##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No 001-32440
 RMX HOLDINGS, INC.
  Nevada
(State or other jurisdiction of 
incorporation or organization)
    
    86-0830443
(I.R.S. Employer Identification No.)
 4602 East Thomas Road
Phoenix, Arizona 85018
 (602) 249-5814
 þ o
 o o
  Large
accelerated filer o;
Accelerated
filer o;
Non-accelerated
filer þ;(Do not check if a smaller reporting company)
Smaller reporting company o o þ
  3,809,500 shares of Common Stock, $.001 par value per share




---



##### 



RMX HOLDINGS, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2010
 PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Balance Sheets  As of June 30, 2010 (Unaudited) and
December 31, 2009
    
    3Condensed Statements of Operations (Unaudited) 
 Six months and Three months ended
June 30, 2010 and 2009 and Changes in Stockholders Equity (Unaudited)
    
    4Condensed Statements of Cash Flows (Unaudited)  Six months ended
June 30, 2010 and 2009
    
    5Notes to Condensed Financial Statements
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    15Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
    
    20Item 4.
    
    Controls and Procedures
    
    21PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    21Item 1A.
    
    Risk Factors
    
    21Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    22Item 3.
    
    Defaults Upon Senior Securities
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    22Item 5.
    
    Other Information
    
    22Item 6.
    
    Exhibits
    
    22EX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 RMX HOLDINGS, INC.
CONDENSED BALANCE SHEETS
 June 30,
    
    
    December 31,2010
    
    
    2009(Unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    5,974,278
    
    
    $
    1,045,667Accounts receivable, net
    
    
    173,944
    
    
    
    3,047,204Inventory
    
    
    140,000
    
    
    
    1,298,336Prepaid expenses
    
    
    26,232
    
    
    
    770,763Income tax receivable
    
    
    2,236,771
    
    
    
    1,876,341Deferred tax asset
    
    
    420,431
    
    
    
    418,413Total current assets
    
    
    8,971,656
    
    
    
    8,456,724Property and equipment, net
    
    
    2,087,104
    
    
    
    12,536,014Refundable deposits
    
    
    
    
    
    
    79,037Deferred tax assets
    
    
    1,415,783
    
    
    
    641,710Total assets
    
    $
    12,474,543
    
    
    $
    21,713,485Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    39,476
    
    
    $
    1,556,215Accrued liabilities
    
    
    1,317,397
    
    
    
    725,963Notes payable
    
    
    
    
    
    
    6,317,322Due to affiliate
    
    
    
    
    
    
    7,289Total liabilities
    
    
    1,356,873
    
    
    
    8,606,789Commitments 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
    
    
    18,589,091
    
    
    
    18,557,636Accumulated deficit
    
    
    (7,475,231
    )
    
    
    (5,454,750
    )Total stockholders equity
    
    
    11,117,670
    
    
    
    13,106,696Total liabilities and
stockholders equity
    
    $
    12,474,543
    
    
    $
    21,713,485
  3




---



##### Table of Contents



RMX HOLDINGS, INC.
CONDENSED STATEMENTS OF OPERATIONS AND
CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
 Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue:Revenue
    
    $
    4,082,245
    
    
    $
    15,457,315
    
    
    $
    
    
    
    $
    6,758,265Revenue  related parties
    
    
    7,481
    
    
    
    6,383
    
    
    
    
    
    
    
    1,331Total revenue
    
    
    4,089,726
    
    
    
    15,463,698
    
    
    
    
    
    
    
    6,759,596Cost of revenue
    
    
    6,676,095
    
    
    
    18,884,040
    
    
    
    226,586
    
    
    
    8,676,153Gross loss
    
    
    (2,586,369
    )
    
    
    (3,420,342
    )
    
    
    (226,586
    )
    
    
    (1,916,557
    )General and administrative expenses
    
    
    (1,313,683
    )
    
    
    (1,769,207
    )
    
    
    (348,373
    )
    
    
    (826,830
    )Gain on sale of assets
    
    
    1,336,578
    
    
    
    36,242
    
    
    
    931,635
    
    
    
    5,279Lease minimum expense
    
    
    (696,654
    )
    
    
    
    
    
    
    
    
    
    
    Income (loss) from operations
    
    
    (3,260,128
    )
    
    
    (5,153,307
    )
    
    
    356,676
    
    
    
    (2,738,108
    )Other income (expense):Interest income
    
    
    7,077
    
    
    
    9,248
    
    
    
    6,671
    
    
    
    3,292Interest expense
    
    
    (27,948
    )
    
    
    (51,846
    )
    
    
    (4,417
    )
    
    
    (27,277
    )Other income
    
    
    123,998
    
    
    
    158,453
    
    
    
    55,500
    
    
    
    98,371103,127
    
    
    
    115,855
    
    
    
    57,754
    
    
    
    74,386Income (loss) before income taxes
    
    
    (3,157,001
    )
    
    
    (5,037,452
    )
    
    
    414,430
    
    
    
    (2,663,722
    )Income tax provision (benefit)
    
    
    (1,136,520
    )
    
    
    (1,712,734
    )
    
    
    149,195
    
    
    
    (858,216
    )Net income (loss)
    
    $
    (2,020,481
    )
    
    $
    (3,324,718
    )
    
    $
    265,235
    
    
    $
    (1,805,506
    )Basic net income (loss) per common share
    
    $
    (0.53
    )
    
    $
    (0.87
    )
    
    $
    0.07
    
    
    $
    (0.47
    )Diluted net income (loss) per common share
    
    $
    (0.53
    )
    
    $
    (0.87
    )
    
    $
    0.07
    
    
    $
    (0.47
    )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
 Common StockNumber of
    
    
    
    
    
    
    AdditionalShares
    
    
    
    
    
    
    Paid-in
    
    
    AccumulatedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    DeficitBalance at January 1, 2010
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,557,636
    
    
    $
    (5,454,750
    )Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    31,455
    
    
    
    Net loss for the six months
ended June 30, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,020,481
    )Balance at June 30, 2010
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,589,091
    
    
    $
    (7,475,231
    )
  4




---



##### Table of Contents



RMX HOLDINGS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six months endedJune 30,2010
    
    
    2009Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    7,272,093
    
    
    $
    18,858,142Cash paid to suppliers and employees
    
    
    (7,100,534
    )
    
    
    (18,998,049
    )Taxes paid
    
    
    
    
    
    
    Taxes refunded
    
    
    
    
    
    
    1,026,138Interest received
    
    
    7,077
    
    
    
    9,248Interest paid
    
    
    (27,948
    )
    
    
    (51,846
    )Net cash provided by operating activities
    
    
    150,688
    
    
    
    843,633Cash flows from investing activities:Purchase of property and equipment
    
    
    
    
    
    
    (11,372
    )Proceeds received from sale of assets
    
    
    9,333,411
    
    
    
    Cash received from sale of equipment
    
    
    1,769,123
    
    
    
    88,872Net cash provided by investing activities
    
    
    11,102,534
    
    
    
    77,500Cash flows from financing activities:Repayment of due to affiliate
    
    
    (7,289
    )
    
    
    (247,967
    )Repayment of notes payable
    
    
    (6,317,322
    )
    
    
    (1,384,956
    )Net cash used in financing activities
    
    
    (6,324,611
    )
    
    
    (1,632,923
    )Net increase
(decrease) in cash and cash equivalents
    
    
    4,928,611
    
    
    
    (711,790
    )Cash and cash equivalents at beginning of period
    
    
    1,045,667
    
    
    
    4,204,280Cash and cash equivalents at end of period
    
    $
    5,974,278
    
    
    $
    3,492,490Reconciliation of net loss to net cash provided by
 operating activities:Net loss
    
    $
    (2,020,481
    )
    
    $
    (3,324,718
    )Adjustments to reconcile net loss to net cash
provided by  operating activities:Depreciation and amortization
    
    
    682,954
    
    
    
    2,332,892Gain on sale of equipment
    
    
    (120,690
    )
    
    
    (36,242
    )Gain on sale of assets
    
    
    (1,215,888
    )
    
    
    Deferred taxes, net
    
    
    (776,091
    )
    
    
    (741,368
    )Stock-based compensation expense
    
    
    31,455
    
    
    
    108,575Provision for doubtful accounts
    
    
    (185,109
    )
    
    
    (430,381
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    3,058,369
    
    
    
    3,235,991Prepaid expenses
    
    
    744,531
    
    
    
    (75,517
    )Inventory
    
    
    1,158,336
    
    
    
    (231,175
    )Income tax receivable
    
    
    (360,430
    )
    
    
    54,772Refundable deposits
    
    
    79,037
    
    
    
    Accounts payable
    
    
    (1,516,739
    )
    
    
    (179,417
    )Accrued liabilities
    
    
    591,434
    
    
    
    130,221Net cash provided by operating activities
    
    $
    150,688
    
    
    $
    843,633
  5




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates:
 Presentation of Interim Information:
  Seasonal Variations:
  Nature of Corporation:
  Reclassifications
  Accounting Estimates:
   Revenue Recognition:
  
    
    The contract has been evidenced by the customers signature on the delivery ticket;
    
    A price per unit has been determined; and
    
    Collectability has been reasonably assured either by credit authorization of the
customer or by COD terms.
   6




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 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.
 Fair Value of Financial Instruments:
   Recent Accounting Pronouncements
   7




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Recent Accounting Pronouncements (Continued):
   2. Sale Transaction Information:
    8




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 3. Stock-Based Compensation:
   Equity Incentive Plan:
    Awards granted prior toJanuary 1, 2010Dividend yield
    
    
    0
    %Expected volatility
    
    
    21.4% - 66.4
    %Weighted-average volatility
    
    
    40.71
    %Risk-free interest rate
    
    
    1.99% - 5.00
    %Expected life of options (in years)
    
    
    3-5Weighted-average grant-date fair value
    
    $
    2.02
  Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise Price
    
    
    Contractual
    
    
    Fair
    
    
    IntrinsicShares
    
    
    per Share
    
    
    Term (1)
    
    
    Value
    
    
    Value (2)Outstanding January 1, 2010
    
    
    550,375
    
    
    $
    7.67
    
    
    
    2.08
    
    
    $
    1,129,304Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (267,125
    )
    
    
    8.82
    
    
    
    
    
    
    
    (466,714
    )Outstanding June 30, 2010
    
    
    283,250
    
    
    $
    6.58
    
    
    
    2.54
    
    
    $
    662,590
    
    
    $
    Exercisable June 30, 2010
    
    
    214,582
    
    
    $
    7.96
    
    
    
    2.16
    
    
    $
    581,602
    
    
    $
    
 
 (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
June 30, 2010, for those awards that have an exercise price currently below the closing
price as of June 30, 2010. Awards with an exercise price above the closing price as of
June 30, 2010 are considered to have no intrinsic value. 9




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 3. Stock-Based Compensation (Continued):
  Weighted AverageGrant-DateShares
    
    Fair ValueNonvested stock options at January 1, 2010
    
    
    167,500
    
    
    $
    1.15Granted
    
    
    
    
    
    
    Vested
    
    
    (55,834
    )
    
    
    1.15Forfeited
    
    
    (42,998
    )
    
    
    1.11Nonvested stock options at June 30, 2010
    
    
    68,668
    
    
    $
    1.18
  2010
    
    2009Number of options to purchase shares granted
    
    
    
    
    
    
    215,000Weighted-average grant-date fair value
    
    $
    
    
    
    $
    1.15Number of options to purchase shares exercised
    
    
    
    
    
    
    Aggregate intrinsic value of options exercised
    
    $
    
    
    
    $
    Number of options to purchase shares vested
    
    
    44,167
    
    
    
    20,000Aggregate fair value of options vested
    
    $
    49,425
    
    
    $
    22,200
  4. Statement of Cash Flows:
 Non-Cash Investing and Financing Activities:
   10




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 5. Notes Payable:
  June 30,
    
    
    December 31,2010
    
    
    20097.99% note payable, with monthly principal payments of
$14,362 plus interest, due March 25, 2011, collateralized
by equipment
    
    $
    
    
    
    $
    272,8768.14% note payable, with monthly principal payments of
$30,470 plus interest, due March 28, 2011, collateralized
by equipment
    
    
    
    
    
    
    578,9388.45% notes payable, with combined monthly principal
payments of $20,922 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    
    
    
    
    374,3757.46% note payable, with a monthly payment of $13,867, due
May 26, 2021, collateralized by a building and land
    
    
    
    
    
    
    1,274,4917.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    
    
    
    
    290,9057.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment
    
    
    
    
    
    
    1,468,5917.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment
    
    
    
    
    
    
    161,2607.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment
    
    
    
    
    
    
    103,3296.25% notes payable, with combined monthly principal
payments of $5,705 plus interest, due January 28, 2012,
collateralized by equipment
    
    
    
    
    
    
    165,4555.39% note payable, with monthly principal payments of
$2,695 plus interest, due March 21, 2012,
collateralized by equipment
    
    
    
    
    
    
    83,5495.65% note payable, with monthly principal payments of
$11,440 plus interest, due April 18, 2013,
collateralized by equipment
    
    
    
    
    
    
    503,379$
    
    
    
    $
    5,277,148
 11




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 5. Notes Payable (Continued):
  June 30,
    
    
    December 31,2010
    
    
    2009Total from previous page
    
    $
    
    
    
    $
    5,277,1486.25% note payable, with monthly principal payments of
$5,448 plus interest, due June 26, 2011,
collateralized by equipment
    
    
    
    
    
    
    119,8496.80% notes payable, with combined monthly principal
payments of $9,782 plus interest, due June 26, 2013 and
June 26, 2014, collateralized by equipment
    
    
    
    
    
    
    548,4146.99% note payable, with monthly principal payments of
$2,420 plus interest, due November 30, 2013,
collateralized by equipment
    
    
    
    
    
    
    123,4306.99% notes payable, with combined monthly principal
payments of $4,778 plus interest, due December 29,
2013,
collateralized by equipment
    
    
    
    
    
    
    248,481
    
    
    
    6,317,322Less: current portion
    
    
    
    
    
    
    (6,317,322
    )$
    
    
    
    $
    
  6. Commitments:
   12




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 6. Commitments (Continued):
   7. Earnings (Loss) per Share:
   Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average common shares
outstanding
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500Dilutive effect of:Stock options and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares
outstanding assuming dilution
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
   13




---



##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 8. Income Taxes:
   9. Subsequent Events:
   14




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statement Disclosure
    General
   Overview
   15




---



##### Table of Contents



Critical Accounting Policies, Estimates and Judgments
      16




---



##### Table of Contents



New Accounting Pronouncements
  17




---



##### Table of Contents



Results of Operations
  (dollars in thousands)
    
    Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)Revenue
    
    $
    4,082
    
    
    
    99.9
    %
    
    $
    15,457
    
    
    
    99.9
    %
    
    $
    
    
    
    
    0.0
    %
    
    $
    6,758
    
    
    
    99.9
    %Related party revenue
    
    
    7
    
    
    
    0.1
    %
    
    
    7
    
    
    
    0.1
    %
    
    
    
    
    
    
    0.0
    %
    
    
    2
    
    
    
    0.1
    %Total revenue
    
    
    4,089
    
    
    
    100.0
    %
    
    
    15,464
    
    
    
    100.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    6,760
    
    
    
    100.0
    %Gross loss
    
    
    (2,586
    )
    
    
    -63.2
    %
    
    
    (3,420
    )
    
    
    -22.1
    %
    
    
    (227
    )
    
    
    0.0
    %
    
    
    (1,917
    )
    
    
    -28.4
    %General and
administrative expenses
    
    
    1,314
    
    
    
    32.1
    %
    
    
    1,769
    
    
    
    11.4
    %
    
    
    348
    
    
    
    0.0
    %
    
    
    827
    
    
    
    12.2
    %Gain on sale of fixed assets
    
    
    1,337
    
    
    
    32.7
    %
    
    
    36
    
    
    
    0.2
    %
    
    
    932
    
    
    
    0.0
    %
    
    
    5
    
    
    
    0.1
    %Income (loss) from operations
    
    
    (3,260
    )
    
    
    -79.7
    %
    
    
    (5,153
    )
    
    
    -33.3
    %
    
    
    357
    
    
    
    0.0
    %
    
    
    (2,738
    )
    
    
    -40.5
    %Interest income
    
    
    7
    
    
    
    0.2
    %
    
    
    9
    
    
    
    0.1
    %
    
    
    7
    
    
    
    0.0
    %
    
    
    3
    
    
    
    0.1
    %Interest expense
    
    
    (28
    )
    
    
    -0.7
    %
    
    
    (52
    )
    
    
    -0.3
    %
    
    
    (4
    )
    
    
    0.0
    %
    
    
    (27
    )
    
    
    -0.4
    %Income tax provision (benefit)
    
    
    (1,137
    )
    
    
    -27.8
    %
    
    
    (1,713
    )
    
    
    11.1
    %
    
    
    149
    
    
    
    0.0
    %
    
    
    (858
    )
    
    
    12.7
    %Net income (loss)
    
    $
    (2,020
    )
    
    
    -49.4
    %
    
    $
    (3,325
    )
    
    
    -21.5
    %
    
    $
    265
    
    
    
    0.0
    %
    
    $
    (1,806
    )
    
    
    -26.7
    %Depreciation and
amortization
    
    $
    683
    
    
    
    16.7
    %
    
    $
    2,333
    
    
    
    15.1
    %
    
    $
    13
    
    
    
    0.0
    %
    
    $
    1,135
    
    
    
    16.8
    %
 Six months ended June 30, 2010 compared to six months ended June 30, 2009
 Revenue
 Gross Loss.
 18




---



##### Table of Contents



Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Loss.
 Three Months Ended June 30, 2010 compared to Three Months Ended June 30, 2009
     Liquidity and Capital Resources
    19




---



##### Table of Contents



(dollars in thousands)
    
    Six months ended June 30,2010
    
    2009(Unaudited)Cash flows provided by operating
activities
    
    $
    151
    
    
    $
    844Cash flows provided by investing activities
    
    
    11,103
    
    
    
    78Cash flows used in financing activities
    
    
    (6,325
    )
    
    
    (1,633
    )
    Website Access
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    20




---



##### Table of Contents



Item 4. Controls and Procedures
     
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  On August 12, 2010, NYSE Amex LLC removed the Companys common stock from listing and
registration because the Company no longer complies with the requirements for continued listing.
  Payment of the special dividend of $1.32 per share will likely impact the value of our common
stock because we no longer have on-going business operations.
  21




---



##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. (Removed and Reserved)
 
 Item 5. Other Information
  
 Item 6. Exhibits
  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
 22




---



##### Table of Contents



SIGNATURE
  RMX HOLDINGS, INC.
(Registrant)By
    /s/ Bradley E. LarsonBradley E. LarsonChief Executive Officer
(Principal Executive Officer)August 16, 2010By
    /s/ David D. DotyDavid D. DotyChief  Financial Officer, Secretary
and Treasurer
(Principal Accounting Officer)August 16, 2010 23