SecProbe.io

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Mail Stop 7010
				July 25, 2005

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

	Re:	Ready Mix, Inc.
      Amendment No. 2 to Form S-1 filed June 28, 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. We have reviewed your response to our prior comment 3 of our
letter
dated March 10, 2005.  We note that you are registering the common
stock underlying the underwriters` purchase warrant, but this
appears
to be inconsistent with disclosure in the Warrants section on page
54
that indicates you will register these shares some time in the
future.
Please advise.

2. In the event that you register common stock underlying the
purchase
warrants in this registration statement, Rule 415 would apply and
you
should check the box on the cover page of the registration
statement
indicating that Rule 415 applies.

Gatefold

3. Maps may be used where the location or geographical
relationship of
the component of an issuer`s operations is particularly
significant.
The maps you present, however, indicate potential geographic
coverage
for future deliveries. Please delete these maps.

Summary Financial Information, page 3 (prior comment 13)

4. We note that you have added footnote 3 to the balance sheet
information.  Please supplementally provide to us a calculation of
how
you reconcile working capital from the historical amount at March
31,
2005 to the pro forma, as adjusted, amount.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 17

Results of Operations, page 18 (prior comment 26)

5. We note that you have revised the table under "Results of
Operations" to better correlate with your discussion of operating
results.  Since income tax expense is a material component of net
income and included in your discussion of the results of
operations,
please revise your table to also include this line item.

Stock Ownership of Management, page 42

6. Please also list each executive officer and director
separately.
See Item 403(b) of Regulation S-K.

Notes to Financial Statements for the Fiscal Year Ended December
31,
2004, page F-8

Note 1 - Summary of Significant Accounting Policies and Use of
Estimates, page F-8 (prior comment 8)

7. Please disclose in your Summary of Significant Accounting
Policies
and Use of Proceeds the information you have provided under
Critical
Accounting Policies - Reportable Segments on page 25.  In
addition,
please disclose in your notes to the financial statements, the
enterprise-wide disclosures indicated in paragraph 37 of SFAS 131,
Disclosures about Segments of an Enterprise and Related
Information,
such as revenue from commercial and industrial construction,
residential construction, street and highway construction and
paving,
and other public works and infrastructure construction.
Note 11 - Commitments and Contingencies, page F-17

8. We note that your disclosure provides minimum operating lease
payments combined with purchase agreement payments for each of the
next five years as well as the combined expense for these two
items.
Please revise your disclosure such that the minimum operating
lease
payments for each of the next five years, as well as the rental
expense for the three years presented in your statements of
operations
are stated separate and apart from the respective information for
the
purchase agreement payments.  See paragraphs 16b(i) and 16c of
SFAS
13, Accounting for Leases, for guidance.

Notes to Financial Statements for the Fiscal Quarter Ended March
31,
2005, page F-25

Note 1 - Summary of Significant Accounting Policies, page F-25

9. We note that in January of 2005, 232,875 stock options were
issued
to officers, directors and employees.  Please revise your summary
of
significant accounting policies to include the disclosure
requirements
as provided in paragraph 2e of SFAS 148, Accounting for Stock-
Based
Compensation - Transition and Disclosure.

Note 3 - Notes Payable, page F-26 (prior comment 59)

10. As previously requested, please revise your note disclosure to
provide the detail related to your entire notes payable balance at
March 31, 2005 and December 31, 2004.

Signatures

11. Please revise to indicate that Clint Tryon is also the
Principal
Accounting Officer.

Exhibit 5.1 - Legal Opinion

12. Please revise the opinion to state that "the securities will,
when
sold, be fully paid, lawfully issued and non-assessable under
Nevada
law."

Exhibit 23.7 - Consent of Independent Registered Public Accounting
Firm

13. Your consent from Semple & Cooper, LLP references their
"report
dated March 5, 2005."  However, their Report of Independent
Registered
Public Accounting Firm is dated March 2, 2005.  Please have Semple
&
Cooper revise the report of independent registered public
accounting
firm or the consent to correct the date.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing
your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Dale Welcome at (202) 551-3865 or in his
absence, John Cash at (202) 551-3768 if you have questions
regarding
comments on the financial statements and related matters.  Please
contact Brigitte Lippmann at (202) 551-3713 or in her absence,
Chris
Edwards at (202) 551-3742 or me at (202) 551-3760 with any other
questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Gary A. Agron, Esq.
	Law Office of Gary A. Agron
	5445 DTC Parkway, Suite 520
	Englewood, Colorado 80111

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Robert R. Morris
Ready Mix, Inc.
July 25, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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