SecProbe.io

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<TYPE>LETTER
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      Mail Stop 0510

				March 10, 2005

By U.S. Mail and Facsimile to (303) 770-7257

Robert R. Morris
President
Ready Mix, Inc.
3430 East Flamingo Road, Suite 100
Las Vegas, Nevada 89121

	Re:	Ready Mix, Inc.
      Amendment No. 1 to Form S-1 filed February 15, 2005
      File No. 333-122754

Dear Mr. Morris:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please update all information in the prospectus to the most
recent
practicable date and where we ask for revisions to your disclosure
in
one place in the registration statement, please make similar
revisions in all other applicable places.

2. We note that you have checked the box stating that the
securities
being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933. However, you do not describe a delayed offering in the
prospectus. Please advise us why you are offering the shares on a
delayed basis and provide the appropriate disclosure of the
delayed
offering on the front cover and in the summary and underwriting
sections of the prospectus.

3. It appears that the underwriter warrants are exercisable within
one year of their issuance.  It is the Division`s position that,
for
the purposes of Section 5, the offer of convertible securities is
also an ongoing offering of the underlying security if the
securities
are convertible at any time within one year.  As a result, the
holders of the underwriters` purchase warrants cannot receive
shares
registered in this offering.  However, you may register the resale
of
the underlying securities.

4. Prior to the effectiveness of the company`s registration
statement, the staff requests that we be provided with a copy of
the
letter or call from the NASD that the NASD has no additional
concerns.  Additionally, please ensure that the table setting
forth
the underwriting compensation contains all items considered by the
NASD to be underwriting compensation.  Please refer to Item 508(e)
of
Regulation S-K.

5. Please advise us whether you expect to rely on Rule 430A.

6. Please update your registration statement to include your
audited
financial statements as of December 31, 2004 as provided in Rule
3-
12(d) of Regulation S-X.

7. Please include activity related to your allowance for doubtful
accounts and your valuation allowance in Schedule II as provided
in
Rule 5-04 of Regulation S-X.

8. Please disclose in your Summary of Significant Accounting
Policies
and Use of Estimates that you have one reportable segment, if
applicable.  In addition, please disclose the enterprise-wide
disclosures indicated in paragraph 37 even if you have determined
that you have a single reportable segment.

Prospectus Front Cover Page

9. Please advise us as to the steps you have taken to apply for
listing your company on the American Stock Exchange.

10. If you plan on using the prospectus before the effective date
of
the registration statement, please include the "Subject to
Completion
Legend." See Item 501(b)(10) of Regulation S-K.

Prospectus Summary, page 1

11. Please disclose that you are a controlled company and briefly
describe Meadow Valley`s business.

Summary Financial Information, page 2

12. In footnote 1 to the balance sheet information, you indicate
that
additional financing of $2.9 million will be used to acquire
property
and equipment and for working capital purposes and this amount has
been included in total assets at September 30, 2004, as adjusted.
On
page 11 you indicate that you do not have a firm commitment to
provide such financing.  We do not believe it is appropriate to
include the $2.9 million in additional financing unless it is
factually supportable (i.e. has already occurred).  Please revise
your balance sheet information accordingly.  In this regard,
please
also revise "Use of Proceeds" on page 11 and "Capitalization" on
page
12 to remove the $2.9 million of anticipated financing from the
tables and related footnotes since there is no firm commitment
from
any financial institution to provide such financing.

13. Additionally, please tell us and indicate how you reconcile
the
working capital amount at September 30, 2004, as adjusted, in a
footnote to the balance sheet information table.

14. Please clarify whether "as adjusted" assumes the leasing of 60
additional trucks. Please explain here or under Use of Proceeds,
the
financial effect of your intention to lease additional trucks and
how
this correlates to your plan to acquire additional plants.

Risk Factors, page 3

15. Many of the risk factors and their headings do not specify the
resulting risk.  Please revise them as necessary to specify
clearly
the risk. For example, in the first risk factor, explain how the
foreclosure of all your assets would affect your stockholders.
Would
you enter into bankruptcy?

16. Please avoid language in risk factors like "material adverse
effect," "adverse effect" or "severe impact." Instead, please
state
what the specific impact will be on your business, financial
condition or results of operations.

17. Please add a prominent risk factor that a significant amount
of
the proceeds will go to your controlling shareholder.

Substantially all of our assets are collateral for Meadow Valley
Corporation`s. . . , page 3

18. Please provide the value of the collateral securing the
bonding
obligations of Meadow Valley.

As a public company we will be subject to increased regulatory
compliance. . . , page 6

19. Please describe specific risks associated with material
weaknesses in your internal controls.

Labor relations matters. . . , page 7

20. Please disclose specific risks to your business related to
employees becoming unionized.

Our operations are subject to special hazards. . . , page 7

21. Please disclose that you are named as a defendant in two
lawsuits
relating to a fatal traffic accident.

Use of Proceeds, page 11

22. Please indicate the amount of debt being repaid to Meadow
Valley
as of the most recent practicable date and provide the interest
rate
and maturity of the indebtedness to be discharged.  If applicable,
please also describe the use of proceeds of the discharged
indebtedness. See Instruction 4 to Item 504 of Regulation S-K.

23. Since a material amount of the proceeds is being used to
acquire
assets, briefly describe and state the cost of the assets. Please
provide the additional disclosure required by Item 504 of
Regulation
S-K if the assets are to be acquired from affiliates.

24. Describe what you will do with the proceeds if you are unable
to
obtain $2.9 million in financing from financial institutions.

MD&A, page 15

25. Please disclose any trends or uncertainties that you
reasonably
expect will have a material impact on net revenues or income from
continuing operations.  For example, include in the discussion the
impact of rising raw material prices, which you refer to in Risk
Factors.  See Item 303(a)(3)(ii) of Regulation S-K.

Results of Operations, page 16

26. Your table disclosure should include amounts that are material
and necessary for an understanding of the results of your
operations.
The current table includes amounts that you do not address in your
analysis of operating results and also excludes amounts discussed.
The reader would expect amounts presented in the table to be
addressed in the discussion.  Please amend your table accordingly.
Liquidity and Capital Resources, page 18

27. To enhance your disclosure, please expand your discussion of
liquidity and capital resources to include:
* known trends or uncertainties regarding your operating cash
flows
and working capital;
* a more detailed discussion related to your sources and uses of
debt
financing, including whether you have or anticipate refinancing
any
of your debt or capital lease obligations;
* the impact on your liquidity and results of operations from
increasing your debt and whether you expect this trend to
continue;
* your expectation that you will continue to be dependent on
Meadow
Valley Corporation to provide you with cash advances; and
* prospective information on the costs you expect to incur for
capital expenditures to expand your business.

28. Please describe in greater detail the loans from Meadow Valley
and financial institutions. For example, quantify the amount
outstanding under the term agreement and identify the lender.

29. You note elsewhere that you believe you can obtain a firm
commitment from financial institutions to obtain $2,870,000 in
financing. Please disclose whether you intend to obtain this
financing through Meadow Valley.

Quantitative and Qualitative Disclosures About Market Risk, page
20

30. Please expand your discussion to address the impact on future
earnings or cash flows of changes in interest rates on your
variable
rate debt.  Refer to Item 305 of Regulation S-K.

Critical Accounting Estimates, page 21

31. Please ensure that your discussion for each critical
accounting
estimate addresses the factors considered in making these
estimates
and the potential impact on the financial statements if actual
results differ from your assumptions.  See Release No. 33-8040.

32. Please tell us why you consider the valuation of inventory and
property, plant and equipment to be critical accounting estimates.
What uncertainties are involved in applying current accounting
principles to these two asset categories?  Refer to section V. of
Release No 33-8350 Interpretation-Commission`s Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations.

Contractual Commitments, page 22

33. Please expand your table of contractual obligations, or
provide
footnote disclosure to the table, to include the estimated cash
requirements for interest on your long-term debt and capital lease
obligations.  Refer to footnote 46 of Release No 33-8350
Interpretation-Commission`s Guidance Regarding Management`s
Discussion and Analysis of Financial Condition and Results of
Operations.  Because the table is aimed at increasing transparency
of
cash flow, we believe these payments should be included in the
table.
Please disclose any assumptions you made to derive these amounts.

34. There appears to be a large disparity between the
contractually
obligated cash flow related to operating leases at September 30,
2004
and the minimum future rental payments under non-cancelable
operating
lease as of December 31, 2003 that is disclosed in note 11 on page
F-
16.  Please supplementally explain the relationship and/or the
reason
for such a large decrease over the nine-month period.

35. The payments due for capital lease obligations at September
30,
2004 do not agree with amounts disclosed in your commitments and
contingencies footnote on page F-26.  Please tell us why these
amounts do not agree.

36. Please confirm that purchase obligations relate to material
purchases from lessors disclosed in footnote (1) on page 33.

Business, page 24

37. Please describe the relationship and the business transactions
between you and Meadow Valley. For example, since Meadow Valley is
engaged in the construction industry as both a provider of
construction services and a supplier of construction materials, to
what extent is your business dependent on Meadow Valley? To what
extent do you supply cement for Meadow Valley projects?

38. Please describe your equipment leases and supply contracts
since
you refer to them in Risk Factors.

39. Under Litigation, please describe the relief sought in the
complaints. See Item 103 of Regulation S-K.

Facilities and Equipment, page 33

40. Please disclose whether you expect to renew your lease which
expires on April 30, 2005.

Management, page 36

41. Disclose whether any other of your officers or directors are
affiliated with May Management, Inc., a company controlled by
Earle
C. May.

42. Please clarify why you disclose that no options have been
granted
in the table on page 41, yet on page 38 you disclose that options
have been granted to executive officers. Please also provide the
information required by Item 701 of Regulation S-K.

Code of Ethics, page 38

43. We note that you have posted your code of ethics on your
website.
Please tell us where the code of ethics is on your website.

Executive Compensation, page 39

44. Please include the compensation for fiscal year 2004 and
include
the CEO in the compensation table.

Stock Ownership of Management, page 42

45. Please disclose whether any other officers of directors of
Meadow
Valley listed in the table have disposition or voting control of
your
shares.

Related Party Transactions, page 42

46. Please describe the legal services provided by your director.

47. Since all your assets guarantee Meadow Valley`s obligations
under
its construction agreements, please describe the provisions under
which Meadow Valley would be considered in default. Please also
describe the default provisions in Meadow Valley`s debt
instruments
which your assets secure.

Underwriting, page 47

48. Please disclose if the securities are to be offered on an
exchange. See Item 508(d) of Regulation S-K.

49. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale, or distribution of the
shares and describe their procedures to us supplementally, or
confirm
that the Division`s Office of Chief Counsel has reviewed and
approved
these procedures.  If you become aware of any additional members
of
the underwriting syndicate that may engage in electronic offers,
sales, or distributions after you respond to this comment,
promptly
supplement your response to identify those members and provide us
with a description of their procedures.

50. Tell us whether you or the underwriters have any arrangements
with a third-party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Please also provide us with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

Legal Matters, page 50

51. Please revise to reflect that your counsel will be opining on
the
validity of the shares.

52. Please clarify whether Lionel Sawyer will be filing an opinion
as
an exhibit.

Additional Information, page 51

53. Please revise the second paragraph to provide the information
in
Item 101(e)(2) of Regulation S-K.

Financial Statements for the Year Ended December 31, 2003

Balance Sheets, page F-4

54. Please reclassify your net deferred tax liability into current
and noncurrent amounts as stated in paragraph 41 of SFAS 109,
Accounting for Income Taxes.

Statements of Operations, page F-5

55. You have disclosed that the net gain recognized on the sale of
the land is included in other income for the year ended December
31,
2003.  Please supplementally tell us what consideration you ga