##### 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 March 31, 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
    
    86-0830443(State or other jurisdiction of 
incorporation or organization)
    
    (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;
    
    Smaller reporting company o(Do
not check if a smaller reporting company)
 o þ
  3,809,500 shares of Common Stock, $.001 par value per share




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##### 



RMX HOLDINGS, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2010
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets  As of March 31, 2010 (Unaudited) and
December 31, 2009
    
    
    3Condensed Statements of Operations (Unaudited)  Three months ended
March 31, 2010 and 2009 and Changes in Stockholders Equity
(Unaudited)
    
    
    4Condensed Statements of Cash Flows (Unaudited)  Three months ended
March 31, 2010 and 2009
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    27EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 RMX HOLDINGS, INC.
CONDENSED BALANCE SHEETS
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    330,741
    
    
    $
    1,045,667Accounts receivable, net
    
    
    2,261,157
    
    
    
    3,047,204Inventory
    
    
    1,148,478
    
    
    
    1,298,336Prepaid expenses
    
    
    520,357
    
    
    
    770,763Income tax receivable
    
    
    2,236,771
    
    
    
    1,876,341Deferred tax asset
    
    
    419,418
    
    
    
    418,413Total current assets
    
    
    6,916,922
    
    
    
    8,456,724Property and equipment, net
    
    
    10,217,334
    
    
    
    12,536,014Refundable deposits
    
    
    45,552
    
    
    
    79,037Deferred tax assets
    
    
    1,565,992
    
    
    
    641,710Total assets
    
    $
    18,745,800
    
    
    $
    21,713,485Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    1,996,834
    
    
    $
    1,556,215Accrued liabilities
    
    
    1,156,340
    
    
    
    725,963Notes payable
    
    
    4,756,005
    
    
    
    6,317,322Due to affiliate
    
    
    
    
    
    
    7,289Total current liabilities
    
    
    7,909,179
    
    
    
    8,606,789Notes payable, less current portion
    
    
    
    
    
    
    Deferred tax liability
    
    
    
    
    
    
    Total liabilities
    
    
    7,909,179
    
    
    
    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
    
    
    18,573,277
    
    
    
    18,557,636Accumulated deficit
    
    
    (7,740,466
    )
    
    
    (5,454,750
    )Total stockholders equity
    
    
    10,836,621
    
    
    
    13,106,696Total
liabilities and stockholders equity
    
    $
    18,745,800
    
    
    $
    21,713,485
  3




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##### Table of Contents



RMX HOLDINGS, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS AND
 CHANGES IN STOCKHOLDERS EQUITY
 (Unaudited)
 Three months endedMarch 31,2010
    
    
    2009Revenue:Revenue
    
    $
    4,082,245
    
    
    $
    8,699,050Revenue  related parties
    
    
    7,481
    
    
    
    5,052Total revenue
    
    
    4,089,726
    
    
    
    8,704,102Cost of revenue
    
    
    6,449,509
    
    
    
    10,207,887Gross loss
    
    
    (2,359,783
    )
    
    
    (1,503,785
    )General and administrative expenses
    
    
    (965,310
    )
    
    
    (942,377
    )Gain on sale of assets
    
    
    404,943
    
    
    
    30,963Lease minimum expense
    
    
    (696,654
    )
    
    
    Loss from operations
    
    
    (3,616,804
    )
    
    
    (2,415,199
    )Other income (expense):Interest income
    
    
    406
    
    
    
    5,956Interest expense
    
    
    (23,531
    )
    
    
    (24,569
    )Other income
    
    
    68,498
    
    
    
    60,08245,373
    
    
    
    41,469Loss before income taxes
    
    
    (3,571,431
    )
    
    
    (2,373,730
    )Income tax benefit
    
    
    1,285,715
    
    
    
    854,518Net loss
    
    $
    (2,285,716
    )
    
    $
    (1,519,212
    )Basic net loss per common share
    
    $
    (0.60
    )
    
    $
    (0.40
    )Diluted net loss per common share
    
    $
    (0.60
    )
    
    $
    (0.40
    )Basic weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    3,809,500Diluted weighted average common
shares outstanding
    
    
    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
    
    
    
    
    
    
    
    
    
    
    15,641
    
    
    
    Net loss for the three months
ended March 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,285,716
    )Balance at March 31, 2010
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,573,277
    
    
    $
    (7,740,466
    )
  4




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##### Table of Contents



RMX HOLDINGS, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three months endedMarch 31,2010
    
    
    2009Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    4,947,033
    
    
    $
    10,652,521Cash paid to suppliers and employees
    
    
    (6,123,601
    )
    
    
    (10,456,002
    )Taxes paid
    
    
    
    
    
    
    (45
    )Interest received
    
    
    406
    
    
    
    5,956Interest paid
    
    
    (23,531
    )
    
    
    (24,569
    )Net cash provided by (used in) operating activities
    
    
    (1,199,693
    )
    
    
    177,861Cash flows from investing activities:Purchase of property and equipment
    
    
    
    
    
    
    (11,372
    )Cash received from sale of equipment
    
    
    2,053,373
    
    
    
    52,204Net cash provided by investing activities
    
    
    2,053,373
    
    
    
    40,832Cash flows from financing activities:Repayment of due to affiliate
    
    
    (7,289
    )
    
    
    (107,067
    )Repayment of notes payable
    
    
    (1,561,317
    )
    
    
    (783,639
    )Net cash used in financing activities
    
    
    (1,568,606
    )
    
    
    (890,706
    )Net decrease in cash and cash equivalents
    
    
    (714,926
    )
    
    
    (672,013
    )Cash and cash equivalents at beginning of period
    
    
    1,045,667
    
    
    
    4,204,280Cash and cash equivalents at end of period
    
    $
    330,741
    
    
    $
    3,532,267Reconciliation of net loss to net cash provided by
(used in) operating activities:Net loss
    
    $
    (2,285,716
    )
    
    $
    (1,519,212
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    670,248
    
    
    
    1,197,899Gain on sale of equipment
    
    
    (404,943
    )
    
    
    (30,963
    )Deferred taxes, net
    
    
    (925,285
    )
    
    
    (11,988
    )Stock-based compensation expense
    
    
    15,641
    
    
    
    49,950Provision for doubtful accounts
    
    
    (2,762
    )
    
    
    (270,417
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    788,809
    
    
    
    1,888,337Prepaid expenses
    
    
    250,406
    
    
    
    (942,287
    )Inventory
    
    
    149,858
    
    
    
    (312,165
    )Income tax receivable
    
    
    (360,430
    )
    
    
    (842,575
    )Refundable deposits
    
    
    33,485
    
    
    
    Accounts payable
    
    
    440,619
    
    
    
    (171,864
    )Accrued liabilities
    
    
    430,377
    
    
    
    1,143,146Net cash provided by (used in) operating activities
    
    $
    (1,199,693
    )
    
    $
    177,861
  5




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##### 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




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##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 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




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##### 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. Unaudited Pro Forma Sale Transaction Information:
      8




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##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Unaudited Pro Forma Sale Transaction Information (Continued):
  
 Pro FormaHistorical
    
    
    Adjustments
    
    
    Pro FormaAssets:Current assets:Cash and cash equivalents
    
    $
    330,741
    
    
    $
    5,998,975
    (1)
    
    $
    6,329,716Accounts receivable, net
    
    
    2,261,157
    
    
    
    (2,087,213
    ) (2)
    
    
    173,944Inventory
    
    
    1,148,478
    
    
    
    (1,008,478
    ) (2)
    
    
    140,000Prepaid expenses
    
    
    520,357
    
    
    
    (454,514
    ) (2)
    
    
    65,843Income tax receivable
    
    
    2,236,771
    
    
    
    (1,107,000
    ) (2)
    
    
    1,129,771Deferred tax asset
    
    
    419,418
    
    
    
    
    
    
    
    419,418Total current assets
    
    
    6,916,922
    
    
    
    1,341,770
    
    
    
    8,258,692Property and equipment, net
    
    
    10,217,334
    
    
    
    (8,117,524
    ) (2)
    
    
    2,099,810Refundable deposits
    
    
    45,552
    
    
    
    (5,500
    ) (2)
    
    
    40,052Deferred tax assets
    
    
    1,565,992
    
    
    
    
    
    
    
    1,565,992Total assets
    
    $
    18,745,800
    
    
    $
    (6,781,254
    )
    
    $
    11,964,546Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    1,996,834
    
    
    $
    (1,996,834
    ) (2)
    
    $
    Accrued liabilities
    
    
    1,156,340
    
    
    
    (1,145,904
    ) (2)
    
    
    10,436Notes payable
    
    
    4,756,005
    
    
    
    (4,756,005
    ) (2)
    
    
    Total current liabilities
    
    
    7,909,179
    
    
    
    (7,898,743
    )
    
    
    10,436Notes payable, less current portion
    
    
    
    
    
    
    
    
    
    
    Total liabilities
    
    
    7,909,179
    
    
    
    (7,898,743
    )
    
    
    10,436Commitments 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
    
    
    18,573,277
    
    
    
    
    
    
    
    18,573,277Accumulated deficit
    
    
    (7,740,466
    )
    
    
    1,117,489
    
    
    
    (6,622,977
    )Total stockholders equity
    
    
    10,836,621
    
    
    
    1,117,489
    
    
    
    11,954,110Total liabilities and
stockholders equity
    
    $
    18,745,800
    
    
    $
    (6,781,254
    )
    
    $
    11,964,546
 9




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##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Unaudited Pro Forma Sale Transaction Information (Continued):
 
 Pro FormaHistorical
    
    
    Adjustments
    
    
    Pro FormaRevenue:Revenue
    
    $
    4,082,245
    
    
    $
    (4,082,245
    ) (3)
    
    $
    Revenue  related parties
    
    
    7,481
    
    
    
    (7,481
    ) (3)
    
    
    Total revenue
    
    
    4,089,726
    
    
    
    (4,089,726
    )
    
    
    Cost of revenue
    
    
    6,449,509
    
    
    
    (6,449,509
    ) (3)
    
    
    Gross loss
    
    
    (2,359,783
    )
    
    
    2,359,783
    
    
    
    General and administrative expenses
    
    
    (965,310
    )
    
    
    777,930
    (3)
    
    
    (187,380
    )Gain (loss) on sale of assets
    
    
    404,943
    
    
    
    (844,943
    ) (3)
    
    
    (440,000
    )Lease minimum expense
    
    
    (696,654
    )
    
    
    149,100
    
    
    
    (547,554
    )Loss from operations
    
    
    (3,616,804
    )
    
    
    2,441,870
    
    
    
    (1,174,934
    )Other income (expense):Interest income
    
    
    406
    
    
    
    14,594
    (4)
    
    
    15,000Interest expense
    
    
    (23,531
    )
    
    
    23,531
    (4)
    
    
    Other income
    
    
    68,498
    
    
    
    (14,498
    ) (3)
    
    
    54,00045,373
    
    
    
    23,627
    
    
    
    69,000Loss before income taxes
    
    
    (3,571,431
    )
    
    
    2,465,497
    
    
    
    (1,105,934
    )Income tax benefit
    
    
    1,285,715
    
    
    
    (887,579
    ) (3)
    
    
    398,136Net loss
    
    $
    (2,285,716
    )
    
    $
    1,577,918
    
    
    $
    (707,798
    )Basic net loss per common share
    
    $
    (0.60
    )
    
    
    
    
    
    $
    (0.19
    )Diluted net loss per common share
    
    $
    (0.60
    )
    
    
    
    
    
    $
    (0.19
    )Basic weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    
    
    
    
    3,809,500Diluted weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    
    
    
    
    3,809,500
 10




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##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Unaudited Pro Forma Sale Transaction Information (Continued):
 
 Pro FormaHistorical
    
    
    Adjustments
    
    
    Pro FormaAssets:Current assets:Cash and cash equivalents
    
    $
    1,045,667
    
    
    $
    5,284,049
    (5)
    
    $
    6,329,716Accounts receivable, net
    
    
    3,047,204
    
    
    
    (2,873,260
    ) (6)
    
    
    173,944Inventory
    
    
    1,298,336
    
    
    
    (1,158,336
    ) (6)
    
    
    140,000Prepaid expenses
    
    
    770,763
    
    
    
    (693,170
    ) (6)
    
    
    77,593Income tax receivable
    
    
    1,876,341
    
    
    
    (746,570
    ) (6)
    
    
    1,129,771Deferred tax asset
    
    
    418,413
    
    
    
    
    
    
    
    418,413Total current assets
    
    
    8,456,724
    
    
    
    (187,287
    )
    
    
    8,269,437Property and equipment, net
    
    
    12,536,014
    
    
    
    (10,436,204
    ) (6)
    
    
    2,099,810Refundable deposits
    
    
    79,037
    
    
    
    (38,985
    ) (6)
    
    
    40,052Deferred tax assets
    
    
    641,710
    
    
    
    
    
    
    
    641,710Total assets
    
    $
    21,713,485
    
    
    $
    (10,662,476
    )
    
    $
    11,051,009Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    1,556,215
    
    
    $
    (1,556,215
    ) (6)
    
    $
    Accrued liabilities
    
    
    725,963
    
    
    
    (715,527
    ) (6)
    
    
    10,436Notes payable
    
    
    6,317,322
    
    
    
    (6,317,322
    ) (6)
    
    
    Due to affiliate
    
    
    7,289
    
    
    
    (7,289
    ) (6)
    
    
    Total current liabilities
    
    
    8,606,789
    
    
    
    (8,596,353
    )
    
    
    10,436Notes payable, less current portion
    
    
    
    
    
    
    
    
    
    
    Deferred tax liability
    
    
    
    
    
    
    
    
    
    
    Total liabilities
    
    
    8,606,789
    
    
    
    (8,596,353
    )
    
    
    10,436Commitments 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
    
    
    
    
    
    
    
    18,557,636Accumulated deficit
    
    
    (5,454,750
    )
    
    
    (2,066,123
    )
    
    
    (7,520,873
    )Total stockholders equity
    
    
    13,106,696
    
    
    
    (2,066,123
    )
    
    
    11,040,573Total liabilities and
stockholders equity
    
    $
    21,713,485
    
    
    $
    (10,662,476
    )
    
    $
    11,051,009
 11




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##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Unaudited Pro Forma Sale Transaction Information (Continued):
 
 Pro FormaHistorical
    
    
    Adjustments
    
    
    Pro FormaRevenue:Revenue
    
    $
    26,994,749
    
    
    $
    (26,994,749
    ) (7)
    
    $
    Revenue  related parties
    
    
    10,201
    
    
    
    (10,201
    ) (7)
    
    
    Total revenue
    
    
    27,004,950
    
    
    
    (27,004,950
    )
    
    
    Cost of revenue
    
    
    34,309,472
    
    
    
    (34,309,472
    ) (7)
    
    
    Gross loss
    
    
    (7,304,522
    )
    
    
    7,304,522
    
    
    
    General and administrative expenses
    
    
    (3,303,888
    )
    
    
    2,585,368
    (7)
    
    
    (718,520
    )Loss on sale of assets
    
    
    (374,275
    )
    
    
    (65,725
    ) (8)
    
    
    (440,000
    )Lease minimum expense
    
    
    
    
    
    
    (44,506
    ) (8)
    
    
    (44,506
    )Impairment of assets
    
    
    (6,235,903
    )
    
    
    6,235,903
    (7)
    
    
    Loss from operations
    
    
    (17,218,588
    )
    
    
    16,015,562
    
    
    
    (1,203,026
    )Other income (expense):Interest income
    
    
    12,486
    
    
    
    47,514
    (9)
    
    
    60,000Interest expense
    
    
    (101,891
    )
    
    
    101,891
    (9)
    
    
    Other income
    
    
    322,773
    
    
    
    (106,773
    ) (7)
    
    
    216,000233,368
    
    
    
    42,632
    
    
    
    276,000Loss before income taxes
    
    
    (16,985,220
    )
    
    
    16,058,194
    
    
    
    (927,026
    )Income tax benefit
    
    
    3,455,677
    
    
    
    (3,121,948
    ) (7)
    
    
    333,729Net loss
    
    $
    (13,529,543
    )
    
    $
    12,936,246
    
    
    $
    (593,297
    )Basic net loss per common share
    
    $
    (3.55
    )
    
    
    
    
    
    $
    (0.16
    )Diluted net loss per common share
    
    $
    (3.55
    )
    
    
    
    
    
    $
    (0.16
    )Basic weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    
    
    
    
    3,809,500Diluted weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    
    
    
    
    3,809,500
 Managements Assumptions:
   (1)
    
    Reflects the cash proceeds received from the Asset Sale net of operating cash
balances at March 31, 2010, transaction costs, debt repayments and amounts paid related
to lease minimum expenses.
 12




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RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Unaudited Pro Forma Sale Transaction Information (Continued):
 Managements Assumptions (Continued):
 (2)
    
    Reflects the removal of assets and liabilities sold or disposed with the sale
as if the sale was consummated on March 31, 2010.
 (3)
    
    Reflects the removal of the operations and related operational changes to the
Company as a result of the sale as if the transaction was consummated on January 1,
2010.
 (4)
    
    Reflects the removal of interest expense and related interest charges as if the
debt was assumed as of January 1, 2010 and reflects interest income earned, assuming a
1% yield, on cash balances received from the proceeds of the sale received on January
1, 2010.
 (5)
    
    Reflects the cash proceeds received from the Asset Sale net of operating cash
balances at December 31, 2009, transaction costs, debt repayments and amounts paid
related to lease minimum expenses.
 (6)
    
    Reflects the removal of assets and liabilities sold or disposed with the sale
as if the sale was consummated on December 31, 2009.
 (7)
    
    Reflects the removal of the operations and related operational changes to the
Company as a result of the sale as if the transaction was consummated on January 1,
2009.
 (8)
    
    Reflects nonrecurring costs associated with the sale but incurred after the
completion of the sale specifically related to the sale of certain equipment and the
payment of certain lease minimum requirements.
 (9)
    
    Reflects the removal of interest expense and related interest charges as if the
debt was assumed as of January 1, 2009 and reflects interest income earned, assuming a
1% yield, on cash balances received from the proceeds of the sale received on January
1, 2009.
   Proceeds pursuant to Purchase Agreement
    
    $
    9,750,000Sale of batch plant facility pursuant to Letter Agreement
    
    
    125,000Less:
    
    
    Repayment of building mortgage in full
    
    
    (1,260,478
    )Lease minimum costs
    
    
    (992,494
    )Batch plant facility lease buy-out
    
    
    (104,743
    )Transaction expenses
    
    
    (1,187,569
    )$
    6,329,716
  13




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##### 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
    
    
    (202,625
    )
    
    
    11.00
    
    
    
    
    
    
    
    (395,119
    )Outstanding March 31, 2010
    
    
    347,750
    
    
    $
    5.73
    
    
    
    3.00
    
    
    $
    734,185
    
    
    $
    1,850Exercisable March 31, 2010
    
    
    224,417
    
    
    $
    7.66
    
    
    
    2.47
    
    
    $
    590,535
    
    
    $
    883
 
 (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
March 31, 2010, for those awards that have an exercise price currently below the
closing price as of March 31, 2010. Awards with an exercise price above the closing
price as of March 31, 2010 are considered to have no intrinsic value. 14




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##### 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
    
    
    (44,167
    )
    
    
    1.12Forfeited
    
    
    
    
    
    
    Nonvested stock options at March 31, 2010
    
    
    123,333
    
    
    $
    1.16
  2010
    
    
    2009Number of options to purchase shares granted
    
    
    
    
    
    
    180,000Weighted-average grant-date fair value
    
    $
    
    
    
    $
    1.12Number 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:
   15




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RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 5. Notes Payable:
  March 31,
    
    
    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
    
    
    428,411
    
    
    
    578,9388.45% notes payable, with combined monthly principal
payments of $20,922 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    233,520
    
    
    
    374,3757.46% note payable, with a monthly payment of $13,867, due
May 26, 2021, collateralized by a building and land
    
    
    1,256,190
    
    
    
    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
    
    
    1,379,827
    
    
    
    1,468,5917.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012, collateralized by equipment
    
    
    136,118
    
    
    
    161,2607.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment
    
    
    97,694
    
    
    
    103,3296.25% notes payable, with combined monthly principal
payments of $5,705 plus interest, due January 28, 2012,
collateralized by equipment
    
    
    153,465
    
    
    
    165,4555.39% note payable, with monthly principal payments of
$2,695 plus interest, due March 21, 2012,
collateralized by equipment
    
    
    75,463
    
    
    
    83,5495.65% note payable, with monthly principal payments of
$11,440 plus interest, due April 18, 2013,
collateralized by equipment
    
    
    
    
    
    
    503,379$
    3,760,688
    
    
    $
    5,277,148
 16




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##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 5. Notes Payable (Continued):
  March 31,
    
    
    December 31,2010
    
    
    2009Total from previous page
    
    $
    3,760,688
    
    
    $
    5,277,1486.25% note payable, with monthly principal payments of
$5,448 plus interest, due June 26, 2011,
collateralized by equipment
    
    
    108,954
    
    
    
    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
    
    
    528,850
    
    
    
    548,4146.99% note payable, with monthly principal payments of
$2,420 plus interest, due November 30, 2013,
collateralized by equipment
    
    
    118,589
    
    
    
    123,4306.99% notes payable, with combined monthly principal
payments of $4,778 plus interest, due December 29,
2013,
collateralized by equipment
    
    
    238,924
    
    
    
    248,4814,756,005
    
    
    
    6,317,322Less: current portion
    
    
    (4,756,005
    )
    
    
    (6,317,322
    )$
    
    
    
    $
    
  2011
    
    $
    4,756,0052012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    Subsequent to 2015
    
    
    $
    4,756,005
  17




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##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 6. Commitments:
     7. Loss per Share:
   Three months ended March 31,2010
    
    
    2009Weighted average common shares
outstanding
    
    
    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
  18




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##### Table of Contents



RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 7. Loss per Share (Continued):
  8. Income Taxes:
   9. Subsequent Events:
    19




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statement Disclosure
    General
   Overview
   20




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Critical Accounting Policies, Estimates and Judgments
       21




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New Accounting Pronouncements
    22




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##### Table of Contents



Results of Operations
  Three months endedMarch 31,2010
    
    
    2009(dollars in thousands)
    
    (Unaudited)Revenue
    
    $
    4,082
    
    
    
    99.8
    %
    
    $
    8,699
    
    
    
    99.9
    %Related party revenue
    
    
    7
    
    
    
    0.2
    %
    
    
    5
    
    
    
    0.1
    %Total revenue
    
    
    4,089
    
    
    
    100.0
    %
    
    
    8,704
    
    
    
    100.0
    %Gross loss
    
    
    (2,360
    )
    
    
    -57.7
    %
    
    
    (1,504
    )
    
    
    -17.3
    %General and administrative expenses
    
    
    965
    
    
    
    23.6
    %
    
    
    942
    
    
    
    10.8
    %Loss from operations
    
    
    (3,617
    )
    
    
    -88.4
    %
    
    
    (2,415
    )
    
    
    -27.8
    %Interest income
    
    
    
    
    
    
    0.0
    %
    
    
    6
    
    
    
    0.1
    %Interest expense
    
    
    (24
    )
    
    
    -0.6
    %
    
    
    (25
    )
    
    
    -0.3
    %Other income
    
    
    69
    
    
    
    1.7
    %
    
    
    60
    
    
    
    1.0
    %Income tax benefit
    
    
    1,286
    
    
    
    31.4
    %
    
    
    855
    
    
    
    9.8
    %Net loss
    
    $
    (2,286
    )
    
    
    -55.9
    %
    
    $
    (1,519
    )
    
    
    -17.5
    %Depreciation and
amortization
    
    $
    670
    
    
    
    16.4
    %
    
    $
    1,198
    
    
    
    13.8
    %
 Three months ended March 31, 2010 compared to three months ended March 31, 2009
 Revenue
  Gross Loss.
 23




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Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Loss.
 Liquidity and Capital Resources
     24




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Three months ended March 31,2010
    
    2009(dollars in thousands)
    
    (Unaudited)Cash flows
provided by (used in) operating activities
    
    $
    (1,200
    )
    
    $
    177Cash flows provided by investing activities
    
    
    2,053
    
    
    
    41Cash flows used in financing activities
    
    
    (1,569
    )
    
    
    (891
    )
    Website Access
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
   25




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  NYSE Amex LLC has notified the Company that it will suspend trading of the Companys common
stock and submit an application to the SEC to strike the Companys common stock from listing and
registration because the Company no longer complies with the requirements for continued listing.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  26




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##### Table of Contents



Item 4. (Removed and Reserved)
 
 Item 5. Other Information
  
 Item 6. Exhibits
 (a)
    
    Exhibits:
 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
 SIGNATURE
  RMX HOLDINGS, INC.
(Registrant)By
    /s/ Bradley E. LarsonBradley E. LarsonChief Executive Officer
(Principal Executive Officer)May 17, 2010By
    /s/ David D. DotyDavid D. DotyChief  Financial Officer, Secretary and Treasurer
(Principal Accounting Officer)May 17, 2010 27