UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported):
May 30, 2008
CHINA RUNJI CEMENT
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
0-51755
(Commission
File Number)
98-0533824
(I.R.S.
Employer Identification No.)
Xian
Zhong Town, Han Shan County
Chao
Hu City, Anhui Province
People’s Republic of
China
(Address
of Principal Executive Offices) (Zip Code)
011-86-565
4219871
(Registrant's
Telephone Number, Including Area Code)
_____________________________________________
(Former
Name or Former Address, if changed since last report)
This
Current Report on Form 8-K is filed by China Runji Cement Inc., a Delaware
corporation (the “Registrant”), in connection with the items described
below.
ITEM
4.01 CHANGES IN
REGISTRANT'S CERTIFYING ACCOUNTANTS
On May 30, 2008, Kempisty &
Company, Certified Public Accountants, P.C. (“Kempisty & Company”) was
terminated as the independent registered public accounting firm for the
Registrant and its subsidiary, Anhui Province Runji Cement Co., Ltd. (“Anhui
Province Runji”). Kempisty & Company had been the
independent registered public accounting firm for and audited the balance sheet
of Anhui Province Runji and the related statements of operations and retained
earnings and cash flows for each of the years in the two year period ended
August 31, 2007. In addition, Kempisty & Company reviewed
management’s prepared consolidated financial statements for the Registrant for
the quarters ended November 30, 2007 and February 29, 2008. All of
the foregoing audited financial statements are hereinafter collectively referred
to as the “audited financial statements.”
The reports of Kempisty & Company
on the audited financial statements for the past two fiscal years indicated
contained no adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles. The
termination of Kempisty & Company was approved unanimously by the Board of
Directors.
In connection with Kempisty &
Company’s audits for the two most recent fiscal years of Anhui Province Runji
and in connection with Kempisty & Company’s review of the
consolidated financial statements of the Registrant for the two subsequent
interim periods to date, there have been no disagreements between Anhui Province
Runji, on the one hand, or the Registrant, on the other hand, and
Kempisty & Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Kempisty & Company, would have caused
Kempisty & Company to make reference thereto in their report on Anhui
Province Runji‘s financial statements for these fiscal years or on the
Registrant’s financial statements for these interim periods..
The Registrant has made the contents of
this Form 8-K filing available to Kempisty & Company and requested it to
furnish a letter to the Securities and Exchange Commission as to whether
Kempisty & Company agrees or disagrees with, or wishes to clarify
Registrant’s expression of its views. A copy of Kempisty &
Company’s letter to the SEC is included as an exhibit to this
filing.
On May 30, 2008, the Registrant engaged
Malone & Bailey, PC
as its
independent registered public accounting firm and the independent registered
public accounting firm of Anhui Province Runji. Neither the Registrant nor Anhui
Province Runji had consulted with
Malone & Bailey,
PC
regarding the application of accounting principles to any contemplated
or completed transactions nor the type of audit opinion that might be rendered
on the Registrant's or Anhui Province Runji’s financial statements, and neither
written nor oral advice was provided that would be an important factor
considered by Registrant or Anhui Province Runji in reaching a decision as to an
accounting, auditing or financial reporting issues.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS
(c) Exhibits
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 hereunder duly
authorized.
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China
Runji Cement Inc.
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By:
/s/ Shouren
Zhao
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Shouren
Zhao, Chairman & CEO
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DATED: May
30, 2008
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