sc4a.htm
 
 
UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A
(Rule 13d-1)
Amendment No. 1


CHINA RUNJI CEMENT INC.
(Name of Issuer)


Common Stock, $.0001 par value
(Title of Class of Securities)


338181100
(CUSIP Number)


Wei Chu Meng
Room 402, No. 86, BeiZhuang Road
ZhuJi City, ZheJiang Province
People’s Republic of China 311800


(011) 0086 565 4219871
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


January 23, 2008
(Date of Event Which Requires Filing of This Statement)


Copies To:

Harold H. Martin, Esq.
Martin & Pritchett, P.A.
17115 Kenton Drive, Suite 202A
Cornelius, North Carolina  28031
Tel:  (704) 584-0268
Fax:  (704) 895-1528
 

 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

01
NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wei Chu Meng
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
 
7
SOLE VOTING POWER                
7,500,000
8
SHARED VOTING POWER         
33,200,000
9
SOLE DISPOSITIVE POWER        
7,500,000
10
SHARED DISPOSITIVE POWER   
33,200,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,700,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.6%
14
TYPE OF REPORTING PERSON
IN


 
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Item 1.                      Security and Issuer.

This Statement on Schedule 13D amends that certain Statement on Schedule 13D, filed with the Commission on July 25, 2008, by  Wei Chu Meng, a citizen and resident of the People’s Republic of China

This Statement relates to shares of common stock, $.0001 par value (the “Common Stock”), of China Runji Cement Inc., a Delaware corporation (the “Issuer”). At present, there are 78,832,064 issued and outstanding shares of Common Stock, and a total of 200,000,000 authorized shares of Common Stock.

The Reporting Person is Wei Chu Meng, a citizen and resident of the People’s Republic of China (hereinafter, “Ms. Meng”), who is the wife of Shouren Zhao, the Chairman, CEO and President of the Issuer.  The Reporting Person owns 7,500,000 shares of Common Stock in her own name and beneficially owns (a) 18,500,000 shares of Common Stock by virtue of her marital relationship with Mr. Zhao, (b) 7,700,000 shares of Common Stock owned by Ting Zhao, her son, and (c) 7,000,000 shares of Common Stock owned by Min Yan Zhao, her daughter. As a result, the Reporting Person is the beneficial owner of 40,700,000 shares of Common Stock, representing 51.6% of the issued and outstanding Common Stock.

The Issuer’s principal executive offices are located at  Xian Zhong Town, Han Shan County, Chao Hu City, Anhui Province, People’s Republic of China.

Item 2.                      Identity and Background.

a.  
The name of the Reporting Person is Ms. Meng.

b.  
Ms. Meng does not have a business address but can receive mail at Xian Zhong Town, Han Shan County, Chao Hu City, Anhui Province, People’s Republic of China.  She has no registered office.

c.  
Ms. Meng’s principal business is maintaining a home for her family, as the wife of Shouren Zhao, the Chairman, CEO and President of the Issuer.   His principal business address is Xian Zhong Town, Han Shan County, Chao Hu City, Anhui Province, People’s Republic of China.  Her home address is Room 402, No. 86, BeiZhuang Road, ZhuJi City, ZheJiang Province, People’s Republic of China 311800.

d.  
During the past five years, Ms. Meng has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e.  
During the past five years, Ms. Meng has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

f.  
Ms. Meng is a citizen and resident of the People’s Republic of China.

Item 3.                      Source and Amount of Funds or Other Consideration.

Shouren Zhao, the husband of Ms. Meng, and the Chairman, CEO and President of the Issuer, transferred 7,500,000 shares of Common Stock to Ms. Meng, without consideration, as part of a restructuring of the capital stock of the Issuer. The transfer is believed to be exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Ms. Meng made certain representations, warranties and agreements with Shouren Zhao in connection with her holding and disposition of the shares as part of his Regulation S compliance. Ms. Meng resides in the same household as Mr. Zhao.

Item 4.                      Purpose of Transaction.

The purpose of the transaction was to implement a restructuring of the family ownership structure of 73,500,000 shares of Common Stock owned by Shouren Zhao.  After the transfers to family members and certain close business associates, Shouren Zhao retained beneficial ownership of 40,700,000 shares of Common Stock, representing 51.6% of the issued and outstanding shares of Common Stock.

Other than as heretofore described, Ms. Meng does not have any plans or proposals which relate to or would result in any of the matters set forth in Items 4(a) through (j) of this Schedule.

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Item 5.                      Interest in Securities of the Issuer.

a.           The Issuer has 78,832,064 shares of Common Stock issued and outstanding. At present, Ms. Meng beneficially owns 40,700,000 shares of such Common Stock.  Ms. Meng disclaims any membership in a group within the meaning of Section 13(d)(3) of the Act.

b.           The following table indicates the number of shares as to which Ms. Meng has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition.

   
Sole Voting Power
    
         
Name of Person
  
Number of Shares
  
Percent Outstanding
         
Ms. Meng
  
7,500,000
  
9.5%
         
   
Shared Voting Power
    
         
Name of Person
  
Number of Shares
  
Percent Outstanding
         
Ms. Meng
  
33,200,000
  
42.1%
         
   
Sole Dispositive Power
    
         
Name of Person
  
Number of Shares
  
Percent Outstanding
         
Ms. Meng
  
7,500,000
  
9.5%
         
   
Shared Dispositive Power
    
         
Name of Person
  
Number of Shares
  
Percent Outstanding
         
Ms. Meng
  
33,200,000
  
42.1%

 
c.
Not applicable.

 
d.
None.

 
e.
Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Refer to the discussion under Item 4, above, with respect to any contracts, arrangements, understandings or relationships between Ms. Meng and between such persons and any person with respect to any securities of the Issuer. Ms. Meng represents that no such contracts, arrangements, understandings or relationships currently exist except as disclosed therein.

Item 7.                      Material to be Filed as Exhibits.

None.

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SIGNATURE
 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


WEI CHU MENG


By: /s/ Wei Chu Meng
Name: Wei Chu Meng

Date: July 31, 2008
 

 

 
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