeds received on related party loans offset by payments made on
debt.





Overall,
we have funded most of our cash needs from inception through May 31, 2008 with
operating activities and loans from related parties.




On May
31, 2008, we had cash and cash equivalents of $2,174,858 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 principals 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.





Revenue Recognition. China
Runji Cement Inc. recognizes sales when the 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 shipment is 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.’ 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 Statement of Financial Accounting Standards No. 109,
“Accounting for Income Taxes” (SFAS 109).  SFAS 109 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.





- 17
-






Recently
Issued Accounting Pronouncements





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”), which permits entities
to choose to measure financial instruments and certain other items at fair value
that are not currently required to be measured at fair value. SFAS 159 will be
effective for the Company on January 1, 2008. The Company does not expect that
the adoption of SFAS 159 will have a material impact on its financial
statements.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations, which replaces SFAS No. 141.  The statement retains the
purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting.  It also changes the recognition of assets
acquired and liabilities assumed arising from contingencies, requires the
capitalization of in-process research and development at fair value, and
requires the expensing of acquisition-related costs as incurred.  SFAS
No. 141(R) is effective for the Company beginning September 1, 2008 and will
apply prospectively to business combinations completed on or after that
date.  While the Company has not yet evaluated this statement for the
impact, if any, that SFAS 141(R) will have on its consolidated financial
statements, the Company will be required to expense costs related to any
acquisitions after August 31, 2008.





In
December 2007, the FASB issued SFAS No. 160, Non Controlling Interests in
Consolidated Financial Statements, an amendment of ARB 51, which changes the
accounting and reporting for minority interests.  Minority interests
will be recharacterized as noncontrolling interests and will be reported as a
component of equity separate from the parents’ equity, and purchases or sales of
equity interests that do not result in a change in control will be accounted for
as equity transactions.  In addition, net income attributable to the
noncontrolling interest will be included in consolidated net income on the face
of the income statement and, upon a loss of control, the interest sold, as well
as any interest retained, will be recorded at fair value with any gain or
loss recognized in earnings.  SFAS No. 160 is effective for the
Company beginning September 1, 2008 and will apply prospectively, except for the
presentation and disclosure requirements, which will apply
retrospectively.  The Company does not expect the adoption of SFAS No.
160 will have a material impact on its financial statements.





ITEM
3. CONTROLS AND PROCEDURES.




We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods. Our Chief Executive Officer and our Chief Financial
Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures. Our controls and procedures
established by us are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act are recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms.




As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act are recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required
disclosure.





There
were no changes in our internal control over financial reporting that occurred
during the fiscal quarter covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.





PART
II. OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





We are
not aware of any pending or threatened legal proceedings, in which we are
involved. In addition, we are not aware of any pending or threatened legal
proceedings in which entities affiliated with our officers, directors or
beneficial owners are involved.





ITEM
2. CHANGES IN 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.





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ITEM
5. OTHER INFORMATION





None.





ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K





(1)
            Exhibits: Exhibits required to be attached
      by Item 601 of Regulation S-B are listed in the Index to Exhibits
      beginning at the end of this Form
  10-QSB.





(2)
            a)  8-K
      filed May 5, 2008 – Appointment of CFOb)  8-K
      filed June 5, 2008 – Change in Auditorsc)  8-K/A
      filed June 30, 2008 – Change in
Auditors





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, there
unto duly authorized.






CHINA
      RUNJI CEMENT INC.Date:
      July 11, 2008
            By:
            /s/
      Shouren ZhaoShouren
      Zhao
              Chairman
      and Chief Executive Officer














INDEX
TO EXHIBITS





Exhibit
      No.
            
            Description3.1
            
            Articles
      of Incorporation of Fitmedia Inc. (incorporated by reference from Exhibit
      3 to Fitmedia’s Registration Statement on Form SB-2 filed with the
      Commission on May 13, 2005).3.2
            
            By-laws
      of Fitmedia Inc. (incorporated by reference from Exhibit 3 to Fitmedia’s
      Registration Statement on Form SB-2 filed with the Commission on May 13,
      2005).31.1
            
            Certification
      of Chairman and Chief Executive Officer31.2
            
            Certification
      of Chief Financial Officer and Principal Accounting
  Officer32.1
            
            Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002, of Shouren Zhao, Chairman and Chief
      Executive Officer.32.2
            
            Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002, of Yichun Jiang, Chief Financial Officer
      and Principal Accounting Officer.





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