##### Table of Contents





FORM 10-K
  x
  For the fiscal year ended
    December 31, 2009
  o
  
  001-32440
 READY MIX, INC.
   Nevada(State or other jurisdiction of
    incorporation or organization)

86-0830443(I.R.S. Employer Identification No.)4602 East Thomas Road, Phoenix, AZ(Address of principal executive offices)

85018(Zip Code)   Registrants telephone number, including area code:
    (602) 957-2722
      Title of each class:

Name of exchange on which
    registered :Common stock, $.001 par value

NYSE Alternext US   o x
  o x
   x o
   o x
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer x
    Smaller
    reporting
    company o   Rule 12b-2 o x
      On
    March 22, 2010, there were 3,809,500 shares of common
    stock outstanding.
  DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K, Form 10-K




---



##### 





READY
    MIX, INC.
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE YEAR ENDED DECEMBER 31, 2009
    TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


10Item 1B.


Unresolved Staff Comments


20Item 2.


Properties


20Item 3.


Legal Proceedings


20Item 4.


Submission of Matters to a Vote of Security
    Holders


20PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


21Item 6.


Selected Financial Data


23Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


33Item 8.


Financial Statements and Supplementary Data


33Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


61Item 9A(T)


Controls and Procedures


61Item 9B.


Other Information


61PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


61Item 11.


Executive Compensation


61Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


62Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


62Item 14.


Principal Accountant Fees and Services


62PART IVItem 15.


Exhibits and Financial Statement Schedules


62EX-23.1EX-31.1EX-31.2EX-32   i




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Special
    Note Regarding Forward Looking Statements
  Form 10-K Form 10-K
  Form 10-K.
  Form 10-K Form 10-K.
 PART I  Item 1.
    Business  General
   1




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##### Table of Contents



on-site
        December 31*,2009


2008


2007Commercial and industrial construction


32%



33%



31%Residential construction


26%



41%



53%Street and highway construction and paving


22%



12%



8%Other public works and infrastructure construction


20%



14%



8%100%



100%



100%     Business
    Strategy
    
    closely monitor the demand at each of our existing seven batch
    plant facilities and two aggregate production facilities and
    evaluate the cost-effectiveness and timing of their operating
    hours;
    manage our fixed asset base to minimize ongoing fixed costs
    while maintaining sufficient capacity to meet the demands of our
    customers and remain adequately prepared for an expected rebound
    in our market conditions;
    improve the oversight of our customer accounts and credit
    practices;
    seek to obtain cost savings through minimizing overtime, seeking
    optimum pricing of raw materials purchased from third parties,
    re-negotiating minimum royalty levels at certain leased
    properties, maintaining staff count at appropriate levels,
    eliminating or reducing costs in numerous areas of our
    operations;
    improve our competitiveness in certain market
    segments  particularly the public infrastructure
    segment; and 2




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
    increase market intelligence and awareness to be sensitive to
    potential opportunities that may result from the strengths or
    weaknesses of competitors in our market, including attractive
    divestiture or acquisition opportunities.    Overview
    Item 8-
  Recent
    Developments
    Form 8-K,
   3




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Form 8-K
    Products
    and Services
  Ready-mix
    Concrete
     4




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
    production of new formulations and alternative product
    recommendations that reduce labor and materials costs;
    quality control, through automated production and testing, that
    provides more consistent results and minimizes the need to
    correct completed work; and
    scheduling and tracking systems that allow timely delivery and
    reduce the downtime incurred by the customers finishing
    crew.    
    increase resistance to deterioration in extreme weather
    conditions;
    retard the hardening process to make concrete more workable in
    hot weather;
    strengthen concrete by reducing its water content;
    accelerate the hardening process and reduce the time required
    for curing; and
    facilitate the placement of concrete having low water content.    Operations
      
    capital availability;
    production consistency requirements; and
    daily production capacity requirements.       5




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
    the dispatch office coordinates the timing and delivery of the
    concrete to the job site;
    an operator supervises and coordinates the receipt of the
    necessary raw materials;
    a batch operator prepares the specified mixture from the order
    and oversees the loading of the mixer truck with dry ingredients
    and water; and
    the driver of the mixer truck delivers the load to the job site,
    discharges the load and, after washing the truck, departs at the
    direction of the dispatch office.    
    loading concrete;
    en route to a particular job site;
    on the job site;
    unloading on the jobsite;
    washing out on jobsite; or
    en route to a particular plant.      
    maintenance personnel who perform routine maintenance work
    throughout our plants;
    drivers who transport raw materials from the mine or terminal to
    the plant;
    mechanics who perform substantially all the maintenance and
    repair work on our vehicles;
    quality control staff who prepare mixtures for particular job
    specifications;
    various clerical personnel who are responsible for our
    day-to-day
    operations; and
    sales personnel who are responsible for identifying potential
    customers and maintaining existing customer relationships.    Cement
    and Raw Materials
   6




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Customers
      Competition
     7




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Training
    and Safety
    Sales and
    Marketing
      Seasonality
    Insurance
      Equipment
   8




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Government
    Regulation
    
    zoning;
    street and highway usage;
    US Department of Transportation;
    noise levels; and
    health, safety and environmental matters.          Employees
   9




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Website
    Access
  Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors    Risks
    Related to Our Business
  Our
    independent auditors have expressed a reservation that we can
    continue as a going concern.
    We may
    file for bankruptcy protection, or an involuntary petition for
    bankruptcy may be filed against us.
    If we
    file for bankruptcy protection, our business and operations will
    be subject to certain risks.
    
    Our suppliers may attempt to cancel our contracts or restrict
    ordinary credit terms, require financial assurances of
    performance or refrain entirely from doing business with us;
    Our employees may become distracted from performance of their
    duties or more easily attracted to other career opportunities;
    The coordination of a bankruptcy filing and operating under
    protection of the bankruptcy court would involve significant
    costs, including expenses of legal counsel and other
    professional advisors;
    We may have difficulty continuing to obtain and maintain
    contracts necessary to continue our operations and at affordable
    rates with competitive terms;
    We may have difficulty maintaining existing and building new
    relationships; 10




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
    Transactions outside the ordinary course of business would be
    subject to the prior approval of the Bankruptcy Court, which may
    limit our ability to respond timely to certain events or take
    advantage of certain opportunities;
    We may not be able to obtain court approval or such approval may
    be delayed with respect to motions made in the bankruptcy
    proceedings;
    We may be unable to retain and motivate key executives and
    associates through the process of a Chapter 11
    reorganization, and we may have difficulty attracting new
    employees;
    There can be no assurance as to our ability to maintain or
    obtain sufficient financing sources for operations or to fund
    any reorganization plan and meet future obligations;
    There can be no assurance that we will be able to successfully
    develop, confirm and consummate one or more plans of
    reorganization that are acceptable to the bankruptcy court and
    our creditors, and other parties in interest; and
    The value of our common stock could be affected as a result of a
    bankruptcy filing.    Our
    success in meeting our obligations and obtaining waivers of
    covenant violations from our lenders in the next twelve months
    relies in large part, upon whether our business continues to
    experience significant declines in revenue. If we continue to
    experience similar significant declines in revenue, our ability
    to obtain waivers of covenant violations may be unsuccessful and
    we may be unable to meet our payment obligations, especially if
    payment requirements are accelerated by our lenders.
    
    Our customers confidence in our ability to serve their
    needs and our ability to continue to attract customers,
    particularly for new upcoming projects;
    The financial viability of our suppliers and our ability to
    purchase concrete materials from our key suppliers at
    competitive prices;
    Our ability to manage our batch plants and aggregate pit
    production facilities as needed to manage production volume with
    the least amount of cost and to complete other planned asset
    sales;
    Our ability to obtain adequate backlog to offset continued
    revenue declines and our ability to execute on backlog at
    improved margins;
    The overall strength and stability of general economic
    conditions and of the ready-mix concrete industry, in the
    Phoenix, Arizona and Las Vegas, Nevada metropolitan areas.  Inadequate
    liquidity could materially adversely affect our business
    operations in the future and threaten our ability to continue as
    a going concern.
   11




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We are
    not in compliance with certain covenants in of our credit
    agreements with our lenders.
    We are
    currently losing money, may need additional financing, and may
    not be able to obtain it on favorable terms or at all.
    We are
    and will continue to be subject to conflicts of interest
    resulting from Meadow Valley Parent Corp.s control of us,
    and we do not have any procedures in place to resolve such
    conflicts.
    We are at
    risk of a change in control of ownership.
   12




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At any
    given time, one or a limited number of customers may account for
    a large percentage of our revenue, which means that we face a
    greater risk of loss of revenue and a reduction in our
    profitability if we lose a major customer or if a major customer
    faces financial difficulties.
    We may
    not meet our minimum purchase agreement obligations.
    We may
    lose business to competitors who underbid us or who have greater
    resources to supply larger jobs than we have, and we may be
    otherwise unable to compete favorably in our highly competitive
    industry.
    We depend
    on third parties for cement, fly ash, aggregates and other
    supplies essential to operate our business. The loss of any such
    suppliers could impact our ability to provide concrete to, or
    otherwise service our customers, as well as our ability to
    retain and attract customers.
   13




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Our
    operating results may vary significantly from reporting period
    to reporting period and may be adversely affected by the
    cyclical nature of the ready-mix concrete markets we serve,
    causing significant reductions in our revenue.
    
    the level of residential and commercial construction in Nevada
    and Arizona;
    the availability of funds for public or infrastructure
    construction from local, state and federal sources;
    changes in interest rates;
    availability of credit;
    variations in the margins of jobs performed during any
    particular quarter; and
    the budgetary spending patterns of our customers.    Our
    business is seasonal, causing quarterly variations in our
    revenue and earnings, which in turn could negatively affect our
    stock price.
    Governmental
    regulations covering the ready-mix concrete industry, including
    environmental regulations, may result in increases in our
    operating costs and capital expenditures and decreases in our
    earnings.
    
    zoning regulations affecting plant locations;
    restrictions on street and highway usage;
    US Department of Transportation regulations;
    limitations on noise levels; and
    regulation of health, safety and environmental matters.   14




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There are
    special risks related to our operating and internal growth
    strategies that could adversely affect our operating practices
    and overall profitability.
  day-to-day
  
    attract new customers and retain existing customers;
    differentiate our company in a competitive market by
    successfully emphasizing the quality of our products and our
    service;
    hire and retain mixer truck drivers and other specialized
    employees; and
    place orders for new equipment on a timely basis to meet
    production needs.  The
    departure of key personnel could disrupt our business and limit
    our growth, as this growth requires the hiring of new local
    senior managers and executive officers.
    If some
    or all of our employees unionize, it could result in increases
    in our operating costs, disruptions in our business and
    decreases in our earnings.
    Our
    operations are subject to special hazards that may cause
    personal injury or property damage, subjecting us to liabilities
    and possible losses which may not be covered by
    insurance.
   15




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We may
    incur material costs and losses as a result of claims that our
    products do not meet regulatory requirements or contractual
    specifications.
    Our
    revenue attributable to public works projects could be
    negatively impacted by a decrease or delay in governmental
    spending.
    Meadow
    Valley Parent Corp. beneficially owns a significant number of
    shares of our common stock which will have an impact on all
    major decisions on which our shareholders may vote and which may
    discourage an acquisition of the Company.
    
    election of our directors;
    the amendment of our organizational documents;
    the merger of our company or the sale of our assets or other
    corporate transactions; and
    controlling the outcome of any other matter submitted to the
    security holders for vote.    The
    application of the penny stock rules could adversely
    affect the market price of our common stock and increase your
    transaction costs to sell those shares.
    We do not
    intend to pay dividends on our common stock.
   16




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Failure
    to maintain adequate general liability, commercial and product
    liability insurance could subject us to adverse financial
    results.
  and/or
  If we
    fail to implement effective internal controls required by the
    Sarbanes-Oxley Act of 2002, to remedy any material weaknesses in
    our internal controls that we may identify or to obtain the
    attestation required by Section 404 of the Sarbanes-Oxley
    Act of 2002, such failure could result in material misstatements
    in our financial statements, cause investors to lose confidence
    in our reported financial information and have a negative effect
    on the trading price of our common stock.
      Our
    articles of incorporation and bylaws contain provisions that
    could delay or prevent a change in control even if the change in
    control would be beneficial to our shareholders.
    
    Authorize the issuance of preferred stock that can be created
    and issued by the board of directors without prior shareholder
    approval and deter or prevent a takeover attempt; and
    Do not allow cumulative voting in the election of directors,
    which would otherwise allow less than a majority of shareholders
    to elect director candidates.  Risks
    Related to the Asset Sale
  Except
    for Parent, our current stockholders have no opportunity to
    approve or disapprove the Asset Sale.
    If the
    closing of the Asset Sale does not occur, we will not benefit
    from the expenses we have incurred in the pursuit of the Asset
    Sale.
   17




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If the
    Asset Sale is not completed, we may have to revise our business
    strategy.
    Termination
    of the Purchase Agreement could negatively impact the
    Company.
    If the
    Asset Sale is not consummated by April 30, 2010, either
    Skanon or the Company may choose not to proceed with the Asset
    Sale.
    The
    Purchase Agreement limits the Companys ability to pursue
    alternatives to the Asset Sale.
    The
    opinion obtained by the Company from its financial advisor will
    not reflect changes in circumstances between signing the
    Purchase Agreement and completion of the Asset Sale.
  Form 10-K
 18




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The
    Company will be subject to business uncertainties and
    contractual restrictions while the Asset Sale is
    pending.
    Following
    the announcement of the Asset Sale, legal proceedings may be
    instituted against the Company challenging the Asset Sale, and
    an adverse ruling in such legal proceedings may prevent the
    Asset Sale from closing.
  agreed-upon
  The
    Company may not have adequate liquidity to maintain its
    operations while the Asset Sale is pending.
    The
    Company cannot be certain of the exact amount of the Purchase
    Price as it is subject to downward adjustment under specified
    circumstances described in the Purchase Agreement.
    The
    completion of the Asset Sale is subject to the satisfaction or
    waiver of conditions.
   19




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##### Table of Contents



Parent
    may elect to terminate the Voting Agreement.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Approximate

ApproximateBuilding Size in

Land

Owned or

Monthly

LeaseLocation

Purpose

Square Feet

in Acres

Leased

Rental

Expires3430 East Flamingo Suite 100,
    Las Vegas, Nevada

Area office

5,700

-

Leased

$9,738

3/31/20104602 East Thomas Road
    Phoenix, Arizona

Area office

18,400

2

Owned

-

-109 West Delhi,
    North Las Vegas, Nevada

Ready mix
    production facility

4,470

5

Owned

-

-11500 West Beardsley Road,
    Sun City, Arizona (1)

Ready mix
    production facility

440

4

Leased

-

5/31/201039245 North Schnepf Road,
    Queen Creek, Arizona

Ready mix
    production facility

440

5

Owned

-

-6501 Richmar Ave.,
    Las Vegas, Nevada

Ready mix
    production facility

440

5

Owned

-

-1855 South Dude Drive,
    Moapa, Nevada (1)

Sand and aggregate
    production facility

840

40

Leased

-

1/1/20191855 South Dude Drive,
    Moapa, Nevada (1)

Ready mix
    production facility

440

-

Leased

-

1/1/201910423 South Apache Road,
    Buckeye, Arizona (1)

Ready mix
    production facility

240

4

Leased

-

4/5/201515500 Ready Mix Road
    Las Vegas, Nevada (1)

Sand and aggregate
    production facility

-

40

Leased

-

4/30/201015500 Ready Mix Road
    Las Vegas, Nevada (1)

Ready mix
    production facility

440

-

Leased

-

4/30/2010     (1)
    Our facility rent is included in the cost of the material which
    we purchase from the lessors.    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   20




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    2009 *


2008 *High


Low


High


LowFirst quarter

$
3.08


$
1.25


$
6.66


$
5.11Second quarter

$
4.04


$
2.36


$
6.22


$
4.76Third quarter

$
4.41


$
3.12


$
5.40


$
3.40Fourth quarter

$
3.55


$
2.50


$
3.75


$
1.10   *
    The quarterly highs and lows are based on daily market closing
    prices during each respective period.      Ready Mix, Inc.Equity Compensation Plan InformationNumber of securitiesremaining availableNumber of securities



for future issuanceto be issued upon

Weighted-average

under equityexercise of

exercise price of

compensation plansoutstanding options,

outstanding options,

(excluding securitiesPlan category

warrants and rights

warrants and rights

reflected in column (a))(a)

(b)

(c)Equity compensation plans approved by security
    holders (1)(2)

550,375

$  7.67

122,625Equity compensation plans not approved by security holders

-



-Total

550,375



122,625   (1)
    Includes 550,375 options to purchase shares of common stock
    issued to our employees, directors and consultants from our 2005
    Plan.(2)
    Not included above is an individual compensation agreement for
    116,250 warrants to purchase shares of common stock issued to
    our underwriters as a portion of their compensation in
    connection with our initial public offering.     21




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52-month
  COMPARISON
    OF 52 MONTH CUMULATIVE TOTAL RETURN*
    Among Ready Mix. Inc. The NYSE Amex Composite Index
    And A Peer Group
  
  *$100 invested on 8/24/05 in stock or 7/31/05 in index,
    including reinvestment of dividends.
     Fiscal year ending December 31.
  8/24/2005

12/31/2005

12/31/2006

12/31/2007

12/31/2008

12/31/2009Ready Mix, Inc.

100.00

113.22

91.74

53.88

12.48

22.73NYSE Amex Composite Index

100.00

109.73

131.19

156.10

94.69

128.46Peer Group

100.00

107.19

140.85

141.93

109.36

96.20   The stock
    price performance included in this graph is not necessarily
    indicative of future stock price performance.
 22




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Item 6.
    Selected
    Financial Data  Statement
    of Operations Information:
  Form 10-K
  Statement
    of Operations Information:
  In thousands, except share and per share data.

Years ended December 31,2009

2008

2007

2006

2005Revenue

$
27,005


$
60,701


$
77,365


$
83,589


$
67,734Gross profit (loss)


(7,305
)


64



6,154



9,206



7,072Income (loss) from operations


(17,219
)


(4,692
)


1,628



4,948



3,943Income (loss) before income taxes


(16,985
)


(4,389
)


2,111



5,212



3,921Net income (loss)


(13,530
)


(2,950
)


1,355



3,339



2,486Basic net income (loss) per common share

$
(3.55
)

$
(0.77
)

$
0.36


$
0.88


$
0.94Diluted net income (loss) per common share

$
(3.55
)

$
(0.77
)

$
0.36


$
0.87


$
0.93Basic weighted average common shares outstanding


3,809,500



3,809,500



3,808,337



3,807,500



2,654,688Diluted weighted average common shares outstanding


3,809,500



3,809,500



3,817,009



3,833,580



2,681,053Dividends


-



-



-



-



-   Balance
    Sheet Information:
  December 31,2009


2008


2007


2006


2005Total assets

$
21,713


$
39,377


$
46,279


$
47,023


$
39,907Total notes payable and capital lease obligations


6,317



8,246



9,845



11,040



8,020Due from affiliate (Due to affiliate)


(7
)


(178
)


38



(73
)


(85
)Total shareholders equity


13,107



26,441



29,219



27,467



23,966   Financial
    Position Information:
  Years ended December 31,2009


2008


2007


2006


2005Working capital

$
(150
)

$
9,602


$
11,808


$
10,404


$
14,186Current ratio


0.98



2.69



2.49



2.08



2.70Debt to equity ratio


0.48



0.31



0.34



0.40



0.33   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations   23




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##### Table of Contents



Executive
    Overview
    Results
    of Operations
      Dollars in Thousands

Years ended December 31,2009

2008

2007Revenue

$
26,995



100.0%

$
60,151



99.1%

$
75,620



97.7%Related party revenue


10



0.0%


550



0.9%


1,745



2.3%Total revenue


27,005



100.0%


60,701



100.0%


77,365



100.0%Gross profit (loss)


(7,305
)


-27.1%


64



0.1%


6,154



8.0%General and administrative expenses


(3,304
)


-12.2%


(4,631
)


-7.6%


(4,574
)


-5.9%Gain (loss) on sale of assets


(374
)


-1.4%


(125
)


-0.2%


48



0.1%Impairment of assets


(6,236
)


-23.1%


-



0.0%


-



0.0%Income (loss) from operations


(17,219
)


-63.8%


(4,692
)


-7.7%


1,628



2.1%Interest income


12



0.0%


154



0.3%


385



0.5%Interest expense


(102
)


-0.4%


(107
)


-0.2%


(138
)


-0.2%Income tax benefit (expense)


3,456



12.8%


1,439



2.4%


(756
)


-1.0%Net income (loss)

$
(13,530
)


-50.1%

$
(2,950
)


-4.9%

$
1,355



1.8%Depreciation and amortization

$
4,392



16.3%

$
4,691



7.7%

$
4,377



5.7%   Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Revenue.
    Gross Profit (Loss).
 24




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##### Table of Contents



Depreciation and Amortization.
  General and Administrative Expenses.
  Interest Income and Expense.
  Income Tax Benefit.
  Net Loss.
  Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Revenue.
  Gross Profit.
 25




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##### Table of Contents



Depreciation and Amortization.
  General and Administrative Expenses.
  Interest Income and Expense.
  Income Taxes.
  Net Income (Loss).
  Liquidity
    and Capital Resources
       26




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##### Table of Contents



(amounts in thousands)

December 31, 2009Minimum /Maximum

ActualLeverage (1)


1.50 to 1.0



.66 to 1.0Fixed charge coverage ratio (2)


.75 to 1.0



-1.45 to 1.0Available cash minimum (3)


750,000



1,045,667Dividends paid (4)


-



-Management fee agreement (5)


22,000



22,000Change of control (6)Sale or assignment of real estate (7)   (1)
    
    Leverage is defined as total
    liabilities to net worth. Measured quarterly.(2)
    
    Fixed charge coverage ratio is
    defined as the sum of net profit, interest expense, taxes,
    depreciation and amortization less dividends, plus or minus
    extraordinary expenses or gains, divided by all interest bearing
    notes, loans and capital leases to be determined at WFEs
    sole discretion, for the previous four fiscal quarterly periods.
    Measured quarterly. The required fixed charge coverage ratio
    increases to .75 to 1.0 for the quarters ending
    December 31, 2009 and March 31, 2010, to .85 to 1.0
    for the quarter ending June 30, 2010, and to 1.0 to 1.0 for
    the quarter ending September 30, 2010 and each quarter
    thereafter.(3)
    
    Available cash minimum is defined
    as cash and cash equivalents as reported on the Companys
    balance sheet. Measured quarterly.(4)
    
    Dividends paid to shareholders will
    not be paid without the prior written consent of WFE.(5)
    
    Management fee between Meadow
    Valley and Ready Mix will not exceed $22,000 per month. Reviewed
    quarterly.(6)
    
    Change of control provision states
    that the Company will be in default in the event that the Board
    of Directors ceases to consist of a majority of directors in
    place as of February 2, 2009, without the written consent
    of WFE.(7)
    
    The Company is prohibited from
    (a) entering into or assuming any agreement to sell,
    transfer or assign any of the Companys owned real property
    and (b) creating or assuming any lien on any of the
    Companys owned real property, in each case without written
    consent of WFE.    After December 31,2009

2010

2011Prepayment penalty


5.00%


3.00%


2.00%        27




---



##### Table of Contents



(Dollars in Thousands)

For the Years Ended
    December 31,2009


2008


2007Cash provided by (used in) operating activities

$
(1,343
)

$
(1,113
)

$
7,293Cash provided by (used in) investing activities


450



(614
)


(3,586
)Cash used in financing activities


(2,266
)


(3,226
)


(2,920
)              28




---



##### Table of Contents



Summary
    of Contractual Obligations and Commercial Commitments
    (Dollars In thousands)

Payments Due by Period *Less than


1 - 3


4 - 5


AfterTotal


1 Year


Years


Years


5 YearsContractual ObligationsLong-term debt obligations

$
6,317


$
6,317


$
-


$
-


$
-Interest payments on long-term debt (1)


390



390



-



-



-Operating leases obligations


2,007



1,402



598



7



-Purchase obligations


9,586



1,821



3,454



3,454



857Other long-term liabilities (2)


264



264



-



-



-Total contractual obligations

$
18,564


$
10,194


$
4,052


$
3,461


$
857   *
    
    Includes amounts classified as
    current liabilities under notes payable(1)
    
    Interest payments are based on the
    individual interest rates of each obligation, which range from
    5.39% to 8.45% per annum. We do not assume an increase in the
    variable interest rate. See Note 8  Line of
    Credit and Note 9  Notes Payable in the notes to
    the financial statements included in Item 8.(2)
    
    Other long-term liabilities
    reflected on the Companys balance sheet under GAAP include
    an administrative services agreement with Meadow Valley in the
    amount of $22,000 per month. The term of the agreement is
    month-to-month
    and although either party can cancel the agreement we anticipate
    remaining in the agreement until December 31, 2010.  Impact of
    Inflation
    Critical
    Accounting Estimates
  General
      Reportable
    Segments
   29




---



##### Table of Contents



Collectability
    of Account Receivables
    Valuation
    of Property and Equipment
    Batch and mining plants


4 - 15 yearsBuildings


7 - 39 yearsComputer equipment


3 - 5 yearsEquipment


3 - 10 yearsLeasehold improvements


2 - 10 yearsOffice furniture and equipment


5 - 7 yearsVehicles


5 - 10 years        30




---



##### Table of Contents



Income
    Taxes
      Classification
    of Leases
    Stock
    based Compensation
     31




---



##### Table of Contents



Recent
    Accounting Pronouncements
    
    Guidance in determining fair value when volume and level of
    activity for assets or liabilities have decreased significantly
    and identifying transactions that are not orderly provides
    additional guidance for estimating fair value when volume and
    level of activity for assets or liabilities have decreased
    significantly. This guidance also provides for identifying
    circumstances that indicate a transaction is not orderly. These
    provisions became effective for our quarter ended June 30,
    2009 and did not affect our financial position and results of
    operations.
    Guidance surrounding interim disclosures about fair value of
    financial instruments requires disclosures about fair value of
    financial instruments in interim reporting periods of publicly
    traded companies that were previously only required to be
    disclosed in annual financial statements. The provisions of this
    disclosure-only guidance became effective for our quarter ended
    June 30, 2009 and did not affect our financial position and
    results of operations.
    Guidance in determining recognition and presentation of
    other-than-temporary
    impairments amends current
    other-than-temporary
    impairment guidance in GAAP for debt securities to make the
    guidance more operational and to improve the presentation and
    disclosure of
    other-than-temporary
    impairments on debt and equity securities in financial
    statements. This guidance does not amend existing recognition
    and measurement guidance related to
    other-than-temporary
    impairments of equity securities. The provisions of this
    guidance became effective for our quarter ended June 30,
    2009 and did not affect our financial position and results of
    operations.        tm
   32




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Known and
    Anticipated Future Trends and Contingencies
      Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk       33




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  
  Report of
    Independent Registered Public Accounting Firm
  Board of
    Directors and Stockholders
    Ready Mix, Inc.
            
      34




---



##### Table of Contents



READY
    MIX, INC.BALANCE SHEETS
  December 31,2009


2008Assets:Current assets:Cash and cash equivalents

$
1,045,667


$
4,204,280Accounts receivable, net


3,047,204



6,751,769Inventory


1,298,336



1,411,761Prepaid expenses


770,763



1,189,598Income tax receivable


1,876,341



1,026,133Deferred tax asset


418,413



696,892Total current assets


8,456,724



15,280,433Property and equipment, net


12,536,014



23,988,688Refundable deposits


79,037



108,079Deferred tax assets


641,710



-Total assets

$
21,713,485


$
39,377,200Liabilities and Stockholders Equity:Current liabilities:Accounts payable

$
1,556,215


$
2,329,620Accrued liabilities


725,963



966,058Notes payable


6,317,322



2,204,706Due to affiliate


7,289



177,825Total current liabilities


8,606,789



5,678,209Notes payable, less current portion


-



6,041,731Deferred tax liability


-



1,216,100Total liabilities


8,606,789



12,936,040Commitments and contingenciesStockholders equity:Preferred stock - $.001 par value;
    5,000,000 shares authorized, none issued and outstanding


-



-Common stock - $.001 par value; 15,000,000 shares
    authorized, 3,809,500 issued and outstanding


3,810



3,810Additional paid-in capital


18,557,636



18,362,557Retained earnings (accumulated deficit)


(5,454,750
)


8,074,793Total stockholders equity


13,106,696



26,441,160Total liabilities and stockholders equity

$
21,713,485


$
39,377,200    35




---



##### Table of Contents



READY
    MIX, INC.
 STATEMENTS OF OPERATIONS
  For the years ended December 31,2009


2008


2007Revenue:Revenue

$
26,994,749


$
60,150,696


$
75,620,128Revenue - related parties


10,201



550,364



1,744,544Total revenue


27,004,950



60,701,060



77,364,672Cost of revenue


34,309,472



60,637,366



71,210,190Gross profit (loss)


(7,304,522)



63,694



6,154,482General and administrative expenses


(3,303,888)



(4,631,061)



(4,574,463)Gain/(loss) on sale of assets


(374,275)



(124,840)



48,214Impairment of assets


(6,235,903)



-



-Income (loss) from operations


(17,218,588)



(4,692,207)



1,628,233Other income (expense):Interest income


12,486



153,550



385,353Interest expense


(101,891)



(107,379)



(137,533)Other income


322,773



257,472



235,256233,368



303,643



483,076Income (loss) before income taxes


(16,985,220)



(4,388,564)



2,111,309Income tax benefit (expense)


3,455,677



1,438,999



(756,107)Net income (loss)

$
(13,529,543)


$
(2,949,565)


$
1,355,202Basic net income (loss) per common share

$
(3.55)


$
(0.77)


$
0.36Diluted net income (loss) per common share

$
(3.55)


$
(0.77)


$
0.36Basic weighted average common shares outstanding


3,809,500



3,809,500



3,808,337Diluted weighted average common shares outstanding


3,809,500



3,809,500



3,817,009    36




---



##### Table of Contents



READY
    MIX, INC.STATEMENTS OF CHANGES IN STOCKHOLDERS
    EQUITY
  Common Stock





RetainedNumber of





Additional


Earnings/Shares





Paid-in


(AccumulatedOutstanding


Amount


Capital


Deficit)Balance at January 1, 2007


3,807,500


$
3,808


$
17,793,892


$
9,669,156Common stock issued upon exercise of options


2,000



2



21,998Stock based compensation expense










375,081Net income for the year ended 2007














1,355,202Balance at December 31, 2007


3,809,500



3,810



18,190,971



11,024,358Stock based compensation expense










171,586Net loss for the year ended 2008














(2,949,565)Balance at December 31, 2008


3,809,500



3,810



18,362,557



8,074,793Stock based compensation expense










195,079Net loss for the year ended 2009














(13,529,543)Balance at December 31, 2009


3,809,500


$
3,810


$
18,557,636


$
(5,454,750)    37




---



##### Table of Contents



READY
    MIX, INC.STATEMENTS OF CASH FLOWS
  For the years ended December 31,2009


2008


2007Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers

$
31,535,593


$
61,268,675


$
78,500,885Cash paid to suppliers and employees


(33,814,831)



(62,416,750)



(70,274,014)Taxes refunded (paid)


1,026,138



(11,091)



(1,181,203)Interest received


12,486



153,550



385,353Interest paid


(101,891)



(107,379)



(137,533)Net cash provided by (used in) operating activities


(1,342,505)



(1,112,995)



7,293,488Cash flows from investing activities:Purchase of property and equipment


(44,114)



(770,416)



(3,792,325)Cash received from sale of equipment


494,257



155,962



206,554Net cash provided by (used in) investing activities


450,143



(614,454)



(3,585,771)Cash flows from financing activities:Proceeds from the issuance of common stock


-



-



22,000Proceeds from (repayment of) due to affiliate


(170,536)



215,684



(111,254)Proceeds from notes payable


-



2,037,509



2,956,120Repayment of notes payable


(2,095,715)



(5,474,698)



(5,536,277)Repayment of capital lease obligations


-



(4,634)



(250,313)Net cash used in financing activities


(2,266,251)



(3,226,139)



(2,919,724)Net increase (decrease) in cash and cash equivalents


(3,158,613)



(4,953,588)



787,993Cash and cash equivalents at beginning of year


4,204,280



9,157,868



8,369,875Cash and cash equivalents at end of year

$
1,045,667


$
4,204,280


$
9,157,868Reconciliation of net income (loss) to net cashprovided by (used in) operating activities:Net income (loss)

$
(13,529,543)


$
(2,949,565)


$
1,355,202Adjustments to reconcile net income (loss) to net cashprovided by (used in) operating activities:Depreciation and amortization


4,392,353



4,691,299



4,376,723Deferred income taxes, net


(1,579,331)



(412,219)



(326,376)Loss (gain) on sale of equipment


374,275



124,840



(48,214)Impairment charge on property and equipment


6,235,903



-



-Stock-based compensation expense


195,079



171,586



375,081Provision for doubtful accounts


(503,304)



830,611



70,956Changes in operating assets and liabilities:Accounts receivable


4,207,869



310,143



900,957Prepaid expenses


585,435



(33,512)



39,372Inventory


113,425



(259,835)



149,916Refundable deposits


29,042



68,109



1,299,109Accounts payable


(773,405)



(1,559,236)



(380,663)Accrued liabilities


(240,095)



(1,057,345)



(419,855)Income tax, net


(850,208)



(1,037,871)



(98,720)Net cash provided by (used in) operating activities

$
(1,342,505)


$
(1,112,995)


$
7,293,488    38




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
  1.
    Summary
    of Significant Accounting Policies and Use of
    Estimates:  Nature of
    the Corporation:
    Accounting
    Estimates:
      Cash and
    Cash Equivalents:
    Accounts
    Receivable, net:
    Inventory:
  first-in,
  Reclassifications:
    Property
    and Equipment:
   39




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   1.
    Summary
    of Significant Accounting Policies and Use of Estimates
    (Continued):  
 Property
    and Equipment (Continued):
      Computer equipment

3 - 5 yearsEquipment

3 - 10 yearsBatch and mining plants

4 - 15 yearsVehicles

5 - 10 yearsOffice furniture and equipment

5 - 7 yearsLeasehold improvements

2 - 10 yearsBuildings

7 - 39 years       Income
    Taxes:
          Revenue
    Recognition:
    
    The contract has been evidenced by the customers signature on
    the delivery ticket;
    A price per unit has been determined; and 40




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   1.
    Summary
    of Significant Accounting Policies and Use of Estimates
    (Continued):  
    Collectability has been reasonably assured either by credit
    authorization of the customer or by COD terms.    Reportable
    Segments:
      December 31,2009


2008


2007Commercial and industrial construction


32%



33%



31%Residential construction


26%



41%



53%Street and highway construction and paving


22%



12%



8%Other public works and infrastructure construction


20%



14%



8%Total


100%



100%



100%   Fair
    Value of Financial Instruments:
      Fair
    Value of Financial Assets and Liabilities:
   41




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   1.
    Summary
    of Significant Accounting Policies and Use of Estimates
    (Continued):    Level 1
  Level 2
  Level 3
  Long-lived
    Assets:
      Earnings
    (Loss) per Share:
    Stock-Based
    Compensation:
      
    Expected term is generally determined using an average of the
    contractual term and vesting period of the award and in some
    cases the contractual term is used;
    Expected volatility is measured using the average of historical
    daily changes in the market price of the Companys common
    stock since the Companys initial public offering;
    Risk-free interest rate is equivalent to the implied yield on
    zero-coupon U.S. Treasury bonds with a remaining maturity
    equal to the expected term of the awards; and
    Forfeitures are based on the history of cancellations of similar
    awards granted by the Company and managements analysis of
    potential forfeitures. 42




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   1.
    Summary
    of Significant Accounting Policies and Use of Estimates
    (Continued):   Recent
    Accounting Pronouncements:
      
    Guidance in determining fair value when volume and level of
    activity for assets or liabilities have decreased significantly
    and identifying transactions that are not orderly provides
    additional guidance for estimating fair value when volume and
    level of activity for assets or liabilities have decreased
    significantly. This guidance also provides for identifying
    circumstances that indicate a transaction is not orderly. These
    provisions became effective for the Companys interim
    period ended June 30, 2009 and did not affect the
    Companys financial position and results of operations.
    Guidance surrounding interim disclosures about fair value of
    financial instruments requires disclosures about fair value of
    financial instruments in interim reporting periods of publicly
    traded companies that were previously only required to be
    disclosed in annual financial statements. The provisions of this
    disclosure-only guidance became effective for the Companys
    interim period ended June 30, 2009 and did not affect the
    Companys financial position and results of operations.
    Guidance in determining recognition and presentation of
    other-than-temporary
    impairments amends current
    other-than-temporary
    impairment guidance in GAAP for debt securities to make the
    guidance more operational and to improve the presentation and
    disclosure of
    other-than-temporary
    impairments on debt and equity securities in financial
    statements. This guidance does not amend existing recognition
    and measurement guidance related to
    other-than-temporary
    impairments of equity securities. This guidance became effective
    for the Companys interim period ended June 30, 2009
    and did not affect the Companys financial position and
    results of operations.       43




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   1.
    Summary
    of Significant Accounting Policies and Use of Estimates
    (Continued):  
 Recent
    Accounting Pronouncements (Continued):
  tm
      2.
    Uncertainties:         44




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   2.
    Uncertainties
    (Continued):          3.
    Stock-Based
    Compensation:    Equity
    Incentive Plan
       45




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   3.
    Stock-Based
    Compensation (Continued):  
 Equity
    Incentive Plan (Continued)
      Awards granted duringthe year ended


Awards granted prior toDecember 31, 2009


January 1, 2009Dividend yield


0%



0%Expected volatility


63.4% - 66.4%



21.4% - 39.1%Weighted-average volatility


64.96%



27.18%Risk-free interest rate


1.99%



3.00% - 5.00%Expected life of options (in years)


3-5



3-5Weighted-average grant-date fair value

$
1.15


$
2.53       Weighted AverageWeighted Average


Remaining


Aggregate


AggregateExercise Price


Contractual


Fair


IntrinsicShares


per Share


Term (1)


Value


Value (2)Outstanding January 1, 2009


379,125


$
10.76



1.88


$
967,716Granted


215,000



2.13







246,200Exercised














Forfeited or expired


(43,750)



7.27







(84,612)Outstanding December 31, 2009


550,375


$
7.67



2.08


$
1,129,304


$
121,400Exercisable December 31, 2009


382,875


$
10.01



1.15


$
936,229


$
49,000   (1)
    
    Remaining contractual term is
    presented in years.(2)
    
    The aggregate intrinsic value is
    calculated as the difference between the exercise price of the
    underlying awards and the closing price of our common stock as
    of December 31, 2009, for those awards that have an
    exercise price currently below the closing price as of
    December 31, 2009. Awards with an exercise price above the
    closing price as of December 31, 2009 are considered to
    have no intrinsic value. 46




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   3.
    Stock-Based
    Compensation (Continued):  
 Equity
    Incentive Plan (Continued)
     Weighted AverageGrant-DateShares


Fair ValueNonvested stock options at January 1, 2009


33,333


$
3.33Granted


215,000



1.15Vested


(63,333)



2.28Forfeited


(17,500)



1.12Nonvested stock options at December 31, 2009


167,500


$
1.15     2009


2008Number of options to purchase shares granted


215,000



20,000Weighted-average grant-date fair value

$
1.15


$
2.31Number of options to purchase shares exercised


-



-Aggregate intrinsic value of options exercised

$
-


$
-Number of options to purchase shares vested


63,333



131,542Aggregate fair value of options vested

$
144,499


$
315,715     4.
    Concentration
    of Credit Risk:     47




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   5.
    Accounts
    Receivable, net:    December 31,2009

2008Trade receivables

$
3,700,903

$
7,823,012Other receivables


53,243


139,003Less: allowance for doubtful accounts


(706,942)


(1,210,246)$
3,047,204

$
6,751,769   6.
    Property
    and Equipment, net:    December 31,2009


2008Land and building

$
3,791,474


$
4,909,587Computer equipment


425,241



427,920Equipment


7,565,671



8,555,237Batch and mining plants


11,361,868



15,199,768Vehicles


9,477,321



10,767,278Office furniture and equipment


90,030



94,114Leasehold improvements


294,410



513,722Water rights


1,312,331



2,250,00034,318,346



42,717,626Less: Accumulated depreciation


(21,782,332)



(18,728,938)$
12,536,014


$
23,988,688    48




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   7.
    Accrued
    Liabilities:    December 31,2009


2008Compensation

$
430,925


$
503,781Taxes


1,276



199,223Insurance


41,751



31,879Other


252,011



231,175$
725,963


$
966,058   8.
    Line of
    Credit:   49




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   9.
    Notes
    Payable:    December 31,


December 31,2009


20087.99% note payable, with monthly principal payments of
    $14,362 plus interest, due March 25, 2011, collateralized
    by equipment

$
272,876


$
387,7718.14% note payable, with monthly principal payments of
    $30,470 plus interest, due March 28, 2011, collateralized
    by equipment


578,938



822,7018.45% notes payable, with combined monthly principal
    payments of $26,182 plus interest, due June 28, 2011,
    collateralized by equipment


374,375



785,4757.46% note payable, with a monthly payment of $13,867, due
    May 26, 2021, collateralized by a building and land


1,274,491



1,343,1887.90% note payable, with monthly principal payments of
    $10,774 plus interest, due November 30, 2011,
    collateralized by equipment


290,905



377,1007.04% note payable, with monthly principal payments of
    $4,496 plus interest, due September 30, 2009,
    collateralized by equipment


-



40,4677.13% note payable, with monthly principal payments of
    $34,966 plus interest, due February 28, 2013,
    collateralized by equipment


1,468,591



1,748,3227.13% note payable, with monthly principal payments of
    $5,375 plus interest, due February 28, 2012, collateralized
    by equipment


161,260



204,2637.35% note payable, with monthly principal payments of
    $2,793 plus interest, due September 28, 2012,
    collateralized by equipment


103,329



125,6716.25% notes payable, with combined monthly principal
    payments of $5,705 plus interest, due January 28, 2012,
    collateralized by equipment


165,455



211,0975.39% note payable, with monthly principal payments of
    $2,695 plus interest, due March 21, 2012, collateralized by
    equipment


83,549



105,110$
4,773,769


$
6,151,165  50




---



##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   9.
    Notes
    Payable (Continued):    December 31,


December 31,2009


2008Total from previous page

$
4,773,769


$
6,151,1655.65% note payable, with monthly principal payments of
    $11,440 plus interest, due April 18, 2013, collateralized
    by equipment


503,379



594,9036.25% note payable, with monthly principal payments of
    $5,448 plus interest, due June 26, 2011, collateralized by
    equipment


119,849



163,4306.80% notes payable, with combined monthly principal
    payments of $9,782 plus interest, due June 26, 2013 and
    June 26, 2014, collateralized by equipment


548,414



626,6696.99% note payable, with monthly principal payments of
    $2,420 plus interest, due November 30, 2013, collateralized
    by equipment


123,430



142,7916.99% notes payable, with combined monthly principal
    payments of $4,778 plus interest, due December 29, 2013,
    collateralized by equipment


248,481



317,479Line of credit, variable interest rate was 3.50% at
    December 31, 2008, interest only payments until
    December 31, 2008, 36 equal monthly principal payments plus
    interest thereafter, collateralized by all of the Companys
    assets


-



250,0006,317,322



8,246,437Less: current portion


(6,317,322)



(2,204,706)$
-


$
6,041,731     Year ending December 31,

Amount2010

$
6,317,3222011


-2012


-2013


-2014


-Subsequent to 2014


-$
6,317,322    51




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
  9.
    Notes
    Payable (Continued):    December 31, 2009Minimum /(amounts in thousands)

Maximum


ActualLeverage (1)


1.50 to 1.0



.66 to 1.0Fixed charge coverage ratio (2)


.75 to 1.0



-1.45 to 1.0Available cash minimum (3)


750,000



1,045,667Dividends paid (4)


-



-Management fee agreement (5)


22,000



22,000Change of control (6)Sale or assignment of real estate (7)   (1)
    
    Leverage is defined as total
    liabilities to net worth. Measured quarterly.(2)
    
    Fixed charge coverage ratio
    is defined as the sum of net profit, interest expense, taxes,
    depreciation and amortization less dividends, plus or minus
    extraordinary expenses or gains, divided by all interest bearing
    notes, loans and capital leases to be determined at WFEs
    sole discretion, for the previous four fiscal quarterly periods.
    Measured quarterly. The required fixed charge coverage ratio
    increases to .75 to 1.0 for the quarters ending
    December 31, 2009 and March 31, 2010, to .85 to 1.0
    for the quarter ending June 30, 2010, and to 1.0 to 1.0 for
    the quarter ending September 30, 2010 and each quarter
    thereafter.(3)
    
    Available cash minimum is defined
    as cash and cash equivalents as reported on the Companys
    balance sheet. Measured quarterly.(4)
    
    Dividends shall not be paid to
    shareholders without the prior written consent of lender.(5)
    
    Management fee between Meadow
    Valley Contractors, Inc. and the Company will not exceed $22,000
    per month. Reviewed quarterly.(6)
    
    Change of control provision states
    that the Company will be in default in the event that the Board
    of Directors ceases to consist of a majority of the directors in
    place as of February 2, 2009 without the written consent of
    lender.(7)
    
    The Company is prohibited from
    (a) entering into or assuming any agreement to sell,
    transfer or assign any of the Companys owned real property
    and (b) creating or assuming any lien on any of the
    Companys owned real property, in each case without written
    consent of lender.    After December 31,2009

2010

2011Prepayment penalty


5.00%



3.00%



2.00%        52




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   9.
    Notes
    Payable (Continued):    10.
    Related
    Party Transactions:  Affiliate:
          Professional
    Services:
   53




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   11.
    Income
    Taxes:    For the years ended December 31,2009


2008


2007Statutory rate of 34% applied to income (loss) before income
    taxes

$
(5,774,975)


$
(1,492,112)


$
717,845State income tax expense (benefit), net of federal benefit


(151,964)



(72,547)



39,228Increase (decrease) in income taxes resulting from:Non-deductible items


2,385,831



96,820



27,797Domestic production activities deduction


85,431



28,840



(28,763)$
(3,455,677)


$
(1,438,999)


$
756,107     For the years ended December 31,2009


2008


2007Current:Federal and State


(1,876,346)



(1,026,780)



1,082,483Deferred


(1,579,331)



(412,219)



(326,376)$
(3,455,677)


$
(1,438,999)


$
756,107     December 31,2009


2008Deferred tax asset:Bad debt allowance

$
254,499


$
439,925Net operating loss carry forward


880,493



19,438AMT difference


127,700



Accrued vacation payable


112,418



128,243IBNR amount


18,612



Director stock-based compensation


32,885



109,2861,426,607



696,892Deferred tax liability:Depreciation


(366,484)



(1,216,100)Net deferred tax asset (liability)

$
1,060,123


$
(519,208)    54




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   11.
    Income
    Taxes: (Continued)      12.
    Commitments
    and Contingencies:      Year ending December 31,

Amount2010

$
1,402,2932011


592,6332012


4,9682013


4,9682014


2,484$
2,007,346     Year ending December 31,

Amount2010

$
1,821,0972011


1,726,8002012


1,726,8002013


1,726,8002014


1,726,800Subsequent to 2014


857,200$
9,585,497      55




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   12.
    Commitments
    and Contingencies: (Continued)        13.
    Earnings
    (Loss) per Share:     For the years ended December 31,2009


2008


2007Weighted average common shares outstanding


3,809,500



3,809,500



3,808,337Dilutive effect of:Stock options and warrants










8,672Weighted average common shares outstanding assuming dilution


3,809,500



3,809,500



3,817,009      56




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   13.
    Earnings
    (Loss) per Share: (Continued)      14.
    Stockholders
    Equity:  Preferred
    Stock:
    Initial
    Public Offering:
    15.
    Statement
    of Cash Flows:  Non-Cash
    Investing and Financing Activities:
          16.
    Significant
    Customer:   57




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   16.
    Significant
    Customer:  (Continued)   17.
    Employee
    Benefit Plan:    18.
    Quarterly
    Financial Data (Unaudited):  March 31,


June 30,


September 30,


December 31,2009Revenue

$
8,704,102


$
6,759,596


$
6,158,047


$
5,383,205Gross loss


(1,503,785)



(1,916,557)



(1,741,532)



(2,142,648)Loss from operations


(2,415,199)



(2,738,108)



(2,215,650)



(9,849,631)Net loss


(1,519,212)



(1,805,506)



(1,382,348)



(8,822,477)Basic net loss per common share


(0.40)



(0.47)



(0.36)



(2.32)Diluted net loss per common share


(0.40)



(0.47)



(0.36)



(2.32)Basic weighted average common shares outstanding


3,809,500



3,809,500



3,809,500



3,809,500Diluted weighted average common shares outstanding


3,809,500



3,809,500



3,809,500



3,809,500   March 31,


June 30,


September 30,


December 31,2008Revenue

$
15,786,522


$
17,074,186


$
16,352,655


$
11,487,697Gross profit (loss)


(2,685)



283,508



22,702



(239,831)Loss from operations


(1,142,855)



(786,697)



(1,021,412)



(1,741,243)Net loss


(651,080)



(466,901)



(607,549)



(1,224,035)Basic net loss per common share


(0.17)



(0.12)



(0.16)



(0.32)Diluted net loss per common share


(0.17)



(0.12)



(0.16)



(0.32)Basic weighted average common shares outstanding


3,809,500



3,809,500



3,809,500



3,809,500Diluted weighted average common shares outstanding


3,809,500



3,809,500



3,809,500



3,809,500   58




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   18.
    Quarterly
    Financial Data
    (Unaudited):  (Continued)  March 31,


June 30,


September 30,


December 31,2007Revenue

$
20,362,442


$
22,502,836


$
19,093,113


$
15,406,281Gross profit


2,101,014



2,357,419



1,114,549



581,500Income (loss) from operations


993,392



1,213,128



(49,670)



(528,617)Net income (loss)


698,486



797,619



57,748



(198,651)Basic net income (loss) per common share


0.18



0.21



0.02



(0.05)Diluted net income (loss) per common share


0.18



0.21



0.02



(0.05)Basic weighted average common shares outstanding


3,807,500



3,807,500



3,808,848



3,809,500Diluted weighted average common shares outstanding


3,818,693



3,832,491



3,832,343



3,809,500    19.
    Subsequent
    Events:           59




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##### Table of Contents



READY
    MIX, INC.
    NOTES TO FINANCIAL STATEMENTS
   19.
    Subsequent
    Events: (Continued)             60




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures    Rules 13a-15(e) 15d-15(e)) Form 10-K,
    Rules 13a-15(f).
        Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation   61




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)

(1)

Financial StatementsSee Item 8 of Part II hereof.(2)

Financial Statement SchedulesSee Schedule below and Item 8
    of Part II hereof.   Schedule
    of Valuation and Qualifying Accounts
  In ThousandsBalance at


Charged to





Balance atBeginning


Expense





End ofDescription

of Year


Account


Deductions


YearYear ended December 31, 2007Allowance for doubtful accounts

$
309


$
117


$
(46
)

$
380Year ended December 31, 2008Allowance for doubtful accounts

$
380


$
916


$
(86
)

$
1,210Year ended December 31, 2009Allowance for doubtful accounts

$
1,210


$
52


$
(555
)

$
707     ExhibitNumber

Description3
.1

Articles of Incorporation of the registrant, as amended3
.2

Amended and Restated Bylaws of the registrant10
.1

2005 Equity Incentive Plan10
.4

Office Lease (Las Vegas)10
.7

Administrative Services Agreement10
.8

Production Facility Lease (Sun City, Arizona)10
.9

Production Facility Lease (Henderson, Nevada)10
.10

Production Facility Lease (Moapa, Nevada)10
.11

Decorative Rock Lease (Moapa, Nevada)10
.12

Oliver Mining Lease (Queen Creek, Arizona)10
.15

Office Lease (Las Vegas) 62




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##### Table of Contents



ExhibitNumber

Description10
.17

Production Facility Lease (Northwest Las Vegas, Nevada)10
.18

Lease and Supply Agreement (Buckeye, Arizona)10
.19

Production Facility Lease (Northwest Las Vegas, Nevada)10
.20

Amendment to Decorative Rock Lease (Moapa, Nevada)10
.21

Production Facility Renewal (Moapa, Nevada)10
.22

Officer / Director Indemnification Agreement14
.1

Code of Ethics23
.1

Consent of Independent Auditors24


Powers of Attorney (included on the signature pages hereto)31
.1

Certification of Chief Executive Officer Pursuant to
    Rules 13a-14
    and 15d-14 of The Securities Exchange Act of 193431
.2

Certification of Chief Financial Officer Pursuant to
    Rules 13a-14
    and 15d-14 of The Securities Exchange Act of 193432


Certification of Chief Executive Officer and Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  63




---



##### Table of Contents



SIGNATURES
      /s/  Bradley
    E. Larson
       POWER OF
    ATTORNEY
  Form 10-K,
    /s/  Bradley
    E. LarsonBradley
    E. Larson
    Director and Chief Executive Officer
    Date: March 31, 2010

/s/  Robert
    A. DeRuiterRobert
    A. DeRuiter
    Director and President
    Date:  March 31, 2010/s/  Kenneth
    D. NelsonKenneth
    D. Nelson
    Director and Vice President
    Date: March 31, 2010

/s/  Gary
    A. AgronGary
    A. Agron
    Director
    Date:  March 31, 2010/s/  Charles
    E. CowanCharles
    E. Cowan
    Director
    Date: March 31, 2010

/s/  Dan
    H. StewartDan
    H. Stewart
    Director
    Date:  March 31, 2010/s/  Charles
    R. NortonCharles
    R. Norton
    Director
    Date: March 31, 2010

/s/  David
    D. DotyDavid
    D. Doty
    Chief Financial Officer, Principal Financial and
         Accounting Officer
    Date:  March 31, 2010  64




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##### Table of Contents



EXHIBIT INDEX
  Exhibit



By ReferenceNumber

Description

from Document3
.1

Articles of Incorporation of the registrant, as amended

(5)3
.2

Amended and Restated Bylaws of the registrant

(6)10
.1

2005 Equity Incentive Plan

(1)10
.4

Office Lease (Las Vegas)

(1)10
.7

Administrative Services Agreement

(1)10
.8

Production Facility Lease (Sun City, Arizona)

(1)10
.9

Production Facility Lease (Henderson, Nevada)

(1)10
.10

Production Facility Lease (Moapa, Nevada)

(1)10
.11

Decorative Rock Lease (Moapa, Nevada)

(1)10
.12

Oliver Mining Lease (Queen Creek, Arizona)

(1)10
.15

Office Lease (Las Vegas)

(2)10
.17

Production Facility Lease (Northwest Las Vegas, Nevada)

(1)10
.18

Lease and Supply Agreement (Buckeye, Arizona)

(3)10
.19

Production Facility Lease (Northwest Las Vegas, Nevada)

(3)10
.20

Amendment to Decorative Rock Lease (Moapa, Nevada)

(3)10
.21

Production Facility Renewal (Moapa, Nevada)

(3)10
.22

Officer / Director Indemnification Agreement

(4)14
.1

Code of Ethics

(1)23
.1

Consent of Independent Auditors

*24


Powers of Attorney (included on the signature pages hereto)

*31
.1

Certification of Chief Executive Officer Pursuant to
    Rules 13a-14
    and 15d-14 of The Securities Exchange Act of 1934

*31
.2

Certification of Chief Financial Officer Pursuant to
    Rules 13a-14
    and 15d-14 of The Securities Exchange Act of 1934

*32


Certification of Chief Executive Officer and Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*   *
    
    Filed herewith.(1)
    
    Previously filed as an exhibit with
    the same exhibit number to the registrants Registration
    Statement on
    Form S-1
    filed on February 11, 2005.(2)
    
    Previously filed as an exhibit with
    the exhibit number 10.1 to the registrants Current Report
    on
    Form 8-K
    filed on April 9, 2007.(3)
    
    Previously filed as an exhibit to
    the registrants Quarterly Report on
    Form 10-K
    filed on August 12, 2008.(4)
    
    Previously filed as an exhibit to
    the registrants Current Report on
    Form 8-K
    filed on August 6, 2008.(5)
    
    Previously filed as an exhibit to
    the registrants Annual Report on
    Form 10-K
    filed on March 30, 2007.(6)
    
    Previously filed as an exhibit to
    the registrants Annual Report on
    Form 10-K
    filed on February 25, 2009. 65