UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





Form
10-Q





(Mark
One)





[ X ]
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended March 31,
2010





[    ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the
transition period from ______________________________ to
______________________________





Commission
File Number 333-144620





CASTWELL PRECAST
  CORPORATION(Exact
      name of registrant as specified in charter)NEVADA
            20-2722022(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)5641 South Magic Drive, Murray,
      Utah
            84107(Address
      of principal executive offices)
            (Zip
      Code)(801) 599-5443(Issuer’s
      telephone number, including area code)Not
      Applicable(Former
      name, former address, and former fiscal year, if changed since last
      report)





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 x    No
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  The registrant has not yet
been phased into the Interactive Data reporting system.


Yes  ̈    No
 ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated
filer                                            ̈                      Accelerated
filer                                            ̈


Non-accelerated
filer                                      
       ̈                      Smaller
reporting
company                         x





Indicate
by check mark whether the issuer is a shell company (as defined in rule 12b-2 of
the Exchange Act).


Yes   ̈    No
x





As of May
7, 2010, the issuer had outstanding 3,978,348 shares of common stock, par value
$0.001.








CASTWELL
      PRECAST CORPORATIONFORM
      10-QFOR
      THE QUARTER ENDED MARCH 31, 2010INDEXPART I   Financial
      InformationItem 1.Consolidated
      Condensed Unaudited Financial StatementsConsolidated
      Condensed Balance Sheets
            3Consolidated
      Condensed Unaudited Statements of Operations
            4Consolidated
      Condensed Unaudited Statements of Cash Flows
            5Unaudited
      Notes to Consolidated Condensed Financial Statements
            6Item
      2.  Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            9Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
            12Item
      4T.  Controls and Procedures
            12PART II Other InformationItem 1.  Legal
      Proceedings
            13Item 1A.  Risk
      Factors
            13Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
            13Item
      3.  Defaults Upon Senior Securities
            13Item
      4.  (Removed and Reserved)
            13Item 5.  Other
      Information
            13Item
      6.  Exhibits
            14SIGNATURE
            14














PART
      I – FINANCIAL INFORMATIONCASTWELL
      PRECAST CORP. AND SUBSIDIARYCONSOLIDATED
      CONDENSED BALANCE SHEETS(Unaudited)March
      31,
            
            December
      31,ASSETS
            2010
            
            2009Current
      Assets:Cash
            $
            26,063
            
            $
            1,362Total
      Current Assets
            
            26,063
            
            
            1,362Equipment
            
            93,332
            
            
            93,332Less:  Accumulated
      Depreciation
            
            (64,944)
            
            
            (61,938)Total
      Equipment
            
            28,388
            
            
            31,394Total
      Assets
            $
            54,451
            
            $
            32,756LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccrued
      Expenses
            $
            15,225
            
            $
            3,942Total
      Liabilities
            
            15,225
            
            
            3,942Commitments
      and Contingencies
            
            -
            
            
            -Stockholders'
      EquityPreferred
      Stock - $.001 par value, 10,000,000 sharesauthorized,
      no shares issued and outstanding
            
            -
            
            
            -Common
      Stock - $.001 par value, 50,000,000 sharesauthorized,
      3,978,348  and 3,808,348 shares issued andoutstanding
      March 31, 2010 and December 31, 2009,respectively
            
            3,978
            
            
            3,808Additional
      Paid-in-Capital
            
            326,357
            
            
            301,027Accumulated
      Deficit
            
            (291,109)
            
            
            (276,021)Total
      Stockholders' Equity
            
            39,226
            
            
            28,814Total
      Liabilities and Stockholders' Equity
            $
            54,451
            
            $
            32,756







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












CASTWELL
      PRECAST CORP. AND SUBSIDIARYCONSOLIDATED
      CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED)Three
      months endedMarch
      31,2010
            
            2009Revenues
            $
            -
            
            $
            2,620Cost
      of Goods Sold
            
            -
            
            
            1,653Gross
      Profit
            
            -
            
            
            967Expenses:General
      and Administrative (Note 4)
            
            12,082
            
            
            12,679Depreciation
            
            3,006
            
            
            3,006Total
      Operating Expenses
            
            15,088
            
            
            15,685Net
      Loss
            $
            (15,088)
            
            $
            (14,718)Weighted
      Average Common Shares Outstanding (Basic and Diluted)
            
            3,816,904
            
            
            3,808,348Basic
      and Diluted Loss per Common Share
            $
            (0.00)
            
            $
            (0.00)







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












CASTWELL
      PRECAST CORP. AND SUBSIDIARYCONSOLIDATED
      CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED)Three
      months endedMarch
      31,2010
            
            2009Cash
      Flows from Operating Activities:Net
      (Loss)
            
            $
            (15,088)
            
            $
            (14,718)Adjustments
      to reconcile net loss to net cashProvided
      by operating activities:Depreciation
            
            
            3,006
            
            
            3,006Changes
      in current assets and liabilities:Accrued
      expenses
            
            
            11,283
            
            
            2,236Net
      cash (Used by) Operating Activities
            
            
            (799)
            
            
            (9,476)Cash
      Flows from Investing Activities
            
            
            -
            
            
            -Cash
      Flows from Financing Activities:Common
      stock issued for Cash
            
            
            25,500
            
            
            -Net
      cash Provided by Financing Activities
            
            
            25,500
            
            
            -Net
      (Decrease) Increase in Cash
            
            
            24,701
            
            
            (9,476)Cash
      at Beginning of Period
            
            
            1,362
            
            
            42,624Cash
      at End of Period
            
            $
            26,063
            
            $
            33,148Cash
      paid for:Interest
            
            $
            -
            
            $
            -Taxes
            
            
            -
            
            
            -











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












CASTWELL PRECAST CORP. AND
SUBSIDIARY


NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
1 - ORGANIZATION AND OPERATIONS





Castwell
Precast Corp. (the “Company”) was incorporated in Nevada on March 25, 2005.
Since inception, the Company’s purpose has been to design, develop, and market
precast concrete products.





On March
25, 2005, the Company formed Castwell Precast, Inc. to be operated as a
subsidiary of the Company. As of March 31, 2010, the Company owned 100% of the
shares of issued and outstanding stock of Castwell Precast, Inc.





NOTE
2 – SUMMARY OF ACCOUNTING POLICIES





A summary
of the Company’s significant accounting policies applied in the preparation of
the accompanying financial statements follows.





REVENUE
RECOGNITION





The
Company recognizes revenue upon delivery of its precast concrete
products.





ALLOWANCE
FOR DOUBTFUL ACCOUNTS





The
allowance for doubtful accounts reflects the Company’s best estimate of probable
losses inherent in the accounts receivable balance.  The Company
determines the allowance based on the known troubled accounts, historical
experience, and other currently available evidence.  As of March 31,
2010 and December 31, 2009, the Company had a zero balance in the allowance for
doubtful accounts.





FAIR
VALUE OF FINANCIAL INSTRUMENTS





The
Company has determined that the book value of the Company’s financial
instruments at March 31, 2010 and December 31, 2009 approximates fair
value.





USE OF
ESTIMATES





In
preparing the Company’s financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the 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 materially differ from those
estimates.





DEPRECIATION





The
Company’s fixed assets consist mainly of machinery and equipment used to produce
concrete products it uses in its operations.  The Company provides for
depreciation of its equipment by the straight-line method, using an estimated
useful life of 7 years.  Depreciation expense for the three months
ended March 31, 2010 and 2009 was $3,006 and $3,006, respectively.










CASTWELL
PRECAST CORP. AND SUBSIDIARY


NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
2 – SUMMARY OF ACCOUNTING POLICIES





BASIC AND
DILUTED EARNINGS (LOSS) PER SHARE





Basic
earnings (loss) per common share is computed by dividing the net earnings
available to common stockholders by the weighted average number of common shares
outstanding.  Diluted earnings (loss) per common share is computed
similarly to basic earnings (loss) per common share, except that the denominator
is increased to include the number of additional common shares that would have
been outstanding if the potential common shares had been issued and if the
additional common shares were dilutive.  As of March 31, 2010 and
December 31, 2009, the Company did not have any dilutive common stock
equivalents.





INCOME
TAXES





On March
31, 2010, the Company had a net operating loss available for carry forward of
$291,109.  The tax benefit of approximately $101,888 from the loss
carry forward has been fully offset by a valuation reserve because the use of
the future tax benefit is doubtful as the Company has been unable to establish a
projection of operating profits for future years.  The loss carryover
will begin to expire in 2025.




BASIS OF
PRESENTATION
 
 These
consolidated condensed financial statements reflect all adjustments that, in the
opinion of management, are necessary to present fairly the results of operations
for the interim periods presented. All adjustments are of a normal recurring
nature, unless otherwise disclosed. The Company suggests that these consolidated
condensed financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2009.  The
results of operations for the three month period ended March 31, 2010 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2010.


RECENT
ACCOUNTING PRONOUNCEMENTS





Management
believes that the adoption of any new relevant accounting pronouncements will
not have a material effect on the Company’s results of operations or its
financial position.





NOTE
3 – STOCKHOLDERS’ EQUITY





During
2005, the Company issued 100,000 warrants in conjunction with debt. This debt
was converted to stock in December 2005, and the warrants remain outstanding as
of March 31, 2010. At the time the warrants and debt were issued, the warrants
were valued using the Black-Scholes model, and the related value was not
material to the financial statement presentation.





The
Company has authorized 10,000,000 shares of preferred stock, par value $.001,
and 50,000,000 shares of common stock, par value $.001.





On April
4, 2008, the Company completed the sale of 1,000,000 shares of common stock
offered pursuant to a registration statement on Form S-1.  The
offering price was $0.15 per share and the Company received gross proceeds of
$150,000.





On March
25, 2010, the Company completed the sale of 100,000 shares of common stock to an
accredited investor.  The sale price was set at $0.15 per share and
the Company received gross proceeds of $15,000.












CASTWELL
PRECAST CORP. AND SUBSIDIARY
 NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)





On
March 31, 2010, the Company completed the sale of 70,000 shares of common stock
to an accredited investor.  The sale price was set at $0.15 per share
and the Company received gross proceeds of $10,500.
  As
of March 31, 2010 the Company had zero shares of preferred stock outstanding and
3,978,348 shares of common stock outstanding.





NOTE
4 – GENERAL & ADMINISTRATIVE EXPENSES





For the
three month period ended March 31, 2010, general and administrative expenses
consisted of the following:





Office
            $
            
            331Legal/Professional
            
            
            11,295Auto
            
            
            437Payroll
            
            
            19$
            
            12,082





For the
three month period ended March 31, 2009, general and administrative expenses
consisted of the following:





Office
            $
            
            393Legal/Professional
            
            
            7,838Supplies
            
            
            158Auto
            
            
            883Payroll
            
            
            2,430Rent
            
            
            800Utilities
            
            
            177$
            
            12,679





NOTE
5 – GOING CONCERN





The
Company incurred a net operating loss of $15,088 and $14,718 for the three month
periods ended March 31, 2010 and 2009, respectively, and has an accumulated
deficit of $291,109 as of March 31, 2010.  These conditions raise
substantial doubt about the ability of the Company to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of these
uncertainties.







Management’s
plans to overcome the Company’s negative cash flows from operating activities
and recurring operating losses include increased marketing activity in an
attempt to increase the Company’s sales of window wells in connection with
remodels as opposed to new construction, an attempt to identify other sources of
revenue to provide the Company with cash flow pending the recovery of the
housing market, and the reduction of operating expenses.  No assurances can
be given that the Company will be able to accomplish these objectives or that if
achieved, they will be adequate to eliminate the Company’s operating
losses.  If the Company is unable to stem its history of operating losses
before its capital is exhausted, it will be required to seek additional debt or
equity funding in order to continue its operations.  The Company has not
entered into any agreements or arrangement with regard to the provision of such
additional funding and no assurances can be given that such funding will be
available to the Company.




NOTE
6 – SUBSEQUENT EVENTS


The
Company has evaluated subsequent events through May 12, 2010, which is the date
the financial statements were issued.











Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.







The
following discussion and analysis provides information which management believes
is relevant to an assessment and understanding of our consolidated results of
operations and financial condition.  The discussion should be read in
conjunction with the consolidated financial statements and notes
thereto.





Forward
Looking Statements





This
report contains forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995.  These statements reflect the Company’s
views with respect to future events based upon information available to it at
this time.  These forward-looking statements are subject to certain
uncertainties and other factors that could cause actual results to differ
materially from these statements.  These uncertainties and other
factors include, but are not limited to the risk factors described herein under
the caption “Risk Factors.”  The words “anticipates,” “believes,”
“estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions
identify forward-looking statements.  Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date the statement was made.  The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, changes in assumptions, future events or
otherwise.





General





We were
incorporated on March 25, 2005 to engage in the business of manufacturing and
installing precast concrete window wells.  On April 4, 2008, we
completed the sale of 1,000,000 shares of common stock pursuant to a
registration statement on Form SB-2 from which we received gross proceeds of
$150,000 before deducting the costs of the offering.  Although we have
not yet operated on a profitable basis, the proceeds received from such offering
were sufficient to sustain our operations through December 31,
2009.  In March 2010, we sold 170,000 shares of our common stock in a
private transaction for $25,500 to provide the Company with additional working
capital.





Our
executive offices are located at the residence of our president and treasurer
for which we pay no rent.  Our manufacturing operations are located in
a manufacturing and warehouse facility owned by our vice president and located
at 11744 South 2700 West, Riverton, Utah.  We use approximately
one-third of the facility on a shared basis.  We originally paid rent
for such facility in the amount of $500 per month plus our share of utilities,
however the rent was subsequently reduced to $400 per month.  The
landlord has forgiven the rent for certain months during the first quarter of
2010 as a result of the downturn in our business.  We believe these
facilities will be adequate for the operation of our business for at least the
next twelve months.





Our
operations involve the manufacture, sale and installation of decorative pre-cast
concrete window wells.  Substantially all of such work is performed by
our officers with limited marketing assistance from an independent
contractor.  To date, we have not operated on a profitable
basis.





First
Quarter of 2010 Compared to First Quarter of 2009





As
discussed below, the housing crisis and the related drop in new residential
construction have substantially reduced the demand for our products and have had
a material adverse effect on our business and financial condition.  If
the housing crisis continues, it could further reduce our revenues, increase our
losses and force us to either obtain additional debt or equity capital or to
cease operations.  In March 2010, we sold170,000
shares of our common stock in a private transaction for $25,500 to provide the
Company with additional working capital.Except for the
foregoing, we have not entered into any agreement or arrangement for the
provision of additional debt or equity funding and no assurance can be given
that such funding would be available to us on acceptable terms or at
all.





During
the three months ended March 31, 2010, our revenues were $0 compared to revenues
of $2,620 for the three month’s ended March 31, 2009, a decrease of $2,620 or
100%.  The decrease is attributable to a lack of product sales during
the first quarter of 2010 as result of the troubled housing market and the
decrease in the construction of new homes.  For the three months ended
March 31, 2010, our gross profit was $0 compared to a gross profit for the three
months ended March 31, 2009 of $967, a decrease of $967 or 100%.  The
decrease in gross profit is due to our lack of revenues and costs of goods sold
during the first quarter of 2010.











During
the first quarter of 2010 our total operating expenses were $15,088 compared to
operating expenses of $15,685 for the first quarter of 2009, a decrease of
$597.  The decrease is primarily attributable to decreases in auto
expense, payroll and rent during 2010 which were offset by an increase in legal
and professional fees.





During
the three months ended March 31, 2010, our net loss was $15,088 compared to a
net loss of $14,718 for the three months ended March 31, 2009.





Liquidity
and Capital Resources





On a
consolidated basis, as of March 31, 2010, we had current assets in the form cash
in the amount of $26,063 and current liabilities in the form of accrued expenses
of $15,225, which resulted in net working capital of $10,838.  As of
December 31, 2009, we had cash in the amount of $1,362 and current liabilities
of $3,942, which resulted in a net working capital deficit of
$2,580.  The $13,418 increase in our working capital from December 31,
2009 to March 31, 2010 is primarily the result of the sale of common stock
during March 2010.





As
indicated in Note 5 to our financial statements, we incurred net operating
losses of $15,088 and $14,718 for the three months ended March 31, 2010 and
2009, respectively, and we have an accumulated deficit of $291,109 as of March
31, 2010.  In addition, we had no revenues for the three months ended March
31, 2010.  These conditions raise substantial doubt about our ability
to continue as a going concern.  The financial statements included with
this report do not include any adjustments that might result from the outcome of
these uncertainties.





At
December 31, 2009, we did not have sufficient resources to permit us to continue
our operations and we were dependent on the receipt of additional debt or equity
funding.  In March 2010, we sold 170,000 shares of our common stock in
two private transactions for $25,500 to provide the Company with additional
working capital, which we believe will permit us to continue our operations for
at least the next six months.  Except for the foregoing, we have not
entered into any agreement or arrangement for the provision of additional
funding and no assurance can be given that such funding will be available to us
on acceptable terms or at all.  As a result of the downturn in our
business, during the quarter ended March 3,1 2010, our officers agreed to forego
compensation pending an increase in operating revenue or our receipt of
additional financing.





Management’s
plans to overcome the Company’s working capital deficit, negative cash flows
from operating activities and recurring operating losses include increased
marketing activity in an attempt to increase the Company’s sales of window wells
in connection with remodels as opposed to new construction, an attempt to
identify other sources of revenue to provide the Company with cash flow pending
the recovery of the housing market, and the reduction of operating
expenses.  No assurances can be given that the Company will be able to
accomplish these objectives or that if achieved, they will be adequate to
eliminate the Company’s operating losses.  If the Company is unable to
stem its history of operating losses before its capital is exhausted, it will be
required to seek additional debt or equity funding in order to continue its
operations.  The Company has not entered into any agreements or
arrangement with regard to the provision of such additional funding and no
assurances can be given that such funding will be available to the
Company.




Cash
Flows





Operating
Activities





Net cash
used by operating activities was $799 for the first quarter of 2010 resulting
primarily from the net loss of $15,088 partially offset by $3,006 in
depreciation expense and an $11,283 increase in accrued expenses.  Net
cash used by operating activities was $9,476 during the first quarter of 2009
resulting primarily from the net loss of $14,718 partially offset by $3,006 in
depreciation expense and a $2,236 increase in accrued expenses.





Investing
Activities





There was
no net cash used by or provided by investing activities during the first quarter
of 2010 or 2009.












Financing
Activities





Net cash
provided by financing activities was $25,500 during the first quarter of 2010 as
a result of our sale of 170,000 shares of our common stock.  Net cash
provided by financing activities was $0 during the first quarter of
2009.





Condensed
Financial Statements





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted from the accompanying
financial statements.  It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company’s December 31, 2009 audited financial
statements.





Significant
Accounting Policies





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires our management to make
assumptions, estimates and judgments that affect the amounts reported in the
financial statements, including the notes thereto, and related disclosures of
commitments and contingencies, if any.  We consider our significant
accounting policies to be those that require the more significant judgments and
estimates in the preparation of financial statements, including the
following:





Revenue
Recognition





The
Company recognizes revenue upon delivery of its precast concrete
products.





Allowance
for Doubtful Accounts





The
allowance for doubtful accounts reflects the Company’s best estimate of probable
losses inherent in the accounts receivable balance. The Company determines the
allowance based on known troubled accounts, historical experience, and other
currently available evidence. As of March 31, 2010 and December 31, 2009, the
Company had a zero balance in the allowance for doubtful accounts.





Fair
Value of Financial Instruments





The
Company has determined that the book value of the Company’s financial
instruments at March 31, 2010 and December 31, 2009 approximates fair
value.





Use
of Estimates





In
preparing the Company’s financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the 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 materially differ from those
estimates.





Depreciation





The
Company’s fixed assets consist mainly of machinery and equipment used to produce
the concrete products it uses in its operations. The Company provides for
depreciation of its equipment by the straight-line method, using an estimated
useful life of 7 years.  Depreciation expense for the three months
ended March 31, 2010 and 2009 was $3,006 and $3,006, respectively.











Basic
and Diluted Earnings (Loss) Per Share





Basic
earnings (loss) per common share is computed by dividing net earnings available
to common stockholders by the weighted average number of common shares
outstanding. Diluted earnings (loss) per common share is computed similarly to
basic earnings (loss) per common share, except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive.  As of March 31, 2010 and December 31,
2009, the Company did not have any dilutive common stock
equivalents.





Income
Taxes





On March
31, 2010, the Company had a net operating loss available for carry forward of
$291,109. The tax benefit of approximately $101,888 from the loss carry forward
has been fully offset by a valuation reserve because the use of the future tax
benefit is doubtful as the Company has been unable to establish a projection of
operating profits for future years. The loss carryover will begin to expire in
2025.





Recent
Accounting Pronouncements





Management
believes that the adoption of any new relevant accounting pronouncements will
not have a material effect on the Company’s results of operations or its
financial position.





Off-Balance
Sheet Arrangements





The
Company has not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on its financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures, or capital resources that is material to
investors.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





Not
Applicable.  The Company is a “smaller reporting
company.”





Item
4T.  Controls and Procedures.





Evaluation of Disclosure Controls
and Procedures.  Under the supervision and with the
participation of our management, including our President and Treasurer, who
serves as our principal executive and principal financial officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered
by this report.  Based upon that evaluation, our President and Treasurer
concluded that our disclosure controls and procedures as of the end of the
period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Securities Exchange Act of 1934
is (i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our President and Treasurer, as
appropriate to allow timely decisions regarding disclosure. A controls system
cannot provide absolute assurance that the objectives of the controls system are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.





Changes in Internal Control Over
Financial Reporting.During the most recent quarter ended
March 31, 2010, there has been no change in our internal control over financial
reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) )
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.















In
conducting an evaluation of the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2009, our President and Treasurer
identified a weakness in the Company’s internal control, which arises from the
fact that the Company’s principal executive and principal financial officers are
the same person, which does not allow for segregation of duties.  The
President and Treasurer believes the weakness is mitigated by the limited number
of transactions each year and the engagement of an outside certified public
accounting firm to assist us with period end financial disclosure and reporting
processes and the preparation of quarterly financial statements.  As
such, our President and Treasurer does not believe the weakness has a material
effect on the accuracy and completeness of our financial reporting and
disclosure as included in this report or that the weakness constitutes a
material weakness such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or deterred on a timely basis.





Part
II—OTHER INFORMATION





Item
1. Legal Proceedings.





The
Company is not a party to any material pending legal proceedings and, to the
best of our knowledge, our properties are not the subject of any such
proceedings.





Item
1A.  Risk Factors.





See the
risk factors described in Item 1A of the Company’s annual report on Form 10-K
for the fiscal year ended December 31, 2009.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





During
March 2010, we sold 170,000 shares of our common stock to two accredited
investors for $25,500. Each of the investors represented that they were
“accredited investors” as defined in Rule 501 of Regulation D.  No
underwriter was involved in any of the foregoing transactions and the shares
were sold by the Company directly to the investors.  The shares were
sold without registration under the Securities Act of 1933, as amended (the
“Securities Act”), in reliance on the exemption from such registration
requirements provided by Section 4(2) of the Securities Act for transactions not
involving any public offering.  The shares were sold without general
advertising or solicitation, the purchasers acknowledged that they were
purchasing restricted securities which had not been registered under the
Securities Act and which were subject to certain restrictions on resale, and the
certificates representing  the shares were imprinted with the usual
and customary restricted stock legend.





Item
3. Defaults Upon Senior Securities.





Not
Applicable.





Item
4. (Removed and Reserved)





Item
5.  Other Information.





Not
Applicable.















Item
6. Exhibits





The
following documents are included as exhibits to this report:





(a)
Exhibits




Exhibit
              Number
            
            SEC
      Reference Number
            
            Title
      of Document
            
            Location31.1
            
            31
            
            Section
      302 Certification of Chief Executive and Chief Financial
      Officer
            
            This
      Filing32.1
            
            32
            
            Section
      1350 Certification of Chief Executive and Chief
              Financial
      Officer
            
            This
      Filing











SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.











Castwell
      Precast CorporationDate:  May
      12, 2010
            By/s/ Jason
      HaislipJason
      HaislipPresident
      and Treasurer(Principal
      Executive and Financial Officer)