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 February 28, 2010





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:  April 14, 2010, 78,832,064 shares.







CHINA RUNJI CEMENT INC.





Form 10-Q for the period ended February 28, 2010





TABLE OF CONTENTS





PagePART I - FINANCIAL INFORMATIONITEM 1 - FINANCIAL STATEMENTSConsolidated Balance Sheets as of February 28, 2010 and August 31, 2009 (Unaudited)
3Consolidated Statements of Operations and Comprehensive Income for the three and six months ended  February 28, 2010 and 2009 (Unaudited)
4Consolidated Statements of Cash Flows for the six months  ended  February 28, 2010 and 2009 (Unaudited)
5Notes to Unaudited Consolidated Financial Statements
6ITEM 2 - MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
15ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
22ITEM 4 - CONTROLS AND PROCEDURES
22PART II - OTHER INFORMATIONITEM 1 - LEGAL PROCEEDINGS
22ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
22ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
22ITEM 4 - REMOVED AND RESERVED
22ITEM 5 - OTHER INFORMATION
22ITEM 6 – EXHIBITS
23SIGNATURES
23





2




China Runji Cement Inc.


Consolidated Balance Sheets


(UNAUDITED)





Assets

February 28, 2010


August 31, 2009Current AssetsCash and cash equivalents

$
1,060,962


$
752,952Accounts receivable, net (Note 3)


7,805,819



7,758,060Accounts receivable from related party (Note 3)


139,847



120,615Advances (Note 5)


5,616,509



6,323,149Short Term Deferred Assets (Note 7)


51,183



102,298Inventory (Note 4)


2,053,451



2,015,140Prepaid expenses and other receivables


2,275,546



1,110,522Total Current Assets


19,003,317



18,182,736Advance for construction In progress projects (Note 5)


952,534



2,743,828Property, plant and equipment, net (Note 6)


56,714,827



51,766,946Intangible Assets & Deferred Charges (Note 7)


4,558,769



4,416,306Total Assets

$
81,229,447


$
77,109,816Liabilities and Stockholders’ EquityCurrent LiabilitiesAccounts payables and accrued liabilities (Note 8)

$
24,293,531


$
19,477,476Short-term loans (Note 9)


13,310,574



13,301,615Long-term loan-current portion (Note 11)


613,652



733,143Due to related parties (S/T) (Note 10)


15,185,812



16,816,524Taxes payable and other


619,036



739,405Total Current Liabilities


54,022,605



51,068,163Long-Term loan-non-current portion


-



235,174Total Liabilities


54,022,605



51,303,337Commitments and Contingencies


-



-Stockholders' EquityPreferred Stock: 20,000,000 shares authorized, $0.0001 par valueNo shares issued and outstanding


-



-Common Stock: 200,000,000 shares authorized,$0.0001 par value 78,832,064 shares issued and outstanding


7,883



7,883Additional paid in capital


12,327,962



12,327,962Accumulated other comprehensive income


2,551,425



2,535,914Retained earnings


12,319,572



10,934,720Total Stockholders' Equity


27,206,842



25,806,479Total Liabilities and Stockholders' Equity

$
81,229,447



77,109,816




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




3


China Runji Cement Inc.


Consolidated Statements of Operations and Comprehensive Income


(UNAUDITED)





For the Three Months Period Ended


For the Six Months Period EndedFebruary 28,


February 28,2010


2009


2010


2009(Unaudited)


(Unaudited)


(Unaudited)


(Unaudited)Revenue

$
11,667,963


$
9,290,749


$
22,598,664


$
25,041,160Cost of goods sold


10,701,769



9,565,813



20,926,959



23,263,320Gross Profit


966,194



(275,064
)


1,671,705



1,777,840Operating Costs and Expenses:Selling expenses


47,782



87,370



134,429



159,422A&G expenses:


913,948



513,129



1,539,328



886,792Depreciation of property, plant and equipment


57,469



37,852



97,035



75,640Total operating costs and expenses


1,019,199



638,351



1,770,792



1,121,854Income (Loss) From Operations


(53,005
)


(913,415
)


(99,087
)


655,986Interest income Expense


(232,682
)


(15,851
)


(454,780
)


(35,635
)Government subsidies /Grants


466,085



1,506,787



2,341,421



2,238,678Other income (expenses)


4,042



(4,359
)


67



(67,143
)Income Before Income Taxes


184,440



573,162



1,787,621



2,791,886Income taxes expense (benefit)


(478
)


(171,311
)


402,769



382,440Net Income

$
184,918


$
744,473


$
1,384,852


$
2,409,446Other Comprehensive IncomeForeign currency translation adjustment


(39,048
)


(24,890
)


15,511



24,974Comprehensive Income

$
145,870


$
719,583


$
1,400,363


$
2,434,420Earnings Per Share, Basic and Diluted

$
0.00


$
0.01


$
0.02


$
0.03Weighted Average Shares Outstanding


78,832,064



78,832,064



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 six months Period Ended28-Feb-10


28-Feb-09Operating activitiesNet income

$
1,384,852


$
2,409,446Adjustments to reconcile net income (loss) to net cashprovided by (used in) operating activities:Amortization


217,554



128,788Depreciation, expense and cost


2,461,020



2,050,958Changes in operating assets and liabilities:Accounts receivable, net


(61,770
)


(3,748,845
)Advances to suppliers


710,830



230,519Prepaid expenses and other receivables


(1,164,667
)


416,483Inventory


(36,976
)


(734,613
)Accounts payable and accrued liabilities


4,803,604



8,402,781Customer Deposit


-



(999,945
)Tax payable


(120,859
)


(1,671,835
)Net cash provided by (used in) operating activities


8,193,588



6,483,737Investing activitiesChange in due from related parties


-



53,450Property, plant and equipment additions


(5,887,397
)


(803,268
)Net cash provided by (used in) investing activities


(5,887,397
)


(749,818
)Financing activitiesShort term loan proceeds


877,475



-Short term loan (repayment)


(877,475
)


-Proceeds/(repayment) of related party loans


(1,642,307
)


(5,715,952
)Principle payment of the sale-leaseback financing


(355,307
)


-Net cash provided by (used in) financing activities


(1,997,614
)


(5,715,952
)Effect of exchange rate changes on cash and cash equivalents


(567
)


(57,569
)Increase (decrease) in cash and cash equivalents


308,010



(39,602
)Cash and cash equivalents, beginning of year


752,952



415,031Cash and cash equivalents, end of year

$
1,060,962


$
375,429Supplemental DisclosuresInterest Paid

$
316,471


$
23,037Income taxes paid

$
402,307


$
1,438,724Non-Cash Investing Activity:Construction in progress transferred to fixed assets

$
11,122,965


$
-





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




5


CHINA RUNJI CEMENT INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 28, 2010


(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. 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. 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.




6


CHINA RUNJI CEMENT INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 28, 2010


(UNAUDITED)





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





Reclassification





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





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. During the quarter ended February 28, 2010, the local government of Hanshan County granted RMB 3,198,000 to the Company to support its operation and growth. The government subsidy income totaled 2,341,421during the six months ended February 28, 2010.





New Accounting Pronouncements





Consolidation of Variable Interest Entities – Amended (To be included in ASC 810 “Consolidation”, previously SFAS 167 “Amendments to FASB Interpretation No. 46(R)”).  SFAS 167 amends FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” to require an enterprise to perform an analysis to determine the primary beneficiary of a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity.  SFAS 167 also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity.  SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009.  The adoption of this standard had no material effect on the Company's financial statements.





In August 2009, the FASB issued Accounting Standards Update No. 2009-05 (“ASC Update 2009-05”), an update to ASC 820, Fair Value Measurements and Disclosures.  This update provides amendments to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. Among other provisions, this update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the valuation techniques described in ASC Update 2009-05.  The adoption of this standard had no material effect on the Company's financial statements.





In October 2009, the FASB issued Accounting Standards Update, 2009-13, Revenue Recognition (Topic 605) “Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force”.  This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting.  This update establishes a selling price hierarchy for determining the selling price of a deliverable.  The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available.  The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted.  The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.





7


CHINA RUNJI CEMENT INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 28, 2010


(UNAUDITED)





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





In December, 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R).  The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity.  An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity.  The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements.  The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.





In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash.  The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share).   The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.





In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification.  The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity.  The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.”  If an entity has previously adopted SFAS No.160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009.  The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160.  The management does not expect the adoption of this ASU to have a material impact on the Company’s financial statements.





In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements.  This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).  This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation.  A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position.  A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques.  A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The management does not expect the adoption of this ASU to have a material impact on the Company’s financial statements.




8


CHINA RUNJI CEMENT INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 28, 2010


(UNAUDITED)




NOTE 2 – GOING CONERN





As reflected in the accompanying consolidated financial statements, the Company had a working capital deficiency of $35,019,288 as of February 28, 2010. 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





28-Feb-10


31-Aug-09Notes Receivable

$
879,349


$
199,148Accounts Receivable –Trade

$
6,926,470


$
7,558,912Accounts Receivable from related party


139,847



120,615Allowance for Doubtful Accounts


-



-$
7,945,666


$
7,878,675





The accounts receivable from related party was $139,847 and $120,615 at February 28, 2010 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 $2,456,247 and $2,923,464 at February 28, 2010 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:





28-Feb-10


31-Aug-09Raw Materials

$
662,748


$
702,529Packaging Materials


30,300



25,138Semi-Finished Goods


612,274



292,376Finished Goods


748,129



871,976Supplies


-



123,121$
2,053,451


$
2,015,140





9


CHINA RUNJI CEMENT INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 28, 2010


(UNAUDITED)





NOTE 5 – ADVANCES TO SUPPLIERS





Advances to suppliers consist of the following:





28-Feb-10


31-Aug-09Advances to suppliers

$
5,616,509


$
6,323,149Advance for Construction In Progress projects


952,534



2,743,828Advances

$
6,569,043


$
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.





NOTE 6 – PROPERTY, PLANT AND EQUIPMENT





Property, plant and equipment consist of the following:





28-Feb-10


31-Aug-09Building – Cost

$
32,015,171


$
28,423,400Building - Accumulated Depr


(4,115,677
)


(3,407,631
)Building – Net


27,899,494



25,015,769Equipment & Machinery – Cost


38,857,569



31,245,848Equipment & Machinery - Accumulated Depr


(10,191,893
)


(8,464,956
)Equipment & Machinery – Net


28,665,676



22,780,892Automobiles – Cost


293,022



292,828Automobiles – Accumulated Depr


(179,519
)


(151,579
)Automobiles – Net


113,503



141,249Other Equipment – Cost


30,984



30,964Other Equipment - Accumulated Depr


(19,602
)


(16,648
)Other Equipment – Net


11,382



14,316Computer Equipment – Cost


32,862



32,841Computer Equipment - Accumulated Depr


(15,089
)


(11,960
)Computer Equipment – Net


17,773



20,881Total Fixed Assets - Net

$
56,707,828


$
47,973,107Construction in progress


6,999



3,793,839$
56,714,827


$
51,766,946





10


CHINA RUNJI CEMENT INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 28, 2010


(UNAUDITED)





NOTE 7 –INTANGIBLE ASSETS & DEFERRED CHARGES





Intangibles and deferred charges include the following:





28-Feb-10


31-Aug-09Mineral exploration right-Shihuishi

$
3,403,743


$
3,428,391Mineral exploration right-Shayan


210,215



224,399Land acquisition compensation

(Compensating fee for mine and forest)


503,571



535,359Planting fee in working place


265,635



47,953Compensating fee for stone materials in Baxiong Village


15,468



16,444Compensating fee for limekiln and drought land in Baxiong Village


13,451



14,301Compensating fee for sandstone land in Qiaomai Village


106,272



90,433Debt issue cost


40,414



59,026$
4,558,769


$
4,416,306Short term deferred asset - Guarantee fee related to loan

$
51,183


$
102,298





NOTE 8 –PAYABLES AND ACCRUED LIABILITIES





Payables and accrued liabilities consist of the following:





28-Feb-10


31-Aug-09Accounts payable

$
17,999,931


$
12,424,023Other Payables


5,752,597



6,952,818Accrued liabilities


541,003


100,635Payables and accrued liabilities

$
24,293,531


$
19,477,476





NOTE 9 – SHORT-TERM LOANS





Short term loans consist of:





28-Feb-10


31-Aug-09Xian Zong Credit Bank

$
877,620


$
438,519PuFa Bank WenHu business branch


4,241,832



4,239,022ICBC Hanshan


2,925,401



2,923,464Huishang Bank Sales Department


5,265,721



5,262,235Runfeng company


-



438,375$
13,310,574


$
13,301,615





11


CHINA RUNJI CEMENT INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 28, 2010


(UNAUDITED)





NOTE 9 – SHORT-TERM LOANS (CONT.)





The details for the Company’s bank loans at February 28, 2010 are as follows:





Borrowing bank

Amount

Starting date

Maturity date

Interest rate

(monthly)*       Xianzhong Credit Bank

877,620

2009-11-16

2010-11-16

0.8835%**     PuFa Bank WenHu business branch

4,241,832

2009-4-30

2010-4-30

0.4425%***   ICBC Hanshan

2,925,401

2009-6-26

2010-6-26

0.4425%**** Huishang Bank Sales Department

5,265,721

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 use right.


***
The loan from the Hanshan branch of ICBC Bank is securitized by an accounts receivable balance of $2,456,247 and $2,923,464 (Note 3) at February 28, 2010 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 CompanyNanjin Hongren
A company controlled by shareholderNanjin Runji
A company controlled by shareholderZhao, Shouren
Shareholder & president & CEO of the CompanyYang, Xuanjun
Shareholder of the Company





12


CHINA RUNJI CEMENT INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 28, 2010


(UNAUDITED)





NOTE 10 –DUE TO RELATED PARTIES (CONT.)





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





28-Feb-10


31-Aug-09Due to related party – Nanjin Hongren

$
7,972,327



8,279,088Due to related party – Nanjin Runji


6,720,658



7,135,035Due to related party – Zhao, Shouren


249,555



611,899Due to related party – Yang, Xuanjun


240,368



788,052Miscellaneous


2,904



2,450$
15,185,812



16,816,524





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





NOTE 11 –LONG-TERM LOAN




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




Year Ended

28-Feb-10

Year Ended

31-Aug-09Long-term loan  – Anhui Yuanzhong (current portion)

$
613,652


$
733,143Long-term loan – Anhui Yuanzhong (Non-current portion)


-



235,174$
613,652


$
968,317





NOTE 13 – 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 six 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.





13
 
 CHINA RUNJI CEMENT INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 February 28, 2010
 (UNAUDITED)


NOTE 14 – INCOME TAXES





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




Six months ended

28-Feb-10


Six months ended

28-Feb-09Income Taxes

$
402,769


$
382,440





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 February 28, 2010 and 2009.




14


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.





15


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 mus, and its limestone mine comprises an area of 1,000 mus.  The Anhui Runji factory, limestone reserve and storing mine together comprise an area of approximately 50,000 square meters.





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 can 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 six months ended February 28, 2010 and February 28, 2009 were $22,598,664 and $25,041,160, 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.





16


RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2010 AND 2009





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.





Revenues





We generated all of our revenue primarily by selling cement products and cement clinkers.





For the Three Months Ended

For the Six Months EndedFebruary 28, 2010

February 29, 2009

Difference

February 28, 2010

February 29, 2009

Difference(Unaudited)

(Unaudited)



(Unaudited)

(Unaudited)Revenue
$
11,667,963

$
9,290,749

$
2,377,214

$
22,598,664

$
25,041,160

$
(2,442,496)cement

4,912,869


4,984,134


(71,265)


9,772,821


17,395,299


(7,622,478)cement clinker

6,755,094


4,306,615


2,448,479


12,825,843


7,645,861


5,179,982





Revenues increased by $2,377,214 or 25.5% to $11,667,963 for the three months ended February 28, 2010 from $9,290,749 for the same corresponding period in 2009.  The decreased cement sales revenue of $71,265 is mainly attributable to the cement clinker produced by the first cement production line being made into cement products after putting the second cement clinker line into production. The sales revenue of the cement clinker increased $2,448,479, which is primarily the result of increased sales volume from cement clinker produced by the second production line.





Revenues decreased by $2,442,496 or 9.8% to $22,598,664 for the six months ended February 28, 2010 from $25,041,160 for the same corresponding period in 2009, during which 2009 period the sales revenue of cement products decreased $7,622,478 and the sales revenue of cement clinker increased $5,179,982. The decrease is primarily the result of lower cement sales volume, especially PO42.5 cement; and also due to a decline in the retail price for cement products.





17


Cost of Goods Sold





For the Three Months Ended

For the Six Months EndedFebruary 28, 2010

February 29, 2009

Difference

February 28, 2010

February 29, 2009

Difference(Unaudited)

(Unaudited)



(Unaudited)

(Unaudited)Cost of goods sold
$
10,701,769

$
9,565,813

$
1,135,956

$
20,926,959

$
23,263,320

$
(2,336,361)cement

4,318,666


5,484,927


(1,166,261)


8,900,080


14,862,261


(5,962,181)cement clinker

6,383,103


4,080,886


2,302,217


12,026,879


8,401,059


3,625,820





Our cost of goods sold for the three months ended February 28, 2010 was $10,701,769 compared to $9,565,813 for the same corresponding period in 2009, an increase of $1,135,956 or approximately 12%. Our cost of goods sold for the six months ended February 28, 2010 was $20,926,959, compared to $23,263,320 for the same corresponding period in 2009, a decrease of $2,336,361 or approximately 10.04%. The decreased costs of cement products were mainly attributed to a reduction in cement production volume and a decline in the sales price of cement.





Gross Profit





Our gross profit increased by $1,241,258 to $966,194 for the three months ended February 28, 2010 from $(275,064) for the same period in 2009. Our gross profit decreased by $106,135 to $1,671,705 for the six months ended February 28, 2010 from $1,777,840 for the same period in 2009. The decrease was mostly the result of the decline in the retail sales price of cement.





Operating Expenses





Total operating expenses for the three months ended February 28, 2010 was $1,019,199, compared to $638,351 for the same period in 2009, an increase of $380,848 or approximately 59.66%.





Total operating expenses for the six months ended February 28, 2010 was $1,770,792, compared to $1,121,854 for the same period in 2009, an increase of $648,938 or approximately 57.85%. The increase was mainly due to repairs and maintenance, consulting fees, real estate tax, land use tax,social insurance and sewage charges.





Interest Expenses





Our interest expense for the three months ended February 28, 2010 and February 28, 2009 was $232,682 and $15,851, respectively.





Our interest expense forthe six months ended February 28, 2010 and February 28, 2009 was $454,780 and $35,635, respectively. The increased interest expense of $419,145 was due primarily to the increase in short-term loans.





Liquidity and Capital Resources










Net cash flows provided by operating activities for the six months ended February 28, 2010 and February 28, 2009 were $8,193,588 and $6,483,737, respectively. This was primarily due to net income and an increase in advances and accounts payable.





Net cash flows used in investing activities for the six months ended February 28, 2010 and February 28, 2009 were $(5,887,529) and $(749,818). 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 six months ended February 28, 2010 and February 28, 2009 were $(1,997,614) and $(5,715,952), respectively. This is primarily due to financial leasing and repayment of short-loan borrowing.





18


Overall, we have funded most of our cash needs from inception through February 28, 2010 with operating activities and loans from related parties.





On February 28, 2010, we had cash and cash equivalents of $1,060,962 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.





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.’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.’s 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 February 28, 2010 and August 31, 2009. 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.





19


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





Consolidation of Variable Interest Entities – Amended (To be included in ASC 810 “Consolidation”, previously SFAS 167 “Amendments to FASB Interpretation No. 46(R)”).  SFAS 167 amends FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” to require an enterprise to perform an analysis to determine the primary beneficiary of a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity.  SFAS 167 also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity.  SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009.  The adoption of this standard had no material effect on the Company's financial statements.





In August 2009, the FASB issued Accounting Standards Update No. 2009-05 (“ASC Update 2009-05”), an update to ASC 820, Fair Value Measurements and Disclosures.  This update provides amendments to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. Among other provisions, this update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the valuation techniques described in ASC Update 2009-05.  The adoption of this standard had no material effect on the Company's financial statements.





In October 2009, the FASB issued Accounting Standards Update, 2009-13, Revenue Recognition (Topic 605) “Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force”.  This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting.  This update establishes a selling price hierarchy for determining the selling price of a deliverable.  The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available.  The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted.  The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.





In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140. The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets.  In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting.  The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.





20


In December, 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R).  The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity.  An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity.  The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements.  The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.





In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash.  The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share).   The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.





In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification.  The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity.  The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.”  If an entity has previously adopted SFAS No.160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009.  The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160.  The management does not expect the adoption of this ASU to have a material impact on the Company’s financial statements.





In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements.  This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).  This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation.  A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position.  A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques.  A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The management does not expect the adoption of this ASU to have a material impact on the Company’s financial statements.





21


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 six months of 2010, the Company is not currently subject to significant market risk.





ITEM 4 - CONTROLS AND PROCEDURES





Disclosure 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 February 28, 2010, 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.





Changes in Internal Control over Financial Reporting





During the quarter ended February 28, 2010, 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.





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 - REMOVED AND RESERVED





ITEM 5 - OTHER INFORMATION





None.





22


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 193431.2
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 193432.1
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 200232.2
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








23





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:  April 14, 2010
By:
/s/ Shouren ZhaoShouren Zhao

Chairman and Chief Executive Officer








24