UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  Annual Report  Pursuant to Section 13 or 15(d) of The  Securities  Exchange
     Act of 1934

                   For the Fiscal Year Ended December 31, 2004

[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of The  Securities
     Exchange Act of 1934

                        Commission File Number 000-49901

                          CEMENTITIOUS MATERIALS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)



            Nevada                                        87-0646435
-------------------------------                       -------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


            19 East 200 South, Suite 1080, Salt Lake City, Utah 84111
               (Address of principal executive offices) (Zip Code)

Issuer's telephone no.:  (801) 322-3401

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:   Common

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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[ ] No [X]


     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the best of the  Registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State the issuer's revenues for its most recent fiscal year. $ -0-

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and ask  prices of such stock as of a  specified  date  within 60 days.  The
aggregate market value as of October 30, 2004 was approximately $-0-

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date.

       Class                              Outstanding as of December 31, 2004
-----------------------                   -----------------------------------
Common Stock, Par Value                               4,991,042
   $.001 per share

                       DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Part III,
Item 14.


Transitional Small Business Disclosure Format.   Yes [ ]  No [X]


<PAGE>

<TABLE>
<CAPTION>


                          CEMENTITIOUS MATERIALS, INC.

                                TABLE OF CONTENTS

                                                                                             Page
                                                                                             ----
                                                      PART I
                                                      ------

<S>              <C>                                                                         <C>
Item 1.           Description of Business .................................................    3

Item 2.           Description of Property..................................................   10

Item 3.           Legal Proceedings........................................................   10

Item 4.           Submission of Matter to a Vote of Security Holders.......................   11


                                                      PART II
                                                      -------

Item 5.           Market for Common Equity and Related Stockholder Matters.................   11

Item 6.           Management's Discussion and Analysis or Plan of Operation................   13

Item 7.           Financial Statements.....................................................   16

Item 8.           Changes in and Disagreements with Accountants on Accounting
                    and Financial Disclosure...............................................   16

Item 8A.          Controls and Procedures..................................................   16

Item  8B          Other Information........................................................   16

                                                     PART III
                                                     --------

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                     Compliance with Section 16(a) of the Exchange Act.....................   16

Item 10.          Executive Compensation...................................................   20

Item 11.          Security Ownership of Certain Beneficial Owners and Management...........   20

Item 12.          Certain Relationships and Related Transactions...........................   21

Item 13.          Exhibits.................................................................   21

Item 14.          Principal Accountant Fees and Services...................................   22

                  Signatures...............................................................   23
</TABLE>

                                                        -2-

<PAGE>
                                     PART I

Item 1.   Description of Business

Business Development

     History

     Cementitious Materials, Inc. was originally incorporated in Idaho on May 6,
1971 as Hall Mountain  Silver  Mines,  Inc. For a period after  inception,  Hall
Mountain was involved in the ownership and  operations of certain mining claims.
Operations  discontinued  in 1981 and we remained  inactive until  approximately
1989. On June 5, 1989 we changed our name to Network Videotex Systems, Inc. and,
on November 13, 1989, we changed the name to Wessex  International,  Inc. On May
22, 1991, we acquired Ocean Express Lines, Inc., a Florida  corporation  engaged
in the business of operating a scheduled  steamship  between Miami,  Florida and
ports in the Western Caribbean and Gulf of Mexico. The acquisition was accounted
for as a pooling of interest. In connection with the transaction, we changed its
name to Ocean Express Lines, Inc. We did not achieve  profitable  operations and
ceased operations in 1992.

     In 1999, Williams  Investments Company prevailed in a lawsuit against Ocean
Express Lines to collect certain debts owed it. Williams Investments was granted
a judgment  against the company in the amount of $10,000  plus  interest,  which
judgment was converted  into  13,749,824  shares of our common  stock.  Williams
Investments is principally owned by H. Deworth Williams, currently our President
and one of our directors.

     In  February  2000,  our  shareholders  voted to relocate  the  domicile of
incorporation from Idaho to the Nevada. A new corporate entity, also named Ocean
Express Lines, Inc., was organized as a Nevada corporation on February 18, 2000.
On March 2, 2000 we  merged  with the  Nevada  entity,  which was the  surviving
entity.  We issued 20 million  shares of common stock in the newly formed Nevada
corporation to  stockholders  of the Idaho  corporation in exchange for their 20
million shares in the Idaho corporation.

     On December 23, 2002,  we entered into an Agreement and Plan of Merger with
Media  Fusion,  Inc.,  whereby  Media  fusion was to be merged with and into our
corporate  entity.  Media  Fusion  is  engaged  in  researching  and  developing
Electro-resistive  Magnetic  Resonance  Conversion  technology,  to which it has
certain  rights  pursuant  to  license  agreements.  At a special  meeting  held
February 11, 2003, our shareholders  voted to approve the merger,  to change our
corporate name to "Power  Measurement &  Communications,  Inc.," and to effect a
reverse  stock  split of our  outstanding  common  stock on a one  share for ten
shares basis.

     Under  terms  of  the  merger  agreement,  certain  conditions  were  to be
satisfied by the parties prior to completion and closing of the merger. However,
not all conditions to closing were satisfied and the agreement was terminated by
its own terms in  February  2003.  Accordingly,  we did not  close the  proposed
merger  nor  change  our  corporate  name  and  management  did not  pursue  the
transaction further.

     On April 30, 2003, our board of directors  resolved to proceed with the one
share for 10 shares reverse split ratified by shareholders on February 11, 2003.
Accordingly,  the board set May 15,  2003 as the  effective  date for the split.
Following the reverse stock split,  our outstanding  shares were reduced from 20
million to approximately 2 million.

     Pursuant to action taken on June 18, 2003 by unanimous consent of our board
of directors and the majority  written consent of the outstanding  shares of our
common stock, we changed our corporate name to American  Thorium,  Inc. Articles
of Amendment  were filed with the State of Nevada on June 19, 2003, and Articles
of  Correction  were filed on July 3, 2003 to  correct an error in the  original
filing.

                                       -3-
<PAGE>

     On October 10, 2003, by unanimous consent of our board of directors and the
majority  written  consent of the  outstanding  shares of our common  stock,  we
changed our corporate name to Cementitious  Materials,  Inc. Also on October 10,
2003, our board  unanimously  approved a one share for four shares reverse stock
split of our issued and outstanding  shares of common stock,  effective  October
21,  2003.  In  connection  with the  reverse  stock  split,  we  decreased  our
authorized  capitalization  to 12.5 million  shares.  As a result of the reverse
split, we had 500,042 shares of common stock outstanding.

     On  November  5,  2003,  pursuant  to  unanimous  approval  of our board of
directors, we entered into a Share Exchange Agreement whereby we acquired all of
the issued and outstanding shares of Cementitious Material Technologies, Inc., a
newly created Nevada corporation (hereinafter "CMTI"), in exchange for 4,947,000
shares  (post-split)  of our authorized,  but previously  unissued common stock,
issued to CMTI shareholders.  The Share Exchange Agreement also provided for the
issuance of 4,553,000 shares  (post-split)of  authorized but previously unissued
common stock to four individuals as consideration for services.

     CMTI was created to accommodate the transactions  contemplated by the Share
Exchange Agreement.  Following inception,  CMTI acquired from Nextium Marketing,
LLC,  a Florida  limited  liability  company,  certain  technologies  and rights
related to the  production of light  weight,  architectural  building  materials
premised on acquired proprietary  technology,  trade secrets,  licenses,  patent
rights and other intellectual  property.  CMTI also acquired from an individual,
United States  Utility Patent  Application  serial number  60/510,309,  entitled
"Method of Mixing  Reactionary  Chemicals," filed October 8, 2003, and rights to
any invention described and claimed therein.

     It was our intent that following the acquisition of CMTI we would engage in
the business of licensing,  marketing and promoting new  construction  materials
and their  manufacturing,  applications  and requisite  construction  techniques
based on the acquired  technology.  This technology could be used to manufacture
advanced building materials.

     However,  shortly after the  acquisition  it was  determined by the parties
involved  that it would be in the best  interest of all concerned to rescind the
acquisition.  Accordingly,  in April  2004,  the  parties to the Share  Exchange
Agreement finalized a Rescission  Agreement whereby the Share Exchange Agreement
and the  acquisition  of CMTI was rescinded and deemed null and void.  Under the
terms of the Rescission Agreement, the 4,947,000 shares of our common stock that
were to be  issued  to CMTI  shareholders  were  canceled  and  returned  to the
treasury.  Also,  62,000  shares that were to be issued for  services  were also
canceled and returned to the  treasury.  The balance of 4,491,000  shares issued
for services remained outstanding.

     As a result of the  rescission of the  acquisition,  we are now  conducting
only limited business operations and are considered a development stage company.
Presently,  we are actively seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  Our
principal  purpose is to locate and  consummate a merger or  acquisition  with a
private entity.

     Any target  acquisition or merger candidate will become subject to the same
reporting  requirements  as we have  following  consummation  of any  merger  or
acquisition.  Thus, in the event we successfully  complete the acquisition of or
merger with an operating  business  entity,  that  business  entity must provide
audited  financial  statements for at least the two most recent fiscal years or,
in the event the  business  entity has been in business for less than two years,
audited financial statements will be required from the period of inception. This
could limit our potential  target  business  opportunities  due to the fact that
many  private  business  opportunities  either  do not  have  audited  financial
statements,  or are unable to produce audited  statements  without undo time and
expense.
                                       -4-
<PAGE>

     Our  principal  executive  offices are located at 19 East 200 South,  Suite
1080, Salt Lake City, Utah 84111, and our telephone number is (801) 322-3401.

     Current Business Activities

     We have had only a brief operating  history and no  representation is made,
nor is any intended, that we will be able to carry on future business activities
successfully.  Further,  there can be no assurance that we will have the ability
to acquire or merge with an operating business, business opportunity or property
that will be of material value to us.

     Management  plans to investigate,  research and, if justified,  potentially
acquire or merge  with one or more  businesses  or  business  opportunities.  We
currently have no commitment or arrangement,  written or oral, to participate in
any  business  opportunity  and  management  cannot  predict  the  nature of any
potential business opportunity it may ultimately consider.  Management will have
broad discretion in its search for and negotiations with any potential  business
or business opportunity.

     Sources of Business Opportunities

     Management  intends to use various  resources  in its search for  potential
business  opportunities   including,  but  not  limited  to,  our  officers  and
directors,  consultants,  special advisors,  securities broker- dealers, venture
capitalists,  members of the  financial  community  and  others who may  present
management with unsolicited  proposals.  Because of our lack of capital,  we may
not be able to  retain,  on a fee  basis,  professional  firms  specializing  in
business  acquisitions and reorganizations.  Rather, we will most likely have to
rely on outside  sources,  not  otherwise  associated  with us, that will accept
their  compensation  only after we have  finalized a successful  acquisition  or
merger.  To date, we have not engaged or entered into any discussion,  agreement
or understanding with a particular  consultant regarding our search for business
opportunities.  Management has in the past  consulted  with Williams  Investment
Company, a consulting company located in Salt Lake City, Utah, principally owned
by H. Deworth  Williams,  a director and principal  shareholder of Ocean Express
Lines.  Because there is no agreement or understanding with Williams Investment,
we may use other consultants if we so elect. However, due to past experience, we
may use the consulting and advisory services of Williams Investment.  Presently,
no final  decision has been made nor is management in a position to identify any
future prospective consultants.

     If we elect to  engage  an  independent  consultant,  we will  look only to
consultants that have experience in working with small companies in search of an
appropriate business  opportunity.  Also, the consultant must have experience in
locating  viable merger and/or  acquisition  candidates  and have a proven track
record of finalizing such business  consolidations.  Further, we would prefer to
engage a  consultant  that  will  provide  services  for only  nominal  up-front
consideration  and is  willing  to be fully  compensated  only at the close of a
business consolidation.

     We do not intend to limit our search to any  specific  kind of  industry or
business.  We may  investigate  and ultimately  acquire a venture that is in its
preliminary or development stage, is already in operation,  or in various stages
of its corporate  existence and development.  Management  cannot predict at this
time the  status  or  nature  of any  venture  in which  we may  participate.  A
potential  venture  might need  additional  capital or merely desire to have its
shares  publicly  traded.  The most  likely  scenario  for a  possible  business
arrangement  would  involve  the  acquisition  of or  merger  with an  operating
business  that does not need  additional  capital,  but which merely  desires to
establish a public  trading market for its shares.  Management  believes that we
could  provide a potential  public  vehicle for a private  entity  interested in
becoming a publicly  held  corporation  without the time and  expense  typically
associated with an initial public offering.

                                      -5-
<PAGE>

     Evaluation

     Once we identify a particular  entity as a potential  acquisition or merger
candidate,  management will seek to determine  whether  acquisition or merger is
warranted,  or whether further  investigation is necessary.  Such  determination
will generally be based on management's  knowledge and  experience,  or with the
assistance  of outside  advisors  and  consultants  evaluating  the  preliminary
information   available  to  them.   Management  may  elect  to  engage  outside
independent  consultants to perform  preliminary  analysis of potential business
opportunities.  However,  because  of our  lack of  capital  we may not have the
necessary  funds for a complete and exhaustive  investigation  of any particular
opportunity.

     In evaluating such potential business  opportunities,  we will consider, to
the extent relevant to the specific opportunity, several factors including:

     *   potential benefits to us and our shareholders;
     *   working capital;
     *   financial requirements and availability of additional financing;
     *   history of operation, if any;
     *   nature of present and expected competition;
     *   quality and experience of management;
     *   need for further research, development or exploration;
     *   potential for growth and expansion;
     *   potential for profits; and
     *   other factors deemed relevant to the specific opportunity.

     Because  we  have  not  located  or   identified   any  specific   business
opportunity,  there are certain  unidentified  risks that  cannot be  adequately
expressed prior to the identification of a specific business opportunity.  There
can be no assurance following consummation of any acquisition or merger that the
business  venture  will  develop  into a going  concern  or, if the  business is
already operating, that it will continue to operate successfully. Many potential
business  opportunities  available to us may involve new and untested  products,
processes or market strategies which may not ultimately prove successful.

     Form of Potential Acquisition or Merger

     We cannot predict the manner in which we might participate in a prospective
business opportunity.  Each separate potential opportunity will be reviewed and,
upon  the  basis of that  review,  a  suitable  legal  structure  or  method  of
participation will be chosen. The particular manner in which we participate in a
specific  business  opportunity will depend upon the nature of that opportunity,
the  respective  needs and  desires  of our  management  and  management  of the
opportunity,  and the  relative  negotiating  strength of the parties  involved.
Actual  participation  in a  business  venture  may  take  the  form of an asset
purchase,   lease,  joint  venture,   license,   partnership,   stock  purchase,
reorganization,  merger or  consolidation.  We may act  directly  or  indirectly
through  an  interest  in  a   partnership,   corporation,   or  other  form  of
organization, however, we do not intend to participate in an opportunity through
the purchase of a minority stock position.

     Because we currently have no assets and a limited operating history, in the
event we successfully  acquire or merge with an operating business  opportunity,
it is likely that our present shareholders will experience substantial dilution.
It is also probable  that there will be a change in control of our company.  The
owners of any  business  opportunity  which we  acquire  or merge with will most
likely  acquire  control   following  such   transaction.   Management  has  not
established  any  guidelines  as to the  amount  of  control  it will  offer  to
prospective  business  opportunities,  but  rather  management  will  attempt to
negotiate the best possible agreement for the benefit of our shareholders.

                                      -6-
<PAGE>

     Presently,  management  does not intend to borrow funds to  compensate  any
person,  consultant,  promoter or affiliate in relation to the consummation of a
potential  merger or acquisition.  However,  if we engage any outside advisor or
consultant in our search for business opportunities,  it may be necessary for us
to attempt to raise  additional  funds. As of the date hereof,  we have not made
any arrangements or definitive agreements to use outside advisors or consultants
or to raise any capital.  In the event we do need to raise capital,  most likely
the only method  available  to us would be the private  sale of our  securities.
These  possible  private  sales would most likely have to be to persons known by
our  directors  or to  venture  capitalists  that would be willing to accept the
risks associated with investing in a company with no current operation.  Because
of our nature as a development stage company,  it is unlikely that we could make
a public sale of securities or be able to borrow any significant sum from either
a commercial or private lender.  Management will attempt to acquire funds on the
best available terms. However, there can be no assurance that we will be able to
obtain  additional  funding  when  and if  needed,  or  that  such  funding,  if
available,  can be obtained on  reasonable  or  acceptable  terms.  Although not
presently  anticipated,  there  is a  remote  possibility  that  we  could  sell
securities to our management or affiliates.

     There  exists a  possibility  that the terms of any future  acquisition  or
merger  transaction  might  include  the sale of  shares  presently  held by our
officers  and/or  directors  to parties  affiliated  with or  designated  by the
potential business  opportunity.  Presently,  management has no plans to seek or
actively negotiate such terms. However, if this situation does arise, management
is  obligated  to  follow  our  Articles  of  Incorporation  and all  applicable
corporate  laws in  negotiating  such an  arrangement.  Under this scenario of a
possible sale by officers and  directors,  it is unlikely that similar terms and
conditions would be offered to all other shareholders or that shareholders would
be given the opportunity to approve such a transaction.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities,  may be paid to a person or persons  instrumental in
facilitating  the  transaction.  No criteria or limits have been established for
the determination of an appropriate finder's fee, although it is likely that any
fee will be based upon  negotiations  by us, the  business  opportunity  and the
finder. Management cannot at this time make an estimate as to the type or amount
of a potential  finder's fee that might be paid.  It is unlikely that a finder's
fee will be paid to an affiliate  because of the potential  conflict of interest
that might result.  If such a fee was paid to an affiliate,  it would have to be
in such a manner so as not to compromise an affiliate's  possible fiduciary duty
to us or to violate  the  doctrine of  corporate  opportunity.  Further,  in the
unlikely  event a  finder's  fee was to be paid to an  affiliate,  we would most
likely have such an arrangement  ratified by the  shareholders in an appropriate
manner.

     The board of directors  believes  that it is highly  unlikely  that we will
acquire or merge with a business opportunity in which our management, affiliates
or promoters have an ownership interest.  Any possible related party transaction
of this type would have to be ratified by a disinterested board of directors and
by the  shareholders.  Management  does not  anticipate  that we will acquire or
merge with any  related  entity.  Further,  as of the date  hereof,  none of our
officers,  directors,  or  affiliates  or  associates  have had any  preliminary
contact or discussions with any specific business opportunity, nor are there any
present  plans,   proposals,   arrangements  or  understandings   regarding  the
possibility of an acquisition or merger with any specific business opportunity.

                                      -7-
<PAGE>

Rights of Shareholders

     Management  anticipates  that  prior to  consummating  any  acquisition  or
merger, if required by relevant state laws and regulations, we will seek to have
the transaction  ratified by shareholders  in the appropriate  manner.  However,
under Nevada law,  certain actions that would routinely be taken at a meeting of
shareholders,  may be taken by written consent of  shareholders  having not less
than the minimum  number of votes that would be  necessary  to authorize or take
the  action  at a meeting  of  shareholders.  Thus,  if  shareholders  holding a
majority of the  outstanding  shares decide by written  consent to consummate an
acquisition  or  a  merger,   minority  shareholders  would  not  be  given  the
opportunity  to  vote on the  issue.  The  board  of  directors  will  have  the
discretion to consummate an  acquisition  or merger by written  consent if it is
determined to be in our best interest to do so.  Regardless of whether an action
to acquire or merge is ratified by written consent or by holding a shareholders'
meeting,  we will  provide to  shareholders  complete  disclosure  documentation
concerning a potential  target  business  opportunity  including the appropriate
audited   financial   statements  of  the  target.   This  information  will  be
disseminated by proxy statement in the event a shareholders' meeting is held, or
by an  information  statement  pursuant to Regulation 14C of the Exchange Act if
the action is taken by written consent.

     Under Nevada  corporate  laws, our  shareholders  may be entitled to assert
dissenters'  rights  if  we  acquire  or  merge  with  a  business  opportunity.
Shareholders  will be  entitled to dissent  from and obtain  payment of the fair
value of their shares in the event of  consummation of a plan of merger to which
we are a party, if approval by shareholders is required under applicable  Nevada
law. Also,  shareholders will be entitled to dissenters' rights if we enter into
a share exchange if our shares are to be acquired. A shareholder who is entitled
to assert dissenter's rights and obtain the fair value for their shares, may not
challenge the corporate action creating this  entitlement,  unless the action is
unlawful  or  fraudulent  with  respect to the  shareholder  or our  company.  A
dissenting shareholder shall refrain from voting their shares in approval of the
corporate  action.  If the proposed  action is approved by the required  vote of
shareholders,  we must give notice to all shareholders who delivered to us their
written notice of dissent.

Competition

     Because no potential  acquisition or merger  candidate has been identified,
we are unable to evaluate the type and extent of our likely competition.  We are
aware that there are several  other public  companies  with only nominal  assets
that  are  also   searching  for  operating   businesses   and  other   business
opportunities as potential  acquisition or merger  candidates.  We are in direct
competition  with these  other  public  companies  in our  search  for  business
opportunities and, due to our lack of funds, it may be difficult to successfully
compete with these other companies.

Employees

     As of the date hereof,  we do not have any  employees and have no plans for
retaining  employees  until such time as our business  warrants the expense,  or
until we successfully  acquire or merge with an operating business.  We may find
it necessary to periodically hire part-time clerical help on an as-needed basis.

Facilities

     We  currently  use as our  principal  place of business  the offices of our
Secretary and director,  Geoff  Williams,  located in Salt Lake City,  Utah. The
facilities are shared with other businesses.

                                      -8-
<PAGE>

     Although we have no written agreement and currently pay no rent for the use
of these  facilities,  it is contemplated that at such future time as we acquire
or merge with an operating business, we will secure commercial office space from
which we will conduct our business.  However,  until such time as we complete an
acquisition or merger,  the type of business in which we will be engaged and the
type of office and other facilities that will be required,  is unknown.  We have
no current plans to secure such commercial office space.

Industry Segments

     No information is presented regarding industry segments. We are presently a
development  stage company  seeking a potential  acquisition of or merger with a
yet to be identified business  opportunity.  Reference is made to the statements
of income  included  herein in  response  to Part F/S of this Form  10-KSB for a
report of our operating history for the past two fiscal years.

Risk Factors Related to Our Business

     We are, and will be, subject to substantial  risks specific to a particular
business or business  opportunity,  which  specific  risks cannot be ascertained
until a potential acquisition or merger candidate has been identified.  However,
at a minimum,  our  present  and  proposed  business  operations  will be highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven venture, and will include the types of risk factors outlined below.

     We Have No Assets and No Source of Revenue
     ------------------------------------------

     We currently have no assets and have had no revenues for several years.  It
is unlikely that we will receive any revenues  until we complete an  acquisition
or merger. There can be no assurance that any acquired business will produce any
material  revenues for us or our  stockholders  or that any such  business  will
operate on a profitable basis.

     Our Auditors Have Expressed a Going Concern Opinion
     ---------------------------------------------------

     Our independent auditors discuss in their report our ability to continue as
a going concern. They include a statement that: "[t]he ability of the Company to
continue  as a going  concern is  dependent  upon its  ability  to  successfully
accomplish the plans described in the preceding  paragraph and eventually secure
other sources of financing and attain profitable operations."

     If we  are  not  able  to  secure  necessary  funding  or to  consummate  a
successful acquisition or merger, we may be forced to cease operations.  You are
encouraged to read Note 2 to financial statements included herewith.

     Discretionary Use of Proceeds
     -----------------------------

     We are not currently engaged in any substantive  business  activities other
than  looking  for  and  investigating  business   opportunities.   Accordingly,
management  has broad  discretion  with respect to the potential  acquisition of
assets, property or business.  Although management intends to apply any proceeds
it may  receive  through  the  future  issuance  of stock or debt to a  suitable
acquired business,  we will have broad discretion in applying these funds. There
can be no assurance that our use or allocation of such proceeds will allow it to
achieve its business objectives.

                                      -9-
<PAGE>

     No Substantive Disclosure Relating to Prospective Acquisitions
     --------------------------------------------------------------

     Because  we have  not yet  identified  any  specific  industry,  assets  or
business that we may seek,  potential  investors in our securities  will have no
substantive  information  upon which to base a decision whether to invest in our
securities until such a transaction is completed.  Potential investors currently
have no basis to evaluate the  comparative  risks and merits of investing in the
industry or business in which we may acquire.  Also,  potential  investors would
have access to  significantly  more  information if we had already  identified a
potential  acquisition or if the acquisition  target had made an offering of its
securities directly to the public.

     Future Acquisition or Merger May Result in Substantial Dilution
     ---------------------------------------------------------------

     We are currently authorized to issued 50,000,000 shares of common stock, of
which 4,991,042  shares are  outstanding as of the date hereof.  The issuance of
additional  shares in connection with any  acquisition or merger  transaction or
the raising of capital  may result in  substantial  dilution of the  holdings of
current shareholders.

     Management Will Devote Only Minimal Time to our Business
     --------------------------------------------------------

     Presently,  our three  directors have other full time  obligations and will
devote only such time to our business as  necessary  to maintain our  viability.
Thus,  because of management's  other time  commitments,  together with the fact
that we have no business operations,  management anticipates that it will devote
only a minimal amount of time to our activities,  at least until such time as we
have identified a suitable acquisition candidate.

     Effective Voting Control Held by Directors
     ------------------------------------------

     Our directors own in the aggregate approximately 51% of our outstanding
voting securities. Only one other shareholder owns in excess of 5%. Accordingly,
the current directors will have the ability to
elect all of our directors,  who in turn elect all executive  officers,  without
regard to the votes of other shareholders.

     No Active Market for Our Common Stock
     -------------------------------------

     Our common  stock is currently  quoted on the OTC Bulletin  Board and there
has not been an active trading  market in the shares.  There can be no assurance
that any such market will ever develop or be maintained.  Any trading market for
the  common  stock  that may  develop  will most  likely be very  volatile,  and
numerous factors beyond our control may have a significant effect on the market.
Accordingly,  there is only a nominal  public  market for our shares and persons
desiring to acquire or sell our shares may  encounter a lack of liquidity in the
marketplace.

Item 2.   Description of Property

     We do not presently own any property.

Item 3.   Legal Proceedings

     There  are  no  material  pending  legal  proceedings  to  which  we or our
subsidiary  is a party or to which any of our  property  is subject  and, to the
best of our knowledge, no such action against us is contemplated or threatened.

                                      -10-
<PAGE>

Item 4.   Submission of Matters to a Vote of Security Holders

     No matters were  submitted to a vote of our  securities  holders during the
fourth quarter of the year ended December 31, 2004.

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters

     Our  common  stock  became  eligible  to be traded in the  over-the-counter
market in  November  2002 and was  quoted on the OTC  Bulletin  Board  under the
symbol "OEXL" and in the National  Quotation Bureau,  Inc. ("NQB") "Pink Sheets"
under  Ocean  Express  Lines,  Inc. On May 15,  2003,  the symbol was changed to
"OXPL"  to  reflect  a one  share  for ten  shares  reverse  stock  split in our
outstanding  shares. On July 29, 2003,  changed to "AHRM" to reflect a change in
our  corporate  name to  American  Thorium,  Inc.  Our symbol  again  changed on
November  21,  2003 to  "CTTM"  to  reflect  our  name  change  to  Cementitious
Materials,  Inc. Our symbol  changed to "CTTME" on April 21, 2004 and on May 20,
2004,  our shares were deleted from  quotation on the OTCBB because our periodic
filings with the SEC were delinquent.  After filing certain delinquent  periodic
reports,  our share were once again included on the OTCBB in December 2004 under
the symbol "CTTM."

     Our shares have only traded on a sporadic basis and, accordingly,  there is
no history of reported trades in the public market.

     The  ability  of an  individual  shareholder  to trade  their  shares  in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to trade in that state.  Presently,  we have no plans to register our
securities in any  particular  state.  It is most likely that our shares will be
subject to the  provisions  of Section 15(g) and Rule 15g-9 of the Exchange Act,
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1)  incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

     The SEC generally  defines penny stock to be any equity security that has a
market  price  less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1  provides  that any equity  security  is  considered  to be a penny stock
unless that security is:

     *   registered  and  traded  on  a  national  securities  exchange  meeting
         specified criteria set by the SEC;
     *   authorized for quotation on The NASDAQ Stock Market;
     *   issued by a registered investment company;
     *   excluded from the  definition on the basis of price (at least $5.00 per
         share) or the issuer's net tangible assets; or
     *   exempted from the definition by the SEC.

     If our shares are deemed to be a penny stock, trading in the shares will be
subject to additional  sales practice  requirements on  broker-dealers  who sell
penny  stocks  to  persons  other  than  established  customers  and  accredited
investors,  generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a

                                      -11-
<PAGE>

risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in our common stock and may affect the ability of
shareholders to sell their shares.

     As of December  31, 2004 there were  approximately  99 holders of record of
our common  stock.  Because all of our  outstanding  shares of common stock were
issued  pursuant  to  exemptions  under the 1933  Act,  we have  considered  all
outstanding shares as restricted securities. Corporate records indicate that all
of the  issued and  outstanding  shares  were  issued  between  1971 and 2003 in
various,  isolated  transactions.  We have relied upon the exemption provided by
Section 4(2) of the 1933 Act in the private  issuance of shares.  To the best of
our  knowledge,  no private  placement  memorandum  was used in  relation to the
issuance of shares.

     Under Rule 144(k) of the 1933 Act, the requirements of paragraphs (c), (e),
(f),  and (h) of Rule 144 do not  apply to  restricted  securities  sold for the
account of a person who is not an affiliate of an issuer at the time of the sale
and has not been an affiliate  during the preceding  three months,  provided the
securities have been  beneficially  owned by the seller for a period of at least
two years  prior to their sale.  Thus of the total  outstanding  shares,  73,409
shares are considered freely tradeable  pursuant to Rule 144(k) and may be sold,
transferred or otherwise traded in the public market without restriction, unless
held by an affiliate  or  controlling  shareholder.  For purposes of this report
only, a controlling  shareholder is considered to be a person owning ten percent
(10%)  or more of our  total  outstanding  shares,  or is  otherwise  deemed  an
affiliate.  No individual person owning a portion of the 73,409 shares owns more
than five percent (5%) of the total outstanding shares.

     The remaining  4,917,633  shares are considered  restricted  securities and
presently held by four shareholders.  Of these restricted shares,  approximately
426,633 are presently  eligible for sale pursuant to the provisions of Rule 144,
subject to the volume and other limitations set forth under Rule 144.

     Under the provisions of Rule 144 of the Securities Act of 1933,  restricted
securities may be sold into the public market, subject to holding period, volume
and other  limitations  set forth under the Rule. In general,  under Rule 144 as
currently in effect,  a person (or persons whose shares are  aggregated) who has
beneficially owned restricted shares for at least one year, including any person
who may be deemed to be an "affiliate" (as the term "affiliate" is defined under
the Securities  Act), is entitled to sell,  within any  three-month  period,  an
amount of shares that does not exceed the greater of

     *   the average  weekly  trading  volume in the common  stock,  as reported
         through  the  automated  quotation  system of a  registered  securities
         association, during the four calendar weeks preceding such sale, or
     *   1% of the shares then outstanding.

     In order  for a  shareholder  to rely on Rule 144,  we must have  available
adequate  current public  information with respect to our business and financial
status.  A person  who is not  deemed to be an  "affiliate"  and has not been an
affiliate for the most recent three months,  and who has held restricted  shares
for at least two years would be  entitled to sell such shares  under Rule 144(k)
without regard to the various resale limitations of Rule 144.

                                      -12-
<PAGE>

Dividend Policy

     We have not declared or paid cash  dividends or made  distributions  in the
past on our  common  stock,  and we do not  anticipate  that we  will  pay  cash
dividends or make  distributions in the foreseeable  future. We currently intend
to retain and invest future earnings to finance operations.

Item 6.   Management's Discussion and Analysis or Plan of Operation

     The following  information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-KSB.

     We are considered a development stage company with no assets or capital and
with no material  operations or income.  The costs and expenses  associated with
the preparation and filing of this report and other reports and our registration
statement in 2002 have been paid for by advances  from  shareholders,  which are
evidenced on our financial statements as accounts payable-related parties. It is
anticipated  that we will require only nominal capital to maintain our corporate
viability and  necessary  funds will most likely be provided by our officers and
directors in the immediate future.  However, unless we are able to facilitate an
acquisition  of or  merger  with an  operating  business  or are able to  obtain
significant  outside financing,  there is substantial doubt about our ability to
continue as a going concern.

Results of Operations

     The Company has not  reported  any  revenues and incurred a loss of $16,279
during the year ended  December  31, 2004  compared  to a loss of  $176,026  for
fiscal year 2003. The 2003 loss was primarily  attributed to the  acquisition of
Cementitious  Material  Technologies,  Inc. in 2003 and subsequent rescission of
that transaction in April 2004 and includes legal, accounting and administrative
expenses associated with the transaction.

Liquidity and Capital Resources

     Expenses  incurred  during  2004 were paid by a  stockholder.  The  Company
expects to continue to rely on the  stockholder to pay its expenses,  because it
has no cash  reserves or sources of  revenues,  until such time that the Company
completes a merger with an existing,  operating  company.  There is no assurance
that the  Company  will  complete  such a merger  or that the  stockholder  will
continue indefinitely to pay its expenses.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the possible effects of inflation on the Company related to it business
and operations following a successful acquisition or merger.

Plan of Operation

     During  the next 12  months,  we will  actively  seek  out and  investigate
possible business  opportunities with the intent to acquire or merge with one or
more business  ventures.  In our search for business  opportunities,  management
will follow the procedures  outlined in Item 1 above.  Because we lack funds, it
may be necessary for our officers and directors to either advance funds to us or
to accrue expenses until such time as a successful business consolidation can be
made. Management intends to hold expenses to a minimum and to obtain services on
a  contingency  basis  when  possible.  Further,  our  directors  will defer any
compensation until such time as an acquisition or merger can be accomplished and


                                      -13-
<PAGE>

will  strive  to have  the  business  opportunity  provide  their  remuneration.
However,  if engage  outside  advisors or consultants in our search for business
opportunities,  it may be necessary for us to attempt to raise additional funds.
As of the  date  hereof,  we  have  not  made  any  arrangements  or  definitive
agreements to use outside  advisors or consultants  or to raise any capital.  In
the event we do need to raise capital,  most likely the only method available to
us would be the  private  sale of our  securities.  Because  of our  nature as a
development  stage  company,  it is unlikely that we could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There  can be no  assurance  that we  will  be able to  obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on acceptable terms.

     We do not  intend to use any  employees,  with the  possible  exception  of
part-time  clerical  assistance  on an  as-needed  basis.  Outside  advisors  or
consultants  will be used only if they can be obtained  for minimal cost or on a
deferred payment basis.  Management is confident that it will be able to operate
in this manner and to continue its search for business  opportunities during the
next twelve months.

Forward-Looking and Cautionary Statements

     This report on Form 10-KSB includes "forward-looking statements" within the
meaning of Section  27A of the  Securities  Act of 1933,  and Section 21E of the
Securities Exchange Act of 1934. These forward-looking  statements may relate to
such matters as anticipated financial performance,  future revenues or earnings,
business prospects,  projected ventures, new products and services,  anticipated
market  performance  and similar  matters.  When used in this report,  the words
"may,"  "will,"  expect,"  anticipate,"   "continue,"   "estimate,"   "project,"
"intend,"  and similar  expressions  are  intended  to identify  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 regarding events, conditions,
and financial  trends that may affect our future plans of  operations,  business
strategy,  operating results, and financial position.  We caution readers that a
variety of factors could cause our actual results to differ  materially from the
anticipated  results or other matters expressed in  forward-looking  statements.
These risks and uncertainties, many of which are beyond our control, include:

     *   the sufficiency of existing capital  resources and our ability to raise
         additional capital to fund cash requirements for future operations;
     *   uncertainties  involved  in the  rate of  growth  of our  business  and
         acceptance of our products and services;
     *   volatility  of the stock  market,  particularly  within the  technology
         sector; and
     *   general economic conditions.

Although  we  believe  the  expectations   reflected  in  these  forward-looking
statements are reasonable,  such  expectations  cannot guarantee future results,
levels of activity, performance or achievements.

Recent Accounting Pronouncements

     In January 2003, the Financial  Accounting Standards Board, or FASB, issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities,
which addresses the  consolidation of business  enterprises  (variable  interest
entities),  to  which  the  usual  condition  of  consolidation,  a  controlling
financial  interest,  does not apply.  FIN 46  requires  an entity to assess its
business  relationships to determine if they are variable interest entities.  As
defined  in FIN 46,  variable  interests  are  contractual,  ownership  or other
interests in an entity that change with changes in the entity's net asset value.
Variable  interests in an entity may arise from financial  instruments,  service
contracts,  guarantees,  leases or other arrangements with the variable interest

                                      -14-
<PAGE>

entity.  An entity that will absorb a majority of the variable interest entity's
expected  losses  or  expected  residual  returns,  as  defined  in FIN  46,  is
considered the primary  beneficiary of the variable interest entity. The primary
beneficiary must include the variable interest entity's assets,  liabilities and
results  of  operations  in its  consolidated  financial  statements.  FIN 46 is
immediately  effective for all variable  interest entities created after January
31,  2003.  For  variable  interest  entities  created  prior to this date,  the
provisions  of FIN 46 were  originally  required to be applied no later than our
first  quarter of Fiscal  2004.  On October 8, 2003,  the FASB issued FASB Staff
Position  (FSP)  FIN  46-6,  Effective  Date  of  FASB  Interpretation  No.  46,
Consolidation of Variable Interest Entities. The FSP provides a limited deferral
(until the end of our second  quarter of 2004) of the  effective  date of FIN 46
for certain  interests  of a public  entity in a variable  interest  entity or a
potential variable interest entity. We will continue to evaluate FIN 46, but due
to the complex nature of the analysis required by FIN 46, we have not determined
the impact on our consolidated results of operations or financial position.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
requires certain financial instruments that embody obligations of the issuer and
have  characteristics  of  both  liabilities  and  equity  to be  classified  as
liabilities.  We adopted this standard for financial instruments entered into or
modified  after  May 31,  2003.  The  adoption  of SFAS  No.  150 did not have a
material impact on our consolidated results of operations or financial position.

     In  November  2004,  the FASB issued  SFAS No.  151,  Inventory  Costs - an
amendment of ARB No. 43,  Chapter 4. This  Statement  amends the guidance in ARB
No. 43, Chapter 4,  "Inventory  Pricing," to clarify the accounting for abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage).  Paragraph  5 of ARB 43,  Chapter 4,  previously  stated that ". . .
under  some  circumstances,  items  such as  idle  facility  expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges.  . . ." This Statement  requires that those
items be recognized as  current-period  charges  regardless of whether they meet
the  criterion of "so  abnormal."  In addition,  this  Statement  requires  that
allocation of fixed production  overheads to the costs of conversion be based on
the normal  capacity of the production  facilities.  This statement is effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
Management  does not  believe  the  adoption  of this  Statement  will  have any
immediate material impact on the company.

     In December  2004,  the FASB issued SFAS  No.153,  Exchange of  Nonmonetary
Assets.  This  Statement  addresses the  measurement of exchanges of nonmonetary
assets.  The  guidance  in  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions,  is based on the principle that  exchanges of  nonmonetary  assets
should be measured based on the fair value of the assets exchanged. The guidance
in that Opinion,  however,  included certain exceptions to that principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges  of  nonmonetary  assets  that do not  have  commercial  substance.  A
nonmonetrary  exchange has commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the exchange.  This
Statement is effective for financial statements for fiscal years beginning after
June 15, 2005. Earlier  application is permitted for nonmonetary asset exchanges
incurred  during  fiscal  years  beginning  after the date of this  statement is
issued.  Management  believes the adoption of this Statement will have no impact
on the financial statements of the company.

     On December 16, 2004 the FASB issued SFAS No. 123(R),  Share-Based Payment,
which is an amendment to SFAS No. 123, Accounting for Stock-Based  Compensation.
This new standard eliminates the ability to account for share-based compensation
transactions   using  Accounting   Principles  Board  ("APB")  Opinion  No.  25,

                                      -15-
<PAGE>

Accounting  for  Stock  Issued  to  Employees,   and  generally   requires  such
transactions  to be  accounted  for  using  a  fair-value-based  method  and the
resulting  cost  recognized  in our financial  statements.  This new standard is
effective  for awards that are  granted,  modified or settled in cash in interim
and annual periods beginning after June 15, 2005. In addition, this new standard
will apply to unvested  options  granted  prior to the  effective  date. We will
adopt this new standard  effective  for the fourth fiscal  quarter of 2005,  and
have not yet  determined  what impact this  standard  will have on our financial
position or results of operations.

Item 7.   Financial Statements

     Financial  statements for the fiscal years ended December 31, 2004 and 2003
have been examined to the extent indicated in their reports by H J & Associates,
LLC,  independent  certified  public  accountants  and  have  been  prepared  in
accordance  with  generally  accepted  accounting  principles  and  pursuant  to
Regulation  S-B  as  promulgated  by  the  SEC.  The  aforementioned   financial
statements are included herein under starting with page F-1.


Item 8.   Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

     We have not had any  disagreements  with our certified  public  accountants
with respect to accounting practices or procedures of financial disclosures.

Item 8A.  Controls and Procedures

     As of the end of the period  covered  by this  report,  we  carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including  our chief  executive  officer  and chief  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934.  Based upon that evaluation,  our chief executive  officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  are  effective  to cause the  material  information  required  to be
disclosed  by us in the reports that we file or submit under the Exchange Act to
be  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.  There have been no significant  changes
in our internal  controls or in other factors which could  significantly  affect
internal controls subsequent to the date we carried out our evaluation.

Item 8B.  Other Information

     Not applicable.

                                    PART III

Item 9.   Directors,   Executive   Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act

     The  following  table sets forth the names,  ages,  and offices held by our
directors and executive officers:

          Name                       Age          Position
          ----                       ---          --------
         Edward F. Cowle              48        President, C.E.O. and Director
         Geoff Williams               34        Secretary and Director
         Jim Ruzicka                  59        Treasurer and Director
---------------------------

                                      -16-
<PAGE>

     All directors hold office until the next annual meeting of stockholders and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with respect to the election of directors.  We have not  compensated
our directors  for service on the board of directors or any  committee  thereof,
but directors are entitled to be reimbursed for expenses incurred for attendance
at meetings of the board and any  committee  of the board.  However,  due to our
lack of funds,  directors will defer their expenses and any  compensation  until
such time as we can  consummate a successful  acquisition  or merger.  As of the
date hereof, no director has accrued any expenses or compensation.  Officers are
appointed  annually  by the  board  and each  executive  officer  serves  at the
discretion of the board. We do not have any standing committees.

     None of our  directors  are  currently,  nor for the past three  years have
been, a director of a "shell" or "blank check" company or other corporation that
is actively pursuing acquisitions or mergers, except as set forth below in their
respective resumes.

     No  director,  officer,  affiliate  or promoter  has,  within the past five
years, filed any bankruptcy  petition,  been convicted in or been the subject of
any  pending  criminal  proceedings,  or is any such  person the  subject or any
order,  judgment,  or decree  involving  the  violation  of any state or federal
securities laws.

     Our present directors have other full-time  employment or sources of income
and will routinely  devote only such time to our business  necessary to maintain
our  viability.  It is estimated  that each  director  will devote less than ten
hours  per month to our  activities.  The  directors  will,  when the  situation
requires,  review potential  business  opportunities or actively  participate in
negotiations for a potential merger or acquisition on an as-needed-basis.

     Currently,  there is no  arrangement,  agreement or  understanding  between
management  and  non-  management   shareholders   under  which   non-management
shareholders  may  directly  or  indirectly  participate  in  or  influence  the
management of our affairs. Present management openly accepts and appreciates any
input or  suggestions  from  shareholders.  However,  the board of  directors is
elected by the shareholders  and the  shareholders  have the ultimate say in who
represents them on the board.  There are no agreements or understandings for any
officer or director  to resign at the request of another  person and none of the
current  offers  or  directors  are  acting  on  behalf  of,  or will act at the
direction of any other person.

     The business experience of each of the persons listed above during the past
five years is as follows:

     Edward F. Cowle.  Mr. Cowle was named  President of our company in February
2004. Mr. Cowle has been self employed in financial  public  relations from 1994
to the present, assisting public companies with financial and investment banking
activities.  From 2000 to December 2003, Mr. Cowle served as a director of Laser
Technology,  Inc., a public  company  listed on the American Stock Exchange that
designs,  manufactures  and markets of pulse  laser  measuring  instruments  and
systems. Mr. Cowle was a principal of LTI Acquisition Corp., a stockholder group
that took Laser  Technology  private in December  2003.  From 1992 to 1994,  Mr.
Cowle was a Senior Vice President --  Investments  with Paine Webber in New York
City and from 1991 to 1992, he was a Registered Representative with Bear Stearns
& Company,  also in New York City. Mr. Cowle graduated from Fairleigh  Dickinson
University  in  Madison,  New  Jersey  in 1978 with a B.A.  Degree  in  English,
American Studies.  Mr. Cowle also attended Vermont Law School in South Royalton,
Vermont  from  1978  to  1979.  Mr.  Cowle  is a  principal  stockholder  of LTI
Acquisition.

                                      -17-
<PAGE>

     Mr.  Cowle has been an  executive  officer and  director  of the  following
companies that may be deemed blank check companies:

     o   Big Flash  Corporation  (Chairman of the Board and  director  from July
         1999 to the present);
     o   Calypso Financial Services, Inc. (President and director from July 1999
         to the present);
     o   Eastgate  Acquisition  Corp.,  now known as Talavera's  Fine  Furniture
         (Secretary  and director from 1999 to 2001 and  President  from 2001 to
         the present); and
     o   Westgate  Acquisitions Corp.  (Secretary and director from 1999 to 2001
         and President from 2001 to the present).

     The current status of each of these companies is set forth below:
<TABLE>
<CAPTION>

<S>                                 <C>                      <C>
Name of Company                     Date of Registration      Status
---------------                     --------------------      ------

Big Flash Corporation               11-16-1999 (SB-2)         Active and current with SEC
                                    7-28-2000 (10-SB)         Seeking merger and/or acquisition

Calypso Financial Services, Inc.    11-17-1999 (SB-2)         Active and current with SEC
                                    7-31-2000 (10-SB)         Seeking merger and/or acquisition

Eastgate Acquisition Corp.          11-29-1999 (SB-2)         Not filing reports with SEC
                                                              Seeking merger and/or acquisition

Westgate Acquisitions Corp.         11-30-1999 (SB-2)         Not filing reports with SEC
                                                              Seeking merger and/or acquisition
</TABLE>
     Geoff Williams. Mr. Williams became a director and President of our company
in February 2000 and resigned those positions in February 2003. Subsequently, he
was  appointed as a director and  Secretary  in October  2004.  From 1994 to the
present, Mr. Williams has been a representative of Williams Investments Company,
a Salt Lake City,  Utah  financial  consulting  firm  involved  in  facilitating
mergers,  acquisitions,  business  consolidations  and financings.  Mr. Williams
attended the University of Utah and California Institute of the Arts.

     Mr.  Williams  has been an executive  officer and director  within the last
three  years of the  following  companies  that may also be deemed  blank  check
companies:

     o   Big  Flash  Corporation  (Secretary  and  director  from  1999  to  the
         present);
     o   Calypso Financial  Services,  Inc. (Secretary and director from 1999 to
         the present);
     o   Consolidated  Travel  Systems,  Inc.  (Director  since  August 1999 and
         President from February 2001 to the present);
     o   Eastgate  Acquisition  Corp.,  now known as Talavera's  Fine  Furniture
         (Secretary and director
         from 1999 to the present);
     o   Grant  Ventures,  Inc.  (Secretary  and director from July 2001 to July
         2004);
     o   Green Mt. Labs., Inc.,  (director since August 2002 and President since
         April 2004);
     o   RAKO Capital Corporation  (President and director from February 2001 to
         December 2002);
     o   Silver River  Ventures,  Inc.  (President and director since  September
         2004); and
     o   Westgate  Acquisitions  Corp.  (Secretary and director from 1999 to the
         present).
                                      -18-
<PAGE>

     The current status of each of these companies is set forth below:
<TABLE>
<CAPTION>
<S>                                     <C>                            <C>
Name of Company                         Date of Registration           Status
---------------                         --------------------           ------

Big Flash Corporation                   11-16-1999 (SB-2)              Active and current with SEC
                                        7-28-2000 (10-SB)              Seeking merger and/or acquisition

Calypso Financial Services, Inc.        11-17-1999 (SB-2)              Active and current with SEC
                                        7-31-2000 (10-SB)              Seeking merger and/or acquisition

Consolidated Travel Systems, Inc.       11-9-2001(10-SB)               Active and current with SEC
                                                                       Pending merger with Knobias Holdings,
                                                                            Inc.

Eastgate Acquisition Corp.              11-29-1999 (SB-2)              Not filing reports with SEC
                                                                       Seeking merger and/or acquisition

Talavera's Fine Furniture               None                           Inactive furniture company


Grant Ventures, Inc.                    12-20-2002 (10-SB)             Active and current with SEC
                                                                       Completed merger with Impact
                                                                       Diagnostics, Inc.  in July 2004

Green Mt. Labs., Inc.                   1-8-2004 (10-SB)               Active and current with SEC
                                                                       Seeking merger and/or acquisition

RAKO Capital Corporation                7-16-1998 (10-SB)              Currently delinquent in its periodic
                                                                       report filings with SEC
                                                                       Acquired Centra Industries, Inc. in
                                                                       January 2003 - currently an active
                                                                       telecommunications infrastructure
                                                                       company

Silver River Ventures, Inc.             12-13-2005 (10-SB)             Active and current with SEC
                                                                       Seeking merger and/or acquisition

Westgate Acquisitions Corp.             11-30-1999 (SB-2)              Not filing reports with SEC
                                                                       Seeking merger and/or acquisition
</TABLE>

     Jim  Ruzicka.  From May 2002 to the present,  he has been a consultant  and
general  manager  of  American  Natural  Technoloy  Sciences,  producer  of  the
Mitigator sting and bite treatment.  Mr. Ruzicka owned and operated from 1980 to
2001, Budget Lodging, a property  management company located in Park City, Utah.
From 1963 to 1980, Mr.  Ruzicka owned and operated a chain of seven  restaurants
in Chicago,  Illinois.  Also,  since 1978, he has sold real estate and owned and
managed several commercial buildings and apartments. Mr. Ruzicka attended Aurora
College in Aurora, Illinois.

     Mr.  Ruzicka has been an  executive  officer and  director  within the last
three  years of the  following  companies  that may also be deemed  blank  check
companies:

     o   Eagles Nest  Mining  Company,  n.k.a.  Nanoscience  Technologies,  Inc.
         (Secretary / Treasurer from October 2001 to March 2004);
     o   Green Mt. Labs.,  Inc.  (Secretary  and director from April 2004 to the
         present); and
     o   Silver River Ventures, Inc. (Treasurer and director since April 2004).

                                      -19-
<PAGE>

     The current status of each of these companies is set forth below:
<TABLE>
<CAPTION>
Name of Company                         Date of Registration           Status
---------------                         --------------------           ------
<S>                                     <C>                            <C>
Eagles Nest Mining Company              5-14-1999 (10-SB)              Active and current with SEC
(n.k.a. Nanoscience Technologies, Inc.)                                Entered into research and license
                                                                       agreement with New York University in
                                                                       September 2003 to develop certain
                                                                       technologies

Green Mt. Labs., Inc.                   1-8-2004 (10-SB)               Active and current with SEC
                                                                       Seeking merger and/or acquisition

Silver River Ventures, Inc.             12-13-2005 (10-SB)             Active and current with SEC
                                                                       Seeking merger and/or acquisition
</TABLE>

Item 10.  Executive Compensation

     We have not had a bonus, profit sharing, or deferred  compensation plan for
the benefit of employees,  officers or directors.  We have not paid any salaries
or other  compensation  to officers,  directors or employees for the years ended
December  31, 2004 and 2003.  Further,  we have not entered  into an  employment
agreement  with any of our officers,  directors or any other persons and no such
agreements  are  anticipated  in the immediate  future.  It is intended that our
directors  will  defer any  compensation  until such time as an  acquisition  or
merger can be  accomplished  and will  strive to have the  business  opportunity
provide  their  remuneration.  As of the date hereof,  no person has accrued any
compensation.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth  information,  to the best of our knowledge,
as of  November  15,  2004,  with  respect  to each  person  known  by us to own
beneficially more than 5% of the outstanding common stock, each director and all
directors and officers as a group.
<TABLE>
<CAPTION>

Name and Address                                       Amount and Nature of                 Percent
of Beneficial Owner                                    Beneficial Ownership                of Class(1)
--------------------                                   --------------------                -----------
<S>                                                           <C>                             <C>
Edward F. Cowle*                                              2,000,342                       40.1%
  6 East 45th Street, 10th Floor
  New York, NY 10017
Geoff Williams*                                                 547,350                         11.0%
  54 West 400 South, Suite 220
  Salt Lake City, UT 84101
James Ruzicka*                                                   25,875                           .5%
  c/o 54 West 400 South, Suite 220
  Salt Lake City, UT 84101
H. Deworth Williams                                           2,344,066(2)                      47.0%
  54 West 400 South, Suite 220
  Salt Lake City, UT 84101
All directors and officers                                    2,573,567                         51.6%
  a group (3 persons)
</TABLE>

      *  Director and/or executive officer

                                      -20-
<PAGE>

     Note:    Unless  otherwise  indicated in the footnotes  below, we have been
              advised  that each  person  above has sole  voting  power over the
              shares indicated above.

     (1) Based upon 4,991,042 shares of common stock outstanding on December 31,
         2004.
     (2) Includes  343,746 shares in the registered name of Williams  Investment
         Company, of which Mr. Williams is the principal owner.

Item 12.  Certain Relationships and Related Transactions

     There have been no material  transactions  during the past two fiscal years
between us and any officer,  director,  nominee for election as director, or any
shareholder owning greater than 5% of our outstanding  shares, nor any member of
the above referenced individuals' immediate family.

     Our  officers  and  directors  are  subject to the  doctrine  of  corporate
opportunities  only insofar as it applies to business  opportunities in which we
have indicated an interest, either through a proposed business plan or by way of
an express  statement of interest  contained in our  minutes.  If directors  are
presented with business  opportunities that may conflict with business interests
identified by us, such  opportunities must be promptly disclosed to the board of
directors  and made  available  to us. In the event  the board  shall  reject an
opportunity  so  presented  and  only  in that  event,  any of our  officers  or
directors may avail themselves of such an opportunity. Every effort will be made
to  resolve  any  conflicts  that may  arise in  favor  of us.  There  can be no
assurance, however, that these efforts will be successful.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities,  may be paid to persons instrumental in facilitating
the  transaction.  We have  not  established  any  criteria  or  limits  for the
determination  of a finder's fee,  although it is likely that an appropriate fee
will be based upon negotiations by us and the appropriate  business  opportunity
and the finder.  Such fees are estimated to be customarily  between 1% and 5% of
the size of the transaction,  based upon a sliding scale of the amount involved.
Management  cannot at this time make an  estimate  as to the type or amount of a
potential  finder's fee that might be paid,  but is expected to be comparable to
consideration normally paid in like transactions. It is unlikely that a finder's
fee will be paid to an affiliate  because of the potential  conflict of interest
that might result. Any such fee would have to be approved by the shareholders or
a disinterested  board of directors.  See Item 1 "Description of Business - Form
of Potential Acquisition or Merger" above.

Item 13.  Exhibits

Exhibit No.                     Exhibit Name
-----------                     ------------
  2.1(1)      Share  Exchange  Agreement  2.2(3)  Rescission   Agreement  3.1(2)
              Certificate of  Incorporation  and all  amendments  thereto 3.2(2)
              By-Laws
  4.1(2)      Instrument   defining   rights  of  holders  (See  Exhibit  3.1  -
              Certificate of Incorporation , Article 2)
 16.1(2)      Letter regarding change in certifying accountant
 31.1         Certification   of  C.E.O.   Pursuant   to  Section   302  of  the
              Sarbanes-Oxley Act of 2002
 31.2         Certification of Principal  Accounting Officer Pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002

                                      -21-
<PAGE>

 32.1         Certification  of C.E.O.  Pursuant to 18 U.S.C.  Section  1350, as
              Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2         Certification  of  Principal  Accounting  Officer  Pursuant  to 18
              U.S.C.  Section  1350,  as Adopted  Pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002
-------------------
     (1) Previously  filed  as  Exhibit  to Form  10-QSB  for the  period  ended
         September 30, 2003
     (2) Previously  filed as  Exhibit  to Form  10-SB  dated  July 3,  2001
     (3) Previously  filed as Exhibit to Form 10-KSB for the year ended December
         31, 2003 filed on November 22, 2004

Item 14.  Principal Accountants Fees and Services

     We do not  have an audit  committee  and as a result  our  entire  board of
directors performs the duties of an audit committee. Our board of directors will
approve in advance the scope and cost of the engagement of an auditor before the
auditor  renders audit and non-audit  services.  As a result,  we do not rely on
pre-approval policies and procedures.

     Audit Fees

     The aggregate fees billed by our  independent  auditors,  H J & Associates,
for  professional  services  rendered  for the  audit  of our  annual  financial
statements  included in our Annual  Report on Form  10-KSB for the fiscal  years
ended  December  31, 2004 and 2003,  and for the review of  quarterly  financial
statements  included in our  Quarterly  Reports on Form 10-QSB for the  quarters
ending April 30, June 30 and  September 30, 2004 were $4,500 for 2004 and $5,400
for 2003.

     Audit Related Fees

     For the fiscal years ended  December 31, 2004 and 2003,  there were no fees
billed for  assurance and related  services by H J & Associates  relating to the
performance  of the audit of our  financial  statements  which are not  reported
under the caption "Audit Fees" above.

     Tax Fees

     For the fiscal years ended  December 31, 2004 and 2003,  there were no fees
billed by H J & Associates for tax compliance, tax advice and tax planning.

     We do not use H J & Associates for financial  information system design and
implementation. These services, which include designing or implementing a system
that  aggregates  source data  underlying the financial  statements or generates
information  that is  significant  to our  financial  statements,  are  provided
internally or by other service  providers.  We do not engage H J & Associates to
provide compliance outsourcing services.

     The board of directors has  considered the nature and amount of fees billed
by H J & Associates  and believes that the provision of services for  activities
unrelated  to  the  audit  is  compatible  with  maintaining  H J &  Associates'
independence.

                                      -22-
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     Cementitious Materials, Inc.



                                      By:     /S/ EDWARD F. COWLE
                                         ---------------------------------------
                                              Edward F. Cowle
                                              President and C.E.O.

Dated:   March 30, 2005


             In  accordance  with the Exchange  Act, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

           Signature                     Title                        Date
           ---------                     -----                        ----


/S/ EDWARD F. COWLE             President, C.E.O. and            March 30, 2005
-----------------------------   Director
Edward F. Cowle




/S/ GEOFF WILLIAMS              Secretary and Director           March 30, 2005
-----------------------------   Principal Accounting Officer
         Geoff Williams



/S/   JIM RUZICKA               Director                         March 30, 2005
-----------------------------
         Jim Ruzicka


                                      -23-
<PAGE>






                          CEMENTITIOUS MATERIALS, INC.

                        (Formerly American Thorium, Inc.)

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 2004



                                       F-1

<PAGE>




                                 C O N T E N T S


Report of Independent Registered Public Accounting Firm .................. F-3

Balance Sheet ............................................................ F-4

Statements of Operations ................................................. F-5

Statements of Stockholders' Equity (Deficit) ............................. F-6

Statements of Cash Flows ................................................. F-9

Notes to the Financial Statements ....................................... F-10





                                       F-2

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Cementitious Materials, Inc.
(Formerly American Thorium, Inc.)
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Cementitious  Materials,  Inc.
(formerly American Thorium,  Inc.) (a development stage company), as of December
31,  2004,  and the  related  statements  of  operations,  stockholders'  equity
(deficit),  and cash flows for the years  ended  December  31, 2004 and 2003 and
from inception of the  development  stage on July 31, 1987 through  December 31,
2004.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Cementitious  Materials,  Inc.
(formerly  American Thorium,  Inc.) (a development stage company) as of December
31,  2004 and the  results  of its  operations  and its cash flows for the years
ended December 31, 2004 and 2003 and from inception of the development  stage on
July 31, 1987  through  December  31,  2004 in  conformity  with  United  States
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has sustained recent losses from operations,
has a deficit  in working  capital  and a  stockholders'  deficit.  This  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ HJ & Associates, LLC
------------------------------
Salt Lake City, Utah
March 28, 2005


                                       F-3

<PAGE>

                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                          (A Development Stage Company)
                                  Balance Sheet


                                     ASSETS
                                     ------

                                                                    December 31,
                                                                       2004
                                                                    ------------

CURRENT ASSETS

      Cash                                                           $    --
                                                                     ---------

             Total Current Assets                                         --
                                                                     ---------


             TOTAL ASSETS                                            $    --
                                                                     =========


                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

      Accounts payable and accrued expenses                        $    25,061
      Accrued interest - related party                                   4,069
      Payable - related-party                                           40,267
                                                                     ---------

             Total Current Liabilities                                  69,397
                                                                     ---------

             TOTAL LIABILITIES                                          69,397
                                                                     ---------

STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock; $0.001 par value; 12,500,000 shares
        authorized; 4,991,042 shares issued and outstanding              4,991
      Additional paid-in capital                                       356,924
      Deficit accumulated prior to the development stage              (151,800)
      Deficit accumulated during the development stage                (279,512)
                                                                     ---------

             Total Stockholders' Equity (Deficit)                      (69,397)
                                                                     ---------

             TOTAL LIABILITIES AND STOCKHOLDERS'
               EQUITY (DEFICIT)                                      $    --
                                                                     =========

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

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                          (A Development Stage Company)
                            Statements of Operations

                                                                          From Inception
                                                                        of the Development
                                                                         Stage on July 31,
                                                 For the Years Ended       1987 through
                                                    December 31,           December 31,
                                             -----------    -----------    -----------
                                                2004           2003            2004
                                             -----------    -----------    -----------
<S>                                          <C>            <C>            <C>
REVENUES                                     $      --      $      --      $      --

OPERATING EXPENSES

       General and administrative expenses        13,967        174,269        275,443
                                             -----------    -----------    -----------

             Total Operating Expenses             13,967        174,269        275,443
                                             -----------    -----------    -----------

OPERATING INCOME                                 (13,967)      (174,269)      (275,443)
                                             -----------    -----------    -----------

OTHER EXPENSES

       Interest expense                           (2,312)        (1,757)        (4,069)
                                             -----------    -----------    -----------

             Total Other Expenses                 (2,312)          --           (4,069)
                                             -----------    -----------    -----------

NET LOSS                                     $   (16,279)   $  (176,026)   $  (279,512)
                                             ===========    ===========    ===========

BASIC LOSS PER SHARE                         $     (0.00)   $     (0.02)
                                             ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                  4,991,042      9,054,784
                                             ===========    ===========
</TABLE>

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

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)


                                            Common Stock         Additional   Retained
                                       ----------------------     Paid-In     Earnings
                                         Shares      Amount       Capital     (Deficit)
                                       ---------    ---------    ---------    ---------
<S>                                        <C>      <C>          <C>          <C>
Balance at inception of the
  development stage on
  July 31, 1987                            6,352    $       6    $ 151,794    $(151,800)

Common stock issued for mining
  claims at predecessor cost of zero      14,478           15          (15)        --

Capital contributed to cover
  various operating expenses                --           --          2,425         --

Net loss from inception of the
  development stage on July 31, 1987
  through December 31, 1989                 --           --           --         (2,425)
                                       ---------    ---------    ---------    ---------

Balance, December 31, 1989                20,830           21      154,204     (154,225)

Contributed capital to cover
  various operating expenses                --           --          1,000         --

Net income for the year ended
  December 31, 1990                         --           --           --         (1,000)
                                       ---------    ---------    ---------    ---------

Balance, December 31, 1990                20,830           21      155,204     (155,225)

Common shares cancelled                   (8,326)          (8)           8         --

Common shares issued in the
  acquisition of Ocean Express
  Lines, Inc.                            143,750          143       57,357         --

Net loss for the period from
  January 1, 1991 through December
  31, 1998                                  --           --           --        (57,500)
                                       ---------    ---------    ---------    ---------

Balance, December 31, 1998               156,254          156      212,569     (212,725)

Common shares issued per court
  order at $0.0008 per share for
  conversion of debt                     343,746          344        9,656         --

Net loss for the year ended
  December 31, 1999                         --           --           --        (10,000)
                                       ---------    ---------    ---------    ---------

Balance, December 31, 1999               500,000    $     500    $ 222,225    $(222,725)
                                       ---------    ---------    ---------    ---------
</TABLE>

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

                                      F-6
<PAGE>

<TABLE>
<CAPTION>

                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)


                                            Common Stock         Additional   Retained
                                       ----------------------     Paid-In     Earnings
                                         Shares      Amount       Capital     (Deficit)
                                       ---------    ---------    ---------    ---------

<S>                                       <C>       <C>         <C>         <C>
Balance, December 31, 1999                500,000   $     500   $ 222,225   $(222,725)

Net income for the year ended
  December 31, 2000                          --          --          --        (3,377)
                                        ---------   ---------   ---------   ---------

Balance, December 31, 2000                500,000         500     222,225    (226,102)

Net income for the year ended
  December 31, 2001                          --          --          --        (4,063)
                                        ---------   ---------   ---------   ---------

Balance, December 31, 2001                500,000         500     222,225    (230,165)

Net loss for the year ended
  December 31, 2002                          --          --          --        (8,842)
                                        ---------   ---------   ---------   ---------

Balance, December 31, 2002                500,000         500     222,225    (239,007)

Fractional shares issued in
  connection with 1-for-10 reverse
  stock-split                                   5        --          --          --

Fractional shares issued in
  connection with 1-for-4 reverse
  stock-split                                  37        --          --          --

Common stock issued to officers
  and directors for services rendered   4,491,000       4,491     130,239        --

Contributed services                         --          --         1,660        --

Net loss for the year ended
  December 31, 2003                          --          --          --      (176,026)
                                        ---------   ---------   ---------   ---------

Balance, December 31, 2003              4,991,042   $   4,991   $ 354,124   $(415,033)
                                        =========   =========   =========   =========

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-7
<PAGE>

<TABLE>
<CAPTION>

                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)


                                            Common Stock         Additional   Retained
                                       ----------------------     Paid-In     Earnings
                                         Shares      Amount       Capital     (Deficit)
                                       ----------   ---------    ---------    ---------

<S>                                     <C>         <C>         <C>         <C>
Balance, December 31, 2003              4,991,042   $   4,991   $ 354,124  $(415,033)

Contributed Services                         --          --         2,800        --

Net loss for the year ended
  December 31, 2004                          --          --          --       (16,279)
                                       ----------   ---------    ---------    ---------
Balance, December 31, 2004              4,991,042   $   4,991   $ 356,924   $(431,312)
                                       ==========   =========    =========  ===========

Deficit accumulated prior to the development stage                          $(151,800)

Deficit accumulated during the development stage                             (279,512)
                                                                            ----------

Total accumulated defict                                                    $(431,312)
                                                                            =========
</TABLE>
   The accompanying notes are an integral part of these financial statements.


                                      F-8
<PAGE>

<TABLE>
<CAPTION>

                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                          (A Development Stage Company)
                             Statements of Cashflows
                                                                               From Inception
                                                                             of the Development
                                                                              Stage on July 31,
                                                     For the Years Ended        1987 through
                                                        December 31,            December 31,
                                                     -------------------         ---------
                                                      2004        2003             2004
                                                    ---------   ---------        ---------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                 <C>         <C>              <C>
     Net loss                                       $ (16,279)  $(176,026)       $(279,512)
     Adjustments to reconcile net loss to
       net cash used by operating activities:
            Common stock issued for services             --       134,730          134,730
            Services contributed by stockholders        2,800       1,660            4,460
            Loss on common stock issued
              for subsidiary                             --          --             57,500
     Changes in operating assets and liabilities:
            Increase (decrease)in accounts payable     (1,726)     26,835           40,031
            Increase in due to stockholder             15,205      12,801           39,366
                                                    ---------   ---------        ---------

                 Net Cash Used by Operating
                   Activities                            --          --             (3,425)
                                                    ---------   ---------        ---------


CASH FLOWS FROM INVESTING ACTIVITIES                     --          --               --
                                                    ---------   ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES

            Capital contributed by shareholders          --          --              3,425
                                                    ---------   ---------        ---------

                 Net Cash Provided by
                   Financing Activities                  --          --              3,425
                                                    ---------   ---------        ---------

            NET INCREASE IN CASH                         --          --               --

            CASH AT BEGINNING OF YEAR                    --          --               --
                                                    ---------   ---------        ---------

            CASH AT END OF PERIOD                   $    --     $    --          $    --
                                                    =========   =========        =========

SUPPLIMENTAL DISCLOSURES OF
     CASH FLOW INFORMATION

     CASH PAID FOR:

            Interest                                $    --     $    --          $    --
            Income Taxes                            $    --     $    --          $    --

     NON-CASH FINANCING ACTIVITIES

            Common stock issued for services        $    --     $ 134,730        $ 134,730
            Common stock issued in acquisition      $    --     $    --          $  57,500
            Common stock issued in conversion
              of debt                               $    --     $    --          $   1,000
            Services contributed by stockholders    $   2,800   $   1,660        $   4,460
</TABLE>

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


                                      F-9
<PAGE>
                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2004 and 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Business and Organization

         Ocean Express Lines,  Inc. ("the Company) was incorporated in the state
         of Idaho on May 6, 1971 under the name Hall Mt. Silver  Mines,  Inc. In
         June 1989, the Company  changed its corporate name to Network  Videotex
         Systems, Inc., and in November of 1989 changed its name again to Wessex
         International,  Inc. In May 1991,  the Company  acquired  Ocean Express
         Lines, Inc., a Florida Corporation  ("Florida") and changed its name to
         Ocean  Express  Lines,  Inc. In 1994 Florida was  dissolved,  and as of
         December 31, 2003 the Company had no investments in  subsidiaries.  The
         Company changed its corporate name to Cementitious  Materials,  Inc. in
         October of 2003.

         For a short time after its inception,  the Company's  primary operating
         focus was its mining  properties and claims.  In July 1987, the Company
         re-entered the development  stage.  The Company has been inactive since
         that time.

         In April 1991, the Company  entered int an agreement with Ocean Express
         Lines, Inc., a Florida  corporation,  with the intention of operating a
         shipping  operation  (see Note 2).  The  Company  was  unsuccessful  in
         obtaining the necessary  financing to pursue this business  opportunity
         and disposed of the assets and  operations of this company later in the
         same year.  Accordingly,  the Company remained in the development stage
         during this period.

         In March 2000 the Company  merged with Ocean  Express  Lines,  Inc.,  a
         Nevada corporation  ("Nevada").  Nevada issued 20,000,000 shares of its
         common stock to the shareholders of the Company in exchange for all the
         shareholders' common stock in the Company. The Company is the surviving
         entity for accounting purposes,  and Nevada is the surviving entity for
         legal  purposes.  Nevada was organized on February 18, 2000, and had no
         assets and no liabilities  at the time of the merger.  The sole purpose
         of this transaction was to change the Company's corporate domicile from
         Idaho to Nevada.

         b. Accounting Method

         The  Company's  financial  statements  are  prepared  using the accrual
         method of accounting. The Company has elected a December 31 year-end.

         c. Use of Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.

         d. Revenue Recognition

         The Company currently has not source of revenues.  Revenue  recognition
         policies will be formulated when principal operations begin.

                                      F-10
<PAGE>



                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2004 and 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         e. Basic Loss per Share

         The computation of basic loss per share of common stock is based on the
         weighted- average number of shares outstanding during the period.

                                                For the Years Ended
                                                    December 31,


                                                     2004         2003
                                                ------------   -----------

                      Loss (numerator)          $   (16,279)   $  (176,026)
                      Shares (denominator)        4,991,000      9,054,784
                                                -----------    -----------

                      Per share amount          $     (0.00)   $     (0.02)
                                                ============   ===========

         f. Income Taxes

         Deferred taxes are provided on a liability  method whereby deferred tax
         assets  are  recognized  for  deductible   temporary   differences  and
         operating   loss  and  tax  credit   carryforwards   and  deferred  tax
         liabilities are recognized for taxable temporary differences. Temporary
         differences  are  differences  between  reported  amounts of assets and
         liabilities  and their tax bases.  Deferred tax assets are reduced by a
         valuation  allowance  when,  in the opinion of  management,  it is more
         likely that some  portion or all of the deferred tax assets will not be
         realized.  Deferred  tax assets and  liabilities  are  adjusted for the
         effects of changes in tax laws and rates on the date of enactment.


         Net deferred tax  liabilities  consist of the  following as of December
         31, 2004 and 2003:

                                                     2004         2003
                                                ------------   -----------
         Deferred tax assets:
          NOL carryover                         $     42,900   $    38,500
          Accrued expenses                             1,600          --

         Deferred tax liabilities:                      --            --

         Valuation allowance                         (44,500)      (38,500)
                                                ------------   -----------
         Net deferred tax asset                 $       --     $      --
                                                ============   ===========

         The  income  tax  provision  differs  from the  amount  of  income  tax
         determined  by  applying  the U.S.  federal  income  tax rate to pretax
         income from continuing operations for the years ended December 31, 2004
         and 2003 due to the following:
                                                     2004         2003
                                                ------------   -----------

         Book income                            $     (6,350)  $   (16,105)
         State tax expense                               (39)          (39
         Contributed services                          1,092          --
         Valuation allowance                           5,297        16,144
                                                ------------   -----------
                                                $       --     $      --
                                                ============   ===========

                                      F-11

<PAGE>
                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         e. Income Taxes (Continued)

         At December 31, 2004, the Company had net operating loss  carryforwards
         of  approximately  $77,000 that may be offset  against  future  taxable
         income  from  the year  2004  through  2024.  No tax  benefit  has been
         reported in the December  31, 2004  consolidated  financial  statements
         since the potential  tax benefit is offset by a valuation  allowance of
         the same amount.

         Due to the change in ownership provisions of th Tax Reform Act of 1986,
         net  operating  loss  carryforwards  for Federal  income tax  reporting
         purposes  are  subject  to  annual  limitations.  Should  a  change  in
         ownership occur, net operating loss  carryforwards may be limited as to
         use in future years.

         f.  Newly  Issued  Accounting  Pronouncements

         During the year ended  December  31,  2004,  the  Company  adopted  the
         following accounting pronouncements:

         SFAS No.  123(R) -- In  December  2004,  the FASB  issued  SFAS No. 123
         (Revised 2004) (SFAS 123 (R)) "Share-based payment".  SFAS 123 (R) will
         require  compensation costs related to share-based payment transactions
         to be recognized in the financial statements.  With limited exceptions,
         the  amount  of  compensation  cost  will  be  measured  based  on  the
         grant-date fair value of the equity or liability instruments issued. In
         addition,  liability awards will be re-measured each reporting  period.
         Compensation  cost will be recognized  over the period that an employee
         provides service in exchange for the award.  FASB 123 (R) replaces FASB
         123, Accounting for Stock-Based  Compensation and supersedes APB option
         No. 25,  Accounting  for Stock Issued to  Employees.  This  guidance is
         effective  as of the first  interim or annual  reporting  period  after
         December 15, 2005 for Small Business filers.

         SFAS No. 150 -- In May 2003, the FASB issued SFAS No. 150,  "Accounting
         for  Certain  Financial   Instruments  with   Characteristics  of  both
         Liabilities  and Equity" which is effective  for financial  instruments
         entered into or modified after May 31, 2003, and is otherwise effective
         at the beginning of the first interim period  beginning  after June 15,
         2003. This Statement establishes standards for how an issuer classifies
         and measures in its statement of financial  position certain  financial
         instruments with  characteristics  of both  liabilities and equity.  It
         requires that an issuer classify a financial  instrument that is within
         its scope as a liability  (or an asset in some  circumstances)  because
         that  financial  instrument  embodies an obligation of the issuer.  The
         adoption  of SFAS  No.  150  did  not  have a  material  effect  on the
         financial statements of the Company.

         SFAS No. 151 -- In  November  2004,  the FASB issued SFAS No. 151 (SFAS
         151),  "Inventory  Costs".  SFAS 151 amends ARB No. 43, Chapter 4. This
         statement  clarifies  the  accounting  for  abnormal  amounts  of  idle
         facility  expense,   freight,   handling  costs,  and  wasted  material
         (spoilage).  SFAS 151 is the result of a broader effort by the FASB and
         the IASB to improve financial  reporting by eliminating  certain narrow
         differences between their existing accounting standards. This statement
         is effective for inventory costs incurred during fiscal years beginning
         after June 15, 2005.  The adoption of SFAS 151 will not have a material
         impact on the  results  of  operations  or  financial  position  of the
         company as it does not have inventory.

                                      F-12
<PAGE>
                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                          (A Development Stage Company)
                  Notes to the Financial Statements (Continued)
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         c. Newly Issued Accounting Pronouncements (Continued)

         SFAS No. 153 -- In  December  2004,  the FASB issued SFAS No. 153 (SFAS
         153) "Exchange of Non-monetary  assets". This statement was a result of
         a joint effort by the FASB and the IASB to improve financial  reporting
         by  eliminating  certain  narrow  differences  between  their  existing
         accounting  standards.  One such difference was the exception from fair
         value  measurement in APB Opinion No. 29,  Accounting for  Non-Monetary
         Transactions, for non- monetary exchanges of similar productive assets.
         SFAS 153 replaces this  exception  with a general  exception  from fair
         value measurement for exchanges of non-monetary assets that do not have
         commercial substance.  A non-monetary exchange has commercial substance
         if the  future  cash  flows  of  the  entity  are  expected  to  change
         significantly as a result of the exchange.  This statement is effective
         for non-monetary assets exchanges occurring in fiscal periods beginning
         after June 15, 2005.  The adoption of SFAS 153 will not have a material
         effect on the Company's financial position or results of operations.

         FASB  Interpretation No. 46(R) -- In January 2003, the FASB issued FASB
         Interpretation  No. 46 "Consolidation  of Variable Interest  Entities."
         FIN 46 provides  guidance on the  identification  of entities for which
         control is achieved  through  means other than through  voting  rights,
         variable  interest  entities,  and  how to  determine  when  and  which
         business  enterprises  should  consolidate  variable interest entities.
         This  interpretation  applies immediately to variable interest entities
         created  after January 31, 2003. It applies in the first fiscal year or
         interim  period  beginning  after June 15, 2003,  to variable  interest
         entities  in which an  enterprise  holds a  variable  interest  that it
         acquired before February 1, 2003. The adoption of FIN 46 did not have a
         material impact on the Company's financial statements.

NOTE 2 - GOING CONCERN

         The  Company's  financial  statements  are  prepared  using  accounting
         principles   generally   accepted  in  the  United  States  of  America
         applicable to a going concern which  contemplates  the  realization  of
         assets and liquidation of liabilities in the normal course of business.
         The  Company  has not yet  established  an ongoing  source of  revenues
         sufficient to cover its  operating  costs and allow it to continue as a
         going  concern.  The  ability  of the  Company to  continue  as a going
         concern is dependent on the Company obtaining  adequate capital to fund
         operating losses until it becomes profitable.  If the Company is unable
         to obtain adequate capital, it could be forced to cease operations.

         In order to continue as a going concern,  the Company will need,  among
         other  things,  additional  capital  resources.  Management's  plans to
         obtain such  resources for the Company  include (1)  obtaining  capital
         from  management  an  significant  shareholders  sufficient to meet its
         minimal operating expenses, and (2) seeking out and completing a merger
         with an existing operating company. However,  management cannot provide
         any assurances that the Company will be successful in accomplishing any
         of its plans.

         The ability of the Company to continue as a going  concern is dependent
         upon its ability to successfully  accomplish the plans described in the
         preceding  paragraph and  eventually  secure other sources of financing

                                      F-13
<PAGE>
                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                          (A Development Stage Company)
                  Notes to the Financial Statements (Continued)
                           December 31, 2004 and 2003


NOTE 2 - GOING CONCERN (Continued)

         and attain profitable operations. The accompanying financial statements
         do not include any  adjustments  that might be necessary if the Company
         is unable to continue as a going concern.

NOTE 3 - RELATED PARTY TRANSACTIONS

         During the years ended December 31, 2004 and 2003, the Company incurred
         various general and administrative expenses. As the company has not had
         the  wherewithal  to pay these  expenses,  the  Company has relied on a
         related  party to satisfy  its debts.  As of  December  31,  2004,  the
         Company had an obligation to the related party totaling  $40,266,  plus
         accrued interest of $4,069.

NOTE 4 - OTHER EVENTS

         Effective May 15, 2003 the Company  reverse-split  its shares of common
         stock in a one share for ten shares  basis.  The  financial  statements
         have been restated to reflect the reverse-split on a retroactive basis.

         On June 18, 2003 the Company's Board of Directors unanimously  approved
         and holders of a majority of the outstanding  common stock ratified the
         change of the Company's corporate name to American Thorium, Inc.

         Effective  October  17,  2003,  the  Compan  amended  its  Articles  of
         Incorporation,  changing its corporate name to Cementitious  Materials,
         Inc.  and  reducing  the  number  of  common  shares   authorized  from
         50,000,000 to  12,500,000  at $0.001 par value,  and reducing the total
         number of outstanding  shares on a one for four basis from 2,000,019 to
         500,042,  giving  effect to the rounding up of fractional  shares.  The
         accompanying  financial  statements  have been  restated to reflect the
         reverse-split on a retroactive basis.

         On  November  5,  2003,  the  Company  entered  into a  Share  Exchange
         Agreement ("the  Agreement") with Cementitious  Material  Technologies,
         Inc.  ("CMTI")  wherein the Company agreed to acquire all of the issued
         and outstanding  shares of CMTI in exchange for 4,947,000 shares of the
         Company's  common stock.  The Agreement also provided for an additional
         4,553,000  shares of the  Company's  common  stock to be issued to four
         individuals,  three  of whom  have  been  officers,  directors,  and/or
         shareholders  of the Company and one of whom was  associated  with CMTI
         and was to serve as the Company's new CEO and President. In March 2004,
         however,  the Agreement was  rescinded,  and the 4,947,000  shares were
         never issued and/or exchanged for Cementitious  common stock. The terms
         of the  Rescission  Agreement  further  mandated that  4,491,000 of the
         4,553,000 shares which were to be issued to related  individuals remain
         valid despite the rescission of the Share Exchange Agreement.

                                      F-14