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, 2003

[ ]      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[ ]

         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 October 30, 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......................           14

Item 7.           Financial Statements...........................................................           17

Item 8.           Changes in and Disagreements with Accountants on Accounting
                    and Financial Disclosure.....................................................           17

Item 8A.          Controls and Procedures........................................................           18

                                                     PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                     Compliance with Section 16(a) of the Exchange Act...........................           18

Item 10.          Executive Compensation.........................................................           21

Item 11.          Security Ownership of Certain Beneficial Owners and Management.................           22

Item 12.          Certain Relationships and Related Transactions.................................           22

Item 13.          Exhibits and Reports on Form 8-K...............................................           23

Item 14.          Principal Accountant Fees and Services.........................................           23

                  Signatures.....................................................................           25
</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  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."

     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 20,000,000  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 NQB Pink Sheet 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, 2003.  However,  on October 10,
2003, a majority of our shareholders  approve by written  consent,  in lieu of a
meeting of shareholders,  the proposal to amend our articles of incorporation to
change our corporate name to Cementitious  Materials,  Inc. A total of 1,374,983
shares,  or  approximately  69% of the then  outstanding  shares,  voted for the
amendment.

                                     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.  Our shares continue to be included on the
Pink Sheets.

     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.

                                      -12-
<PAGE>

     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
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 November  15, 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.

                                      -13-
<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.

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

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
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.

                                      -14-
<PAGE>
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
--------------------------------
     On August 16, 2001,  the Financial  Accounting  Standards  Board,  or FASB,
issued  Statement  of  Financial  Accounting  Standards  (SFAS)  SFAS  No.  143,
Accounting  for Asset  Retirement  Obligations,"  which is effective  for fiscal
years  beginning  after June 15, 2002. It requires that  obligations  associated
with the  retirement of a tangible  long-lived  asset be recorded as a liability
when those obligations are incurred,  with the amount of the liability initially
measured  at fair  value.  Upon  initially  recognizing  an  accrued  retirement
obligation, an entity must capitalize the cost by recognizing an increase in the
carrying  amount of the related  long-lived  asset.  Over time, the liability is
accreted  to its  present  value  each  period,  and  the  capitalized  cost  is
depreciated  over the useful life of the related asset.  Upon  settlement of the
liability,  an entity either settles the  obligation for its recorded  amount or
incurs a gain or loss upon settlement. Although management has not completed the
process of  determining  the  effect of this new  accounting  pronouncement,  it
currently expects that the effect of SFAS No. 143 on the consolidated  financial
statements, when it becomes effective, will not be significant.

     In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal  of Long-  Lived  Assets,  which  addresses  financial  accounting  and
reporting for the  impairment  or disposal of long- lived assets.  Although SFAS
144 supersedes SFAS 121, it retains many of the  fundamental  provisions of SFAS
121.  SFAS 144 also  supersedes  the  accounting  and  reporting  provisions  of
Accounting   Principles   Board  Opinion  No.  30,   Reporting-the   Results  of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the disposal of a segment of a business.  However, it retains the requirement in
APB 30 to report separately  discontinued  operations and extends that reporting
to a  component  of an  entity  that  either  has  been  disposed  of,  by sale,
abandonment,  or in a distribution to owners, or is classified as held for sale.
SFAS 144 is effective  for fiscal years  beginning  after  December 15, 2001 and
interim periods within those fiscal years.  Management  believes the adoption of
SFAS 144  will  not have a  significant  effect  on our  consolidated  financial
statements.
                                      -15-
<PAGE>
     In April  2002,  the FASB  issued  Statement  No. 145  "Rescission  of FASB
Statements No. 4, 44, and 62,  Amendment of FASB Statement No. 13, and Technical
Corrections"   (SFAS  145).   SFAS  145  will   require   gains  and  losses  on
extinguishments  of debt to be  classified  as income  or loss  from  continuing
operations  rather than as  extraordinary  Items as  previously  required  under
Statement  of  Financial  Accounting  Standards  No. 4 (SFAS  4).  Extraordinary
treatment  will be  required  for  certain  extinguishments  as  provided in APB
Opinion No. 30. SFAS 145 also amends Statement of Financial Accounting Standards
No. 13 to require certain  modifications to capital leases be treated as a sale-
leaseback and modifies the accounting for  sub-leases  when the original  lessee
remains a secondary obligor (or guarantor).  SFAS 145 is effective for financial
statements  issued  after May 15,  2002,  and with  respect to the impact of the
reporting  requirements  of changes  made to SFAS 4 for fiscal  years  beginning
after May 15, 2002.  The adoption of the  applicable  provisions of SFAS 145 did
not have an effect on our financial statements.

     In June 2002,  the FASB issued  Statement  No. 146,  "Accounting  for Costs
Associated with Exit or Disposal Activities." SFAS 146 nullifies Emerging Issues
Task  Force  Issue  No.  94-3  "Liability   Recognition  for  Certain   Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a  Restructuring)."  SFAS 146 applies to costs associated with
an exit  activity  that does not involve an entity newly  acquired in a business
combination  or with a  disposal  activity  covered  by SFAS  144.  SFAS  146 is
effective for exit or disposal  activities that are initiated after December 31,
2002, with earlier  application  encouraged.  Management is currently  reviewing
SFAS 146.

     In October 2002, the FASB issued Statement No. 147 "Acquisitions of Certain
Financial Institutions - an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation  No. 9" (SFAS 147).  SFAS 147 removes  acquisitions  of financial
institutions  from  the  scope of both  Statement  72 and  Interpretation  9 and
requires  that those  transactions  be  accounted  for in  accordance  with FASB
Statements  No. 141,  Business  Combinations,  and No. 142,  Goodwill  and Other
Intangible  Assets.  Thus,  the  requirement  in  paragraph 5 of Statement 72 to
recognize  (and  subsequently   amortize)  any  excess  of  the  fair  value  of
liabilities assumed over the fair value of tangible and identifiable  intangible
assets  acquired  as an  unidentifiable  intangible  asset no longer  applies to
acquisitions  within the scope of this  Statement.  In addition,  this Statement
amends FASB  Statement  No. 144,  Accounting  for the  Impairment or Disposal of
Long-Lived  Assets,  to  include  in its scope  long-term  customer-relationship
intangible   assets  of   financial   institutions   such  as   depositor-   and
borrower-relationship intangible assets and credit cardholder intangible assets.
Consequently,  those intangible assets are subject to the same undiscounted cash
flow  recoverability  test  and  impairment  loss  recognition  and  measurement
provisions that Statement 144 requires for other long-lived assets that are held
and used. SFAS 147 is effective October 1, 2002. Management does not expect that
the  adoption  of SFAS 147  will  have a  material  effect  on our  consolidated
financial statements.

      In  December  2002,  the  FASB  issued  SFAS  No.  148,   "Accounting  for
Stock-Based  Compensation  -- Transition and  Disclosure"(SFAS  148").  SFAS 148
amends SFAS No. 123 "Accounting for Stock-Based  Compensation"  ("SFAS 123"), to
provide  alternative  methods of transition  for a voluntary  change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  SFAS 148 amends the  disclosure  requirements  of SFAS 123 to require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method  used on  reported  results.  SFAS  148 is  effective  for  fiscal  years
beginning  after  December  15,  2002.  The interim  disclosure  provisions  are
effective for financial  reports  containing  financial  statements  for interim
periods  beginning after December 15, 2002.  Management is currently  evaluating
the effect that the adoption of SFAS 148 will have on our results of  operations
and financial condition.

                                      -16-
<PAGE>

     In  January  2003,  the 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  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 April 2003, the FASB issued SFAS No. 149,  Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded in other contracts,  and for hedging  activities under SFAS No. 133. In
particular, this Statement clarifies under what circumstances a contract with an
initial net  investment  meets the  characteristic  of a  derivative  and when a
derivative contains a financing component that warrants special reporting in the
statement of cash flows. We adopted this standard for contracts  entered into or
modified  after  June 30,  2003.  The  adoption  of SFAS No.  149 did not have a
material 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.

Item 7.       Financial Statements

     Financial  statements for the fiscal years ended December 31, 2003 and 2002
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.

                                      -17-
<PAGE>

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.

                                    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
---------------------------

     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.

                                      -18-
<PAGE>

     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.

     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>
Name of Company                         Date of Registration           Status
---------------                         --------------------           ------
<S>                                     <C>                            <C>
Big Flash Corporation                   11-16-1999 (SB-2)              Delinquent in filings with SEC
                                        7-28-2000 (10-SB)              Seeking merger and/or acquisition

Calypso Financial Services, Inc.        11-17-1999 (SB-2)              Delinquent in filings 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>

                                      -19-
<PAGE>
     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); and
    o    Westgate  Acquisitions  Corp.  (Secretary and director from 1999 to the
         present).

     The current status of each of these companies is set forth below:
<TABLE>
<CAPTION>
Name of Company                         Date of Registration           Status
---------------                         --------------------           ------
<S>                                     <C>                            <C>
Big Flash Corporation                   11-16-1999 (SB-2)              Delinquent in filings with SEC
                                        7-28-2000 (10-SB)              Seeking merger and/or acquisition

Calypso Financial Services, Inc.        11-17-1999 (SB-2)              Delinquent in filings 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
</TABLE>

                                      -20-
<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>                            <C>
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

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); and

    o    Green Mt. Labs.,  Inc.  (Secretary  and director from April 2004 to the
         present).
<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
</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, 2003 and 2002.  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.

                                      -21-
<PAGE>

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

     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 November 15,
     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.

                                      -22-
<PAGE>

     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 and Reports on Form 8-K

     (a) Exhibits

Exhibit No.                                        Exhibit Name
-----------                                        ------------

  2.1(1)      Share Exchange Agreement

  2.2         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

 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

         (b) No  report on Form 8-K was  during  the three  month  period  ended
December 31, 2003.

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.

                                      -23-
<PAGE>

     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, 2003 and 2002,  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, 2003 were $6,802.

     Audit Related Fees
     ------------------

     For the fiscal years ended  December 31, 2003 and 2002,  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, 2003 and 2002,  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.


                                      -24-
<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:   November 22, 2004


             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.
<TABLE>
<CAPTION>

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



<S>                                        <C>                              <C>
/S/ EDWARD F. COWLE                        President, C.E.O. and            November 22, 2004
--------------------------------------     Director
         Edward F. Cowle




/S/ GEOFF WILLIAMS                         Secretary and Director           November 22, 2004
--------------------------------------     Principal Accounting Officer
         Geoff Williams



/S/   JIM RUZICKA                          Director                         November 22, 2004
--------------------------------------
         Jim Ruzicka
</TABLE>


                                      -25-
<PAGE>




                          CEMENTITIOUS MATERIALS, INC.

                           (FKA AMERICAN THORIUM, INC)

                         (FKA OCEAN EXPRESS LINES, INC.)

                              FINANCIAL STATEMENTS

                           December 31, 2003 AND 2002



                                       F-1

<PAGE>








<TABLE>
<CAPTION>


                                                 TABLE OF CONTENTS


<S>                                                                                                               <C>
Report of Independent Registered Accounting Firm .............................................................. F-3

Balance Sheet as of December 31, 2003.......................................................................... F-4

Statements of Operations for the years ended December 31 2003 and 2002 and
  from inception on July 31, 1987 through December 31, 2003 ................................................... F-5

Statements of Stockholders Equity (Deficit) from inception on July 31, 1987
  through December 31, 2003 ................................................................................... F-6

Statements of Cash Flows for the years ended December 31 2003 and 2002 and
  from inception on July 31, 1987 through December 31, 2003.................................................... F-7

Notes to the Financial Statements ............................................................................. F-9
</TABLE>



                                                        F-2

<PAGE>

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Cementitious Materials, Inc.
(Formerly American Thorium, Inc.)
(Formerly Ocean Express Lines, Inc.)
(A Development Stage Company)
Salt Lake City, UT

We have audited the accompanying balance sheet of Cementitious  Materials,  Inc.
(formerly  American  Thorium,  Inc.)  (formerly  Ocean Express  Lines,  Inc.) (a
development  stage company) as of December 31, 2003, and the related  statements
of operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 2003 and 2002, and from inception on July 31, 1987 through December
31, 2003.  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 the auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit 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.)  (formerly  Ocean Express  Lines,  Inc.) (a
development  stage  company) as of  December  31,  2003,  and the results of its
operations and its cash flows for the years ended December 31, 2003 and 2002 and
from  inception on July 31, 1987 through  December 31, 2003 in  conformity  with
accounting principles generally accepted in the United States of America.

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  suffered  recurring  losses and has a
significant  working  capital  deficit as of December 31, 2003.  Together  these
factors  raise  substantial  doubt  about its  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
October 15, 2004


                                      F-3
<PAGE>

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


                                     ASSETS
                                     ------

                                                                    December 31,
                                                                       2003
                                                                    ------------

CURRENT ASSETS

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

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


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


                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

      Accounts payable                                               $  31,757
      Payable - related-party                                           24,161
                                                                     ---------

             Total Current Liabilities                                  55,918
                                                                     ---------

             TOTAL LIABILITIES                                          55,918
                                                                     ---------

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                                       354,124
      Deficit accumulated prior to the development stage              (151,800)
      Deficit accumulated during the development stage                (263,233)
                                                                     ---------

             Total Stockholders' Equity (Deficit)                      (55,918)
                                                                     ---------

             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,
                                             -----------    -----------    -----------
                                                2003           2002            2003
                                             -----------    -----------    -----------
<S>                                          <C>            <C>            <C>
REVENUES                                     $      --      $      --      $      --

OPERATING EXPENSES

       General and administrative expenses       174,269          8,842        261,476
                                             -----------    -----------    -----------

             Total Operating Expenses            174,269          8,842        261,476
                                             -----------    -----------    -----------

OPERATING INCOME                                (174,269)        (8,842)      (261,476)
                                             -----------    -----------    -----------

OTHER EXPENSES

       Interest expense                           (1,757)          --           (1,757)
                                             -----------    -----------    -----------

             Total Other Expenses                 (1,757)          --           (1,757)
                                             -----------    -----------    -----------

NET LOSS                                     $  (176,026)   $    (8,842)   $  (263,233)
                                             -----------    -----------    -----------

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

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                  9,054,784        500,042
                                             ===========    ===========
</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   $ 223,885   $(415,033)
                                        =========   =========   =========   =========


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

Deficit accumulated during the development stage                             (263,233)
                                                                            ----------

Total accumulated defict                                                    $(415,033)
                                                                            =========
</TABLE>

                                      F-7
<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,
                                                     -------------------         ---------
                                                      2003        2002             2003
                                                    ---------   ---------        ---------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                 <C>         <C>              <C>
     Net loss                                       $(176,026)  $  (8,842)       $(263,233)
     Adjustments to reconcile net loss to
       net cash used by operating activities:
            Loss on common stock issued
              for subsidiary                             --          --             57,500
            Contributed services                        1,660        --              1,660
            Common stock issued for services          134,730        --            134,730
     Changes in operating assets and liabilities:
            Increase in accounts payable               26,835       1,922           41,757
            Increase in payable - related party        12,801       6,920           24,161
                                                    ---------   ---------        ---------

                 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 in acquisition      $    --     $    --          $  57,500
            Common stock issued in conversion
              of debt                               $    --     $    --          $   1,000
            Common stock issued for services        $ 134,730   $    --          $ 134,730
            Contributed services                    $   1,660   $    --          $   1,660
</TABLE>

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


                                      F-8
<PAGE>


                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002


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  into 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-9
<PAGE>

                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                  Notes to the Financial Statements (Continued)
                           December 31, 2003 and 2002


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,
                                                2003          2002
                                              ---------    ---------

                       Loss (numerator)       $(176,026)   $  (8,842)
                       Shares (denominator)   9,054,784      500,042
                                              ---------    ---------

                       Per share amount       $   (0.02)   $   (0.08)
                                              =========    =========

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
          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,  2003 and 2002,  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,
          2003,  the Company had an  obligation  to the related  party  totaling
          $24,161.

                                      F-10
<PAGE>

                          CEMENTITIOUS MATERIALS, INC.
                          (FKA American Thorium, Inc.)
                         (FKA Ocean Express Lines, Inc.)
                  Notes to the Financial Statements (Continued)
                           December 31, 2003 and 2002


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 Company  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-11