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.

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 mu, and its limestone mine comprises an area of 1,000 mu. 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 is able to 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, 2009 and February 29, 2008, were $25,041,160 and $16,220,113, respectively.

Anhui Runji's Plan of Operation

· We plan to raise adequate capital over the next five years for expansion and growth.
· We have invested over USD$50 million to build up one cement production line with daily production of 2,500 tons and one cement clinker production line with daily production of 2,500 tons. The newly invested cement clinker production line was put into operation in October 2008.

· We plan to complete the investment of USD$10 million to establish a waste heat power generator system to convert waste heat into electricity in 2009, which is expected to save about USD$4.6 million per year in electricity costs. After the completion of the generator system, we will significantly improve our margins and reduce reliance on outside power sources.

RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED FEBRUARY 28, 2009 AND EFBRUARY 29, 2008

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 Ended
               February 28,   February 29,                 February 28,    February 29,
                   2009           2008       Difference        2009            2008        Difference
               (Unaudited)    (Unaudited)                   (Unaudited)     (Unaudited)

Revenue        $  9,290,749   $  5,908,827   $ 3,381,922   $  25,041,160   $  16,220,113   $ 8,821,047
cement            4,984,134      3,925,988     1,058,146      17,395,299      13,125,026     4,270,273
cement clinker    4,306,615      1,982,839     2,323,776       7,645,861       3,095,087     4,550,774

Revenues increased by $3,381,922 or 57.24% to $9,290,749 for the three months ended February 28, 2009 from $5,908,827 for the same corresponding period in 2008. The increased cement sales revenue of $1,058,146 is mainly contributed by 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 $2,323,776, which is primarily the result of increased sales volume from cement clinker produced by the second production line.

Revenues increased by $8,821,047or 54.38% to $25,041,160 for the six months ended February 28, 2009 from $16,220,113 for the same corresponding period in 2008, in which the sales revenue of cement products increased $4,270,273 and the sales revenue of cement clinker increased $4,550,774.

Cost of Goods Sold

                 For the Three Months Ended                     For the Six Months Ended
          February 28,   February 29,                 February 28,    February 29,
              2009           2008       Difference        2009            2008         Difference
          (Unaudited)    (Unaudited)                   (Unaudited)     (Unaudited)

Cost of
goods
sold      $  9,565,813   $  4,973,977   $ 4,591,836   $  23,263,320   $  12,764,571   $ 10,498,749
cement       5,484,927      2,807,304     2,677,623      14,862,261       9,498,802      5,363,459
cement
clinker      4,080,886      2,166,673     1,914,213       8,401,059       3,265,769      5,135,290

Our cost of goods sold for the three months ended February 28, 2009 was $9,565,813, compared to $4,973,977 for the same corresponding period in 2008, an increase of $4,591,836 or approximately 92.32%. Our cost of goods sold for the six months ended February 28, 2009 was $23,263,320, compared to $12,764,571 for the same corresponding period in 2008, an increase of $10,498,749 or approximately 82.25%. The increased costs of cement products were mainly attributed to a decrease in cement production volume and increased production costs from January to February 2009, which were due to a slightly longer seasonal production shutdown period than in the previous year as a result of a prolonged rainy season, Chinese spring festival vacation, and equipment maintenance. The increased costs of cement clinker were mainly attributed to two reasons: 1) the second production line was put into operation in October, 2008, and operated at half production capacity, resulting in relatively higher unit costs; and 2) the slightly longer seasonal production shutdown period than in the previous year as a result of a prolonged rainy season, Chinese spring festival vacation and fixed assets maintenance, which resulted in relatively higher costs.

Gross Profit

                         For the Three Months Ended                           For the Six Months Ended
               February 28,      February 29,                      February 28,     Fenruary 29,
                   2009              2008          Difference          2009             2008          Difference
                (Unaudited)      (Unaudited)                       (Unaudited)      (Unaudited)

Gross Profit   $    (275,064 )   $    934,850     $ (1,209,914 )   $  1,777,840     $  3,455,542     $ (1,677,702 )
cement              (500,793 )      1,118,684       (1,619,477 )      2,533,038        3,626,224       (1,093,186 )
cement clinker       225,729         (183,834 )        409,563         (755,198 )       (170,682 )       (584,516 )

Our gross profit decreased by $1,209,914 to $(275,064) for the three months ended February 28, 2009 from $934,850 for the same period in 2008 in which the gross profit of cement products was $(500,793) and the gross profit of cement clinker was $225,729. Our gross profit decreased by $1,677,702 to $1,777,840 for the six months ended February 28, 2009 from $3,455,542 for the same period in 2008, in which the gross profit of cement products was $2,533,038 and the gross profit of cement clinker was $ (755,198). The decrease was primarily attributed to the decrease of production output and increased unit production costs during the period.

Operating Expenses

Total operating expenses for the three months ended February 28, 2009 was $638,351, compared to $444,974 for the same period in 2008, an increase of $193,377 or approximately 43.46%.

Total operating expenses for the six months ended February 28, 2009 was $1,121,854, compared to $936,499 for the same period in 2008, an increase of $185,355 or approximately 19.79%.

The increase was mainly the result of the operation of the second production line and higher marketing expenses.

Interest Expenses

Our interest expense for the three months ended February 28, 2009 and February 29, 2008 was $15,851 and $21,883, respectively. Our interest expense for the six months ended February 28, 2009 and February 29, 2008 was $35,635 and $24,164, respectively. The small changes in expenses were due mainly to the changes in interest subsidy on bills receivable.

Other Income (Expenses)

Other income (expenses) were $(4,359) for the three months ended February 28, 2009, compared to $11,311 for the same period in 2008, respectively.

Liquidity and Capital Resources

Net cash flows provided by operating activities for the six months ended February 28, 2009 and February 29, 2008 were $6,483,737 and $563,948, respectively. This was primarily due to changes in accounts payable.

Net cash flows used in investing activities for the six months ended February 28, 2009 and February 29, 2008 were $(749,818) and $(1,729,389). This was due mainly to increased investment in property, plant and equipment in connection with the second production line.

Net cash flows provided by (used in) financing activities for the six months ended February 28, 2009 and February 29, 2008 were $(5,715,952) and $966,041, respectively. This was due mainly to the repayment of a loan from a related party.

Overall, we have funded most of our cash needs from inception through February 28, 2009 with operating activities.

On February 28, 2009, we had cash and cash equivalents of $375,429 on hand. We anticipate raising funds through an equity or debt offering or with a strategic partner in the coming months.

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.' 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.

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.