UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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READY MIX, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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READY MIX, INC.
3430 East Flamingo Road, Suite 100
Las Vegas, Nevada 89121

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2008

To the Stockholders of Ready Mix, Inc.:

          The 2008 Annual Meeting of Stockholders of Ready Mix, Inc., a Nevada corporation (the “Company”), will be held at 4602 East Thomas Road, Phoenix, Arizona, at 11:00 a.m., Arizona time, on June 9, 2008, for the following purposes:

	1.		To elect seven directors to serve for a one year term;
	2.		To ratify the selection of Semple, Marchal & Cooper, LLP as the independent registered public accounting firm for the Company for 2008; and
	3.		To transact such other business as may properly come before the meeting.

          Details relating to the above matters are set forth in the attached Proxy Statement. All stockholders of record of the Company as of the close of business on April 3, 2008, will be entitled to notice of and to vote at such meeting or at any adjournment or postponement thereof.

          Management of the Company cordially invites you to attend the annual meeting. Your attention is directed to the attached proxy statement for a discussion of the foregoing proposals and the reasons why the board of directors encourages you to vote for approval of proposals 1 and 2. A copy of the Company’s 2007 Annual Report, which includes audited financial statements, was mailed with this notice and proxy statement to all stockholders of record on the record date.

April 25, 2008

IMPORTANT: IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.

READY MIX, INC.
3430 East Flamingo Road, Suite 100
Las Vegas, Nevada 89121
Telephone: (702) 433-2090

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2008

          This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of directors of Ready Mix, Inc., a Nevada corporation (the “Company”), to be used at the 2008 Annual Meeting of Stockholders of the Company (“Annual Meeting”) to be held at 4602 East Thomas Road, Phoenix, Arizona, at 11:00 a.m., Arizona time, on June 9, 2008, or at any adjournment or postponement thereof. The Company anticipates that this Proxy Statement and the accompanying form of proxy will be first mailed or given to stockholders of the Company on or about April 28, 2008.

Meeting Agenda

          At the Annual Meeting, you will be asked to elect seven directors to serve for a one year term, ratify the selection of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accounting firm and transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

Record versus Beneficial Ownership of Shares

          If your shares are registered directly in your name with our transfer agent, Corporate Stock Transfer, you are considered, with respect to those shares, the “stockholder of record.” If you are a stockholder of record, we sent our Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and Annual Report to Stockholders directly to you.

          If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In that case, our Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and Annual Report to Stockholders have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. Your broker, bank or other holder of record will also send you instructions on how to vote. If you have not heard from your broker, bank or other holder of record who holds your stock, please contact them as soon as possible.

Record Date and Number of Votes

          The record date for the Annual Meeting of Stockholders is April 3, 2008. If you were a stockholder of record at the close of business on April 3, 2008, you may vote at the Annual Meeting. At the close of business on the record date, there were 3,809,500 shares of our Common Stock, par value $.001 per share (“Common Stock”), outstanding and entitled to vote and approximately 1,300 beneficial and stockholders of record. Each share is entitled to one vote on each matter considered at the meeting.

How You Can Vote

          The shares represented by all proxies that are properly executed and submitted will be voted at the meeting in accordance with the instructions indicated thereon. If you sign and return your proxy card but do not specify how you want your shares voted, they will be voted (i) FOR the election of all of the nominees for director as set forth under “Proposal 1. Election of Directors”; and (ii) FOR the ratification of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accounting firm. Stockholders who hold their shares in “street name” (i.e., in the name of a bank, broker or other record holder) must vote their shares in the manner prescribed by their brokers.

Changing Your Vote

          You can revoke your proxy at any time before it is voted in one of three ways:

          (1) by delivering to the Secretary of the Company a written instrument of revocation bearing a date later than the date of the proxy;

          (2) by duly executing and delivering to the Secretary of the Company a subsequent proxy relating to the same shares; or

          (3) by attending the meeting and voting in person, provided that the stockholder notifies the Secretary at the meeting of his or her intention to vote in person at any time prior to the voting of the proxy.

Required Votes

          A plurality of votes cast by stockholders who are either present in person or represented by proxy and entitled to vote at the meeting is required to elect the seven nominees for Director under Proposal 1. Approval of Proposal 2 requires the affirmative vote of a majority of the shares present and entitled to vote on this proposal at the Annual Meeting. The total number of votes that could be cast at the meeting is the number of votes actually cast plus the number of abstentions. Abstentions are counted as “shares present” at the meeting for purposes of determining whether a quorum exists and have the effect of a vote “against” any matter as to which a specific proportion of affirmative votes is required for approval. Proxies submitted by brokers that do not indicate a vote for some or all of the proposals because they do not have discretionary voting authority and have not received instructions as to how to vote on these proposals (so-called “broker non-votes”) are counted for the purpose of determining the presence of or absence of a quorum but are not counted for determining the number of votes cast for or against a proposal.

Other Matters to Be Acted Upon at the Meeting

          We are not aware of any other matter that will be presented for consideration at the Annual Meeting. If any other matters are properly presented at the meeting, the proxy holder will vote the shares as recommended by the board of directors, or if no recommendation is given, in his own discretion.

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

          The Company’s Bylaws provide for the annual election of directors. Directors serve for a one year term and until election and qualification of their successors or until their earlier resignation, death, disqualification or removal from office.

          The Board of directors currently consists of seven members, including three Directors employed by the Company whose terms expire in 2008 and four independent Directors whose terms expire in 2008. At the Annual Meeting, the seven Directors are to be elected to one year terms expiring in 2009. The seven nominees receiving a plurality of votes by shares represented and entitled to vote at the Annual Meeting, if a quorum is present, will be elected as directors of the Company.

          The nominees for Directors are Charles E. Cowan, Charles R. Norton, Dan H. Stewart, Don A. Patterson, Bradley E. Larson, Robert R. Morris and Kenneth D. Nelson, all of whom presently serve on the Board of directors.

Recommendation of the Board

          The Board of directors recommends a vote FOR the election of the nominees for Director.

          Cumulative voting is not permitted for the election of directors. In the absence of instructions to the contrary, the person named in the accompanying proxy will vote in favor of the election of each of the persons named below as the Company’s nominees for directors of the Company. Each of the nominees has consented to be named herein and to serve if elected. It is not anticipated that any nominee will become unable or unwilling to accept nomination or election, but if such should occur, the person named in the proxy intends to vote for the election in his stead of such person as the Board of directors of the Company may recommend. Biographical information concerning the director nominees is set forth beginning at page 17 of this Proxy Statement.

PROPOSAL 2. THE RATIFICATION OF THE SELECTION OF SEMPLE, MARCHAL & COOPER, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2008.

          Semple, Marchal & Cooper, LLP has been selected by the Audit Committee as the Company’s independent registered public accounting firm for 2008. The Board of directors recommends to the stockholders the ratification of the selection of Semple, Marchal & Cooper, LLP, independent registered public accounting firm, to audit the financial statements of the Company. Unless otherwise specified, the proxies solicited herein will be voted in favor of the ratification of Semple, Marchal & Cooper, LLP as the independent registered public accounting firm for the Company for 2008.

          Ratification of the appointment of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accounting firm for fiscal year 2008 will require the affirmative vote of the holders of at least a majority of the outstanding Common Stock represented in person or by proxy at the Annual Meeting. All of the directors and executive officers of the Company have advised the Company that they will vote their shares of Common Stock “FOR” the ratification of the appointment of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accounting firm for fiscal year 2008. If the holders of at least a majority of the outstanding Common Stock fail to ratify the appointment of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accounting firm, the Audit Committee will consider such failure at a subsequent meeting of the Audit Committee and determine, in its discretion, what actions it should take, if any.

Recommendation of the Board

          The board recommends a vote FOR the ratification of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008.

CORPORATE GOVERNANCE

Director Independence

          We are authorized by our Bylaws to maintain a Board of directors comprised of seven directors. Our Board currently consists of seven directors, four of whom, Messrs. Norton, Patterson, Cowan, and Stewart are independent as defined under rules promulgated by the Securities and Exchange Commission (“SEC”) and the American Stock Exchange. In accordance with the independence standards of the American Stock Exchange, a director must be determined to have no personal, professional, familial or other relationship with the Company other than as a director. Messrs. Norton, Patterson and Cowan are also independent directors of Meadow Valley Corporation (“Meadow Valley”), our majority stockholder and under the rules of the American Stock Exchange we are considered a “controlled entity” of Meadow Valley, such that Meadow Valley’s independent directors are also considered independent directors of the Company. Our directors are elected for one year terms, or until an earlier resignation, death or removal. There are no family relationships among any of our directors or officers.

Board of directors and Board Committees

          The Board of directors held four regularly scheduled meetings during the last full fiscal year and one special meeting. No director attended less than 75% of the aggregate of such meetings and meetings held by committees of the Board on which he served. We do not have a formal policy regarding attendance by members of the board of directors at our Annual Meeting of Stockholders, but strongly encourage directors to attend. All members of our Board of directors, except Mr. Morris, attended the 2007 Annual Meeting of Stockholders.

          The standing committees of the Board are as follows: Audit Committee, Nominating and Governance Committee, and Compensation Committee. The Board has adopted a charter for its Audit Committee and Nominating and Governance Committee, which are available on our website at www.readymixinc.com by following the link “Investor Information.” The Compensation Committee is not operating under a written charter. Stockholders may also receive a free copy of the Audit Committee charter by sending a written request to 3430 East Flamingo Road, Suite 100, Las Vegas, Nevada 89121, Attention: Secretary, or calling (702) 433-2090.

          Members of the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee are footnoted below.

Name		Positions and Offices with the Company
Charles E. Cowan (1) (2) (3)		Director
Charles R. Norton (1) (2) (3)		Director
Dan H. Stewart (1) (2) (3)		Director
Don A. Patterson (1) (2) (3)		Director
Bradley E. Larson		Chief Executive Officer and Director
Robert R. Morris		President and Director
Kenneth D. Nelson		Vice President and Director

The Audit Committee

          Our Audit Committee consists of Messrs. Patterson, Cowan, Stewart and Norton. Mr. Patterson is our Audit Committee Chairman and has been determined by the Board to be a financial expert as defined by the Securities and Exchange Commission. In the opinion of the Board, and as “independent” is defined under current standards of the American Stock Exchange, these directors are independent of management and free of any relationship that would interfere with their exercise of independent judgment as a member of the Audit Committee. The Audit Committee reviews in detail and recommends approval by the Board of our annual and quarterly financial statements, recommends approval of the remuneration of our auditors to the Board, reviews the scope of the audit procedures and the final audit report prepared by our auditors and reviews our overall accounting practices, procedures and internal controls with our auditors.

The Nominating and Governance Committee

          The Nominating and Governance Committee is currently comprised of Messrs. Cowan, Norton, Patterson and Stewart, our independent directors. Mr. Cowan is our Nominating and Governance Committee Chairman. The committee met four times during fiscal 2007. The purpose of the Nominating and Governance Committee is as follows:

	•		identify, consider and nominate candidates for membership on the Board, including any nominees properly received by the Secretary of the Corporation from any stockholder;
	•		develop, recommend and evaluate corporate governance guidelines and a code of business conduct and ethics applicable to the Company;
	•		make recommendations regarding the structure and composition of the Board and Board committees; and
	•		advise the Board on corporate governance matters.

          All members of our Nominating and Governance Committee are “independent,” as defined under applicable law and the listing standards for companies traded on the American Stock Exchange. Nominations of candidates for election as Directors may be made by the Board of directors upon recommendation by the Nominating and Governance Committee, or by stockholders. Stockholders may nominate candidates for election as directors if they follow the procedures and conform to the deadlines specified in our Bylaws. For more information, see the disclosure in this Proxy Statement under the caption “Stockholder Proposals for the 2009 Annual Meeting of Stockholders.”

          In evaluating the suitability of potential nominees for membership on the Board, the Nominating and Governance Committee will consider the Board’s current composition, including expertise, diversity, and balance of inside, outside and independent directors, and consider the general qualifications of the potential nominees, such as:

	•		Unquestionable integrity and honesty;
	•		The ability to exercise sound, mature and independent business judgment in the best interests of the stockholders as a whole;
	•		Recognized leadership in business or professional activity;
	•		A background and experience that will complement the talents of the other Board members;
	•		Willingness and capability to take the time to actively participate in Board and Committee meetings and related activities;
	•		Ability to work professionally and effectively with other Board members and the Company’s management;
	•		An age to enable the Director to remain on the Board long enough to make an effective contribution; and
	•		Lack of realistic possibilities of conflict of interest or legal prohibition.

          The Nominating and Governance Committee will also see that all necessary and appropriate inquiries are made into the backgrounds of such candidates. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Governance Committee may also consider such other factors as it may deem to be in the best interests of the Company and its stockholders.

The Compensation Committee on Executive Compensation

          Our Compensation Committee consists of Messrs. Patterson, Cowan, Stewart and Norton. Mr. Norton is our Compensation Committee Chairman. The purpose of the Compensation Committee is to determine the compensation to be paid to the Company’s executive officers, and to approve any incentive compensation plans. The Compensation Committee will recommend for approval to the Board the compensation of our executive officers, the annual compensation budget for all other employees, bonuses, grants of stock options and any changes to our benefit plans. The committee met four times during fiscal 2007.

Stockholder Communications with Directors

          Stockholders may communicate with any and all members of the Company’s Board of directors by transmitting correspondence by mail or facsimile addressed to one or more directors by name or, for a communication to the entire board, at the following address and facsimile number: Ready Mix, Inc., 3430 East Flamingo Road, Suite 100, Las Vegas, Nevada 89121; facsimile: (702) 433-0189.

          Communications from our stockholders to one or more directors will be collected and organized by our Secretary under procedures adopted by our independent directors. The Secretary will forward all communications to Mr. Larson or to the identified director(s) as soon as practicable, although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently. If multiple communications are received on a similar topic, the Secretary may, in his direction, forward only representative correspondence.

          Mr. Larson will determine whether any communication addressed to the entire Board of directors should be properly addressed by the entire Board of directors or a committee thereof. If a communication is sent to the Board of directors or a committee, Mr. Larson or the chairman of that committee, as the case may be, will determine whether a response to the communication is warranted. If a response to the communication is warranted, the content and method of the response may be coordinated with our counsel.

Other Corporate Governance Policies

          We have adopted a Code of Ethics that applies to all of our directors and senior management. Amendments to and waivers, if any, from our Code of Ethics will be disclosed on our website. Our Code of Ethics is available on our website at www.readymixinc.com by following the links “Investor Information — Code of Ethics.” Stockholders may also receive a free copy of these documents by sending a written request to 3430 East Flamingo Road, Suite 100, Las Vegas, Nevada 89121, Attention: Secretary, or calling (702) 433-2090.

DIRECTOR COMPENSATION

          We use a combination of cash and long-term equity incentive awards to compensate members of our board of directors. The following table provides information regarding compensation earned in 2007 by each individual who served as a member of our board of directors in 2007.

																		Change in
																		Pension Value and
		Fees Earned												Non-Equity				Nonqualified Deferred
		or Paid in				Stock				Option				Incentive Plan				Compensation				All Other
Name		Cash (1)				Awards				Awards (2)				Compensation				Earnings				Compensation				Total
Charles E. Cowan		$	23,000				—				26,050				—				—				—			$	49,050
Charles R. Norton		$	25,000				—				26,050				—				—				—			$	51,050
Don A. Patterson		$	27,000				—				26,050				—				—				—			$	53,050
Dan H. Stewart		$	73,000				—				26,050				—				—				—			$	99,050
		$	98,000				—				104,200				—				—				—			$	202,200

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Executive Compensation Program

          The Compensation Committee of the Company’s Board is responsible for assisting the Board in defining and overseeing the Company’s general compensation practices. During fiscal 2007, the Compensation Committee finalized the executive compensation package, based on recommendations from FMI Management Consulting (“FMI”).

          The persons who served as our Chief Executive Officer and Chief Financial Officer during 2007, as well as other individuals named in our Summary Compensation Table are referred to as the “named executive officers” through this proxy statement.

Executive Summary

          As discussed in more detail below, the following actions concerning the compensation of the Company’s named executive officers were taken for fiscal 2007:

	•		Robert A. De Ruiter, Robert R. Morris and Clint Tryon, received a salary increase during fiscal 2007; and
	•		Robert R. Morris, Robert A. De Ruiter and Clint Tryon, received bonuses pursuant to Ready Mix, Inc.’s Non-Equity Incentive Plan.

Oversight of Executive Compensation Program and Role of Executive Officers in Compensation Decisions

          While the Compensation Committee approves all aspects of our executive compensation program, it reports to the full Board of directors on a regular basis and seeks approval for certain actions. The Committee coordinates with its consultants and management to obtain marketplace and internal data analyses, project reports and program recommendations to assist the Compensation Committee in making executive compensation decisions. Our Chief Executive Officer and, in some cases, other executive officers of the Company make recommendations to the Compensation Committee with respect to various elements of executive compensation.

Compensation Objectives and Philosophy

          The Company’s primary objectives when determining compensation for its named executive officers are to:

	•		set levels of annual salary, bonus and equity compensation that are competitive and that will attract and retain superior executives, taking into account the difficult industry conditions and competitive environment that the Company faces;
	•		incorporate a performance-based component to executive compensation by linking the bonus to the Company’s financial and operational performance; and
	•		provide long-term equity-based compensation, thereby further aligning the interests of the Company’s executives with those of its other stockholders.

          These objectives are designed to reward each executive’s (1) past individual performance and contribution to the Company’s corporate performance, (2) level and scope of responsibility and experience, and (3) ability to influence the Company’s future growth and profitability.

Components of 2007 Executive Compensation

          Our executive compensation has three main components: a salary paid in cash, an annual cash incentive bonus plan, in which payment is contingent on the financial performance of the Company, and a long-term equity incentive plan that the Company provides through the award of options to purchase the Company’s Common Stock. The salary component is intended to reward executives for their current, day-to-day work. The cash incentive bonus is intended to be a reward for the executive’s contribution to the financial success of the Company in a given year. Option grants are intended to create longer-term incentive for the executive to remain with the Company since the benefit is realized, if the Company is successful, over a multi-year period similar to our stockholders.

Annual Salary

          Because an executive’s annual salary is meant to reflect his value to the Company on a day-to-day basis, it is a fixed, predetermined element of his compensation. When the Compensation Committee reviews the level of an executive’s salary for a possible increase at the end of the term of his employment agreement, or annual basis if no employment agreement is in place, that review is based on two main factors: his prior salary and the salary range of executives in comparable companies at a comparable level of responsibility. The Compensation Committee members take an executive’s prior salary into account because they believe that it reflects the assessment of prior boards and/or compensation committees of the executive’s value to the Company. Compensation levels of comparable companies are obtained from industry trade publications, management consulting firms such as FMI and other public companies similar to our size and industry. In addition, the Compensation Committee provides their knowledge of the industry’s compensation levels gained in the course of the work each independent director performs in their daily business activity.

Non-Equity Incentive Plan

          The level of compensation that an executive can earn under the Company’s cash incentive bonus plan is based on the Company’s attainment of financial success when compared to a predetermined objective, which the Board of directors has approved in advance. Financial performance that exceeds expectations can enable the Company’s management team including its Chief Financial Officer, President, Vice-President and other management personnel to earn a bonus. The amount of the non-equity incentive bonus in a given year, if any, is derived from a formula based principally on the Company’s return on net assets, by the manager’s primary geographic area of responsibility. The return on net assets for each year must be approved by the Board of directors, which has a majority of directors who are not employees of the Company and are independent. The non-equity incentive bonus plan also has a discretionary element. In exercising this discretion, members of the Compensation Committee use their personal judgment of appropriate amounts after taking into account information about the executive’s work during the year, his past compensation, his current cash incentive bonus, his perceived contribution to the Company generally, his level of responsibility and any notable individual achievements or failings in the year in question.

          The Compensation Committee authorizes the payment of incentive bonuses and, if applicable, makes any decisions on discretionary amounts, when the results for the year in question are known, typically in late February of the following year. Bonuses for 2007 were approved in March 2008. The Summary Compensation Table, below, includes the total 2007 cash incentive bonuses of each named executive officer.

2008 Non-Equity Incentive Plan

          The Compensation Committee established a minimum return on net assets of 7.4% in order for non-equity incentive compensation to be paid in 2009. The Compensation Committee adopted 7.4% as a minimum return on net assets based upon the results of the compensation review and analysis performed by FMI and the Company’s own analysis of its weighted average cost of capital, industry comparisons, growth rates and market conditions the Company is experiencing.

          Four profit centers (“Area”) of Meadow Valley Corporation, our parent company, are eligible for non-equity cash incentive. Ready Mix, Inc. represents two of the Areas. The measurement of the return on net assets for each of the Areas is the adjusted income from operations for the Area divided by one fourth of Meadow Valley Corporation’s net assets. Meadow Valley’s net assets are its total assets less current liabilities, long-term debt and deferred income taxes.

          Income from operations from each Area is determined and then Meadow Valley’s corporate general and administrative expenses are allocated to all Areas. The resulting adjusted Area operating income is subtracted from the calculated minimum adjusted Area operating income derived from the minimum return of 7.4%. The resulting difference, if any, is aggregated into a combined total and 30% of this excess adjusted Area operating income, net of corporate general and administrative expenses, is determined for possible bonus payout. The 30% allocation of this excess combined adjusted Area operating income to create an incentive bonus pool was established and approved by the Compensation Committee.

          Of the amount allocated to the bonus pool, the Compensation Committee established that 60% be allocated to Area incentive bonus, 30% be allocated to Meadow Valley’s corporate bonus and the remaining 10% be allocated for a discretionary pool.

          Amounts in the Area pool and Meadow Valley’s corporate pool are distributed pro-rata by each individual’s annual salary within the respective pools to participants until amounts in the respective pools are exhausted or until amounts distributed individually reach the participant’s maximum cap determined by a percent of the participant’s annual salary. These maximum allocations of annual salary vary by position and are reviewed and approved annually by the Compensation Committee.

          The Compensation Committee reviews all amounts of calculated non-equity incentive compensation prior to payment and approves all payments made under this plan, including all amounts paid from the 10% discretionary pool.

          Maximum non-equity incentive compensation amounts for the following named executives are expressed as a percentage of their respective annual salaries.

		Maximum of
		Non-Equity Cash
		Incentive
		as a Percent of
Name and Principal Position		Annual Salary
Robert R. Morris, President			110	%
Clint Tryon, Chief Financial Officer, Secretary and Treasurer (Principal Accounting Officer)			70	%
Robert A. De Ruiter, Vice-President			65	%

Equity Incentive Plan

          The award of an option to buy the Company’s Common Stock is a long-term element of compensation since on the date of the award, the exercise price, or purchase price, of the shares subject to the option is the same as the price of those shares on the open market. Since the recipient of a stock option will only realize its value if the market price of the shares increases over the life of the option, the award gives the executive an incentive to remain with the Company and aligns his interests with those of our stockholders.

          The Company calculates the value of a stock option award on the date of its grant under accounting requirements that involve the use of a complex formula consisting of estimates about the Company, its stock price and the likelihood of the option holder forfeiting the stock option. The dollar amount shown in the Summary Compensation Table, below, for stock option awards is the value of the options computed under FAS 123R.

          In determining the size of a stock option award, the Compensation Committee takes into account both the value of the award to the recipient and the corresponding accounting cost to the Company.

Other Compensation

          The only other forms of compensation of the executive officers are the personal use of company vehicles, term life insurance and other benefits made available to all salaried employees and the perquisites shown in the Summary Compensation Table, below, in the column labeled All Other Compensation. A detailed description of the perquisites is shown in footnote 4 to the Summary Compensation Table. In the case of Mr. De Ruiter, the car allowances and the payment of expenses of commuting to work reflect the fact that the use of a personally owned vehicle is used for business purposes, such as visiting construction sites, attending meetings with customers and providing transportation to out-of-town business colleagues. In the case of Messrs. Morris and Tryon an amount was determined for personal use of Company vehicles. The payment of Messrs. Morris, De Ruiter and Tryon’s term life insurance premiums is a benefit that has been provided to them by the Company for many years and was established when the Company determined to carry a key officer life policy on each of the executives in the same amounts as the policy provided each officer.

Overall Compensation Levels

          As with salary, the Company attempts to provide its executives with a total compensation package that is comparable to their peers in the industry and that the members of the Compensation Committee believe in their personal judgment based on their business experience is fair and appropriate for the executive’s level of responsibility and contribution to the Company. The Compensation Committee, which consists of only our independent members of the Board of directors, makes the final determination of the compensation of the named executive officers. However, the Committee discusses their compensation recommendations for each executive officer with the Chief Executive Officer in advance of making a decision.

Employment Agreements

          Messrs. Morris and De Ruiter employment agreements expired January 31, 2008. In February 2005, the Company entered into three-year employment agreements with Messrs. Morris and De Ruiter providing for an annual base salary and including non-competition provisions for a period of two years following termination of the agreements. Both individuals are eligible to receive bonuses based upon performance as determined by our Compensation Committee and approved by our Board of directors. In the event we terminate either individual without cause (as defined in the agreements) or we are the subject of a change of control, all options held by the individual will vest and we will be required to pay the remaining term of compensation to Mr. Morris and one year of compensation to Mr. De Ruiter. Mr. Larson’s employment agreement is with Meadow Valley. Mr. Tryon does not have an employment agreement with the Company.

Compensation of the Chief Executive Officer

      Employment Agreement and Compensation Elements

          Mr. Larson’s 2007 compensation was principally established by the terms of his employment agreement with Meadow Valley that was in effect during 2007, which was approved by the Compensation Committee of the Board of directors of Meadow Valley. Mr. Larson’s salary and bonus is paid by Meadow Valley and his services rendered to Ready Mix are reimbursed to Meadow Valley through an administrative service agreement. For a more complete description of the management service agreement, please see the section of this proxy statement entitled “Certain Relationships and Related Transactions.”

Compensation Committee Report

          The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

          Submitted by the Compensation Committee of the Board of directors:

		Charles R. Norton		Don A. Patterson
		Dan H. Stewart		Charles E. Cowan

          Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that incorporates future filings, including this Proxy Statement, in whole or in part, the foregoing Compensation Committee Report shall not be incorporated by reference into any such filings.

          The Securities and Exchange Commission recently adopted enhanced executive compensation disclosure requirements for public companies. As a result, the following disclosure regarding the compensation of our executive officers and directors will be somewhat different in content and format from previous years.

Summary Compensation Table

          The following table provides information regarding total compensation earned in 2007 and 2006 by the named executive officers, which include our Chief Executive Officer, Chief Financial Officer, President and Vice-President, who are the only executive officers whose total compensation for 2007 and 2006 exceeded $100,000. The amounts include any compensation that was deferred by the executive through contributions to his defined contribution plan account under Section 401(k) of the Internal Revenue Code. All amounts are rounded to the nearest dollar.

																										Change in
																										Pension Value
																										and
																						Non-Equity				Nonqualified
Name and																						Incentive Plan				Deferred				All Other
Principal						Salary				Bonus				Stock Awards				Option Awards				Compensation				Compensation				Compensation				Total
Position		Year				($)				($)				($)				($) (2)				($) (3)				Earnings ($)				($) (4)				($)
Bradley E. Larson (1)			2007			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Chief Executive Officer			2006				—				—				—				33,300				—				—				—				33,300
and Director
Clint Tryon (5)			2007				140,385				—				—				—				57,886				—				17,887				216,158
Chief Financial Officer,			2006				140,000				—				—				33,300				216,664				—				17,222				407,186
Secretary and Treasurer
Robert R. Morris			2007				150,577				—				—				—				92,775				—				16,868				260,220
President and Director			2006				150,000				—				—				33,300				126,000				—				16,336				325,636
Robert A. De Ruiter			2007				131,210				—				—				—				88,438				—				21,147				240,795
Vice-President			2006				126,000				—				—				—				136,080				—				19,935				282,015

						Company Paid				Defined				Vehicle				Company Paid
						Life				Contribution				Reimbursement /				Portion of
Name						Insurance				Plan				Personal Use				Health Insurance				Total
Clint Tryon			2007			$	280			$	7,500			$	780			$	9,327			$	17,887
			2006				310				7,500				780				8,632				17,222
Robert R. Morris			2007				1,555				7,500				780				7,033				16,868
			2006				1,555				7,500				780				6,501				16,336
Robert A. De Ruiter			2007				675				7,500				6,600				6,372				21,147
			2006				675				6,773				6,600				5,887				19,935

Grants of Plan-Based Awards in 2007

     The following table provides information regarding cash incentive awards and options to purchase Common Stock granted under our equity incentive plan to the named executive officers in 2007.

																																		All Other Option
						Estimated Future Payouts Under												Estimated Future Payouts Under												All Other Stock				Awards: Number of				Exercise or				Grant date fair
						Non-Equity Incentive Plan Awards												Equity Incentive Plan Awards												Awards: Number of				Securities				Base Price				value of stock
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				Shares of Stock or				Underlying Options				of Option				and option
Name		Date				($)				($)(1)				($)(2)				($)				($)				($)				Units (#)				(#)				Awards ($/Sh)				awards
Bradley E. Larson			—			$	—			$	—			$	—				—				—				—				—				—			$	—			$	—
Clint Tryon			—				—				57,886				98,000				—				—				—				—				—				—				—
Robert R. Morris			—				—				92,775				165,000				—				—				—				—				—				—				—
Robert A. De Ruiter			—				—				88,438				81,900				—				—				—				—				—				—				—

Outstanding Equity Awards at Fiscal Year-End⁽¹⁾

          The following table provides information regarding all outstanding equity awards held by the named executive officers as of December 31, 2007. The Company did not issue any stock awards to the named executive officers during fiscal 2007.

										Equity Incentive
										Plan Awards:
		Number of				Number of				Number of
		Securities				Securities				Securities
		Underlying				Underlying				Underlying
		Unexercised				Unexercised				Unexercised				Option				Option
		Options (#)				Options (#)				Unearned				Exercise				Expiration
Name		Exercisable				Unexercisable				Options (#)				Price ($)(1)				Date
Bradley E. Larson			6,750	(2)			—				—			$	11.00				1/28/2010
Chief Executive Officer and			3,333	(3)			—				6,667			$	10.35				11/30/2011
Director
Clint Tryon			6,750	(2)			—				—			$	11.00				1/28/2010
Chief Financial Officer,			3,333	(3)			—				6,667			$	10.35				11/30/2011
Secretary and Treasurer
Robert R. Morris			67,500	(2)			—				—			$	11.00				1/28/2010
President and Director			3,333	(3)			—				6,667			$	10.35				11/30/2011
Robert A. De Ruiter			50,625	(2)			—				—			$	11.00				1/28/2010
Vice-President

Option Exercises and Stock Vested in 2007

          The following table provides information regarding each exercise of options to purchase Common Stock, if any, by the named executive officers in 2007.

Option Awards

Stock Awards

Number of

Number of

Shares Acquired

Value Realized

Shares Acquired

Value Realized

Name

on Exercise (#)

on Exercise ($)

on Exercise (#)

on Exercise ($)

Bradley E. Larson

—

$

—

—

$

—

Clint Tryon

—

—

—

—

Robert R. Morris

—

—

—

—

Robert A. De Ruiter

—

—

—

—

Retirement Plans

Pension Benefits

          During the fiscal year 2007, we did not have a pension benefit plan. We do not intend on implementing a pension plan in the near future.

Nonqualified Deferred Compensation

          During the fiscal year 2007, we did not have a nonqualified deferred compensation plan. We do not intend on implementing a nonqualified deferred compensation plan in the near future.

Equity Incentive Plan

          In January 2005, we adopted an equity incentive plan, which we refer to as our Plan, which provides for the grant of options intended to qualify as “incentive stock options” and “non-statutory stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, together with the grant of bonus stock and stock appreciation rights at the discretion of our Board of directors. Incentive stock options are issuable only to our eligible officers, directors and key employees. Non-statutory stock options are issuable only to our non-employee directors and consultants.

          The Plan is administered by our Compensation Committee. Currently, we have 673,000 shares of Common Stock reserved for issuance under the Plan. Under the Plan, the Board of directors determines which individuals shall receive options, grants or stock appreciation rights, the time period during which the rights may be exercised, the number of shares of Common Stock that may be purchased under the rights and the option price.

          With respect to stock options, the per share exercise price of the Common Stock may not be less than the fair market value of the Common Stock on the date the option is granted. No person who owns, directly or indirectly, at the time of the granting of an incentive stock option, more than 10% of the total combined voting power of all classes of our stock is eligible to receive incentive stock options under the Plan unless the option price is at least 110% of the fair market value of the Common Stock subject to the option on the date of grant. The option price for non-statutory options is established by the Board and may not be less than 100% of the fair market value of the Common Stock subject to the option on the date of grant.

          No options may be transferred by an optionee other than by will or the laws of descent and distribution, and during the lifetime of an optionee, the option may only be exercisable by the optionee. Options may be exercised only if the option holder remains continuously associated with us from the date of grant to the date of exercise, unless extended under the Plan grant. Options under the Plan have no expiration date and the exercise date of an option cannot be longer than 10 years from the date of grant, but can be shorter when established by the plan administrator. Any options that expire unexercised or that terminate upon an optionee’s ceasing to be employed by us become available once again for issuance. Shares issued upon exercise of an option rank equally with other shares then outstanding.

          Initially, we had reserved 675,000 shares of Common Stock for issuance to officers, directors and employees under the Plan described above. Options will be issued to employees and executive officers based on the recommendation of the Compensation Committee of the Board of directors according to the following:

	•		employees holding positions of responsibility with us whose performance can have a significant effect on our success; and
	•		non-employee directors.

          Currently, we have granted under the Plan an aggregate of 386,125 options to purchase Common Stock to officers, directors and employees at an exercise price ranging from $6.40 to $12.85. Typically, the options are exercisable from the grant date as follows: 33% of the options are exercisable after one year of continuous service to us, 66% after two years of continuous service and 100% after three years of continuous service. The board of directors has full discretion to use different vesting schedules for each grant made under the Plan.

EQUITY COMPENSATION PLAN INFORMATION

          The following table provides information as of December 31, 2007 regarding compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance.

Number of Securities

Number of Securities

to be Issued upon

Weighted-Average

Remaining Available for

Exercise of

Exercise Price of

Future Issuance Under

Plan Category

Outstanding Options

Outstanding Options

Equity Compensation Plans

Equity Compensation Plans Approved by Security Holders (1)(2)

482,375

$

11.54

306,875

Equity Compensation Plans Not Approved by Security Holders

—

—

Total

482,375

306,875

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Prior to our initial public offering in 2005, we were a wholly-owned subsidiary of Meadow Valley and were provided certain administrative services by Meadow Valley, including some bookkeeping services, limited review of our operations by Meadow Valley’s Chief Executive Officer and Principal Accounting Officer, review and preparation of our financial reporting by Meadow Valley’s Principal Accounting Officer and Controller and assistance from Meadow Valley’s human resources personnel, which included administering certain insurance coverage and other benefits for us. In order to quantify the value of these services and provide for a fair payment to Meadow Valley for such services, in January 2005 we entered into a three-year administrative services agreement with Meadow Valley. Under the terms of the agreement, we pay Meadow Valley $22,000 per month for all such administrative services including the time of our Chief Executive Officer who performs similar services for Meadow Valley. For the years ended December 31, 2007 and 2006, the total fees associated with the above services totaled $264,000 each year.

          Notwithstanding the agreement, each company has its own separate field facilities, operating management and employees. We believe that the administrative service to be provided by Meadow Valley represents less than 33% of the total administrative services required to operate our business.

          During the years ended December 31, 2007 and 2006, the Company provided construction materials to Meadow Valley in the amounts of $1,744,544 and $436,865, respectively. During the years ended December 31, 2007 and 2006, the Company received construction services from Meadow Valley in the amounts of $0 and $1,012,085, respectively. The balance due from (to) Meadow Valley at December 31, 2007 and 2006 was $37,859 and ($73,395), respectively. The advances are considered short-term in nature. The Company repays each current month-end balance in the following month for expenses incurred by the affiliate on behalf of the Company. If a balance is due the company from the affiliate as a result of materials sold to the affiliate, then that balance is repaid in the following month to us.

          During the year ended December 31, 2007 and 2006, the Company acquired equipment from Meadow Valley in the amounts of $6,695 and $224,058, respectively.

          During the year ended December 31, 2007 and 2006, the Company leased office space to Meadow Valley in the amounts of $202,770 and $10,326, respectively. The lease agreement is for approximately 7,500 square feet of office space for a monthly rent of $16,898, including a proportionate charge for common area maintenance and the lease term is month to month.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          The Compensation Committee currently consists of the following four members of the Board of directors: Messrs. Cowan, Norton, Patterson and Stewart. No member of this Committee was at any time during the Company’s 2007 fiscal year, or at any other time, an officer or employee of the Company.

          No executive officer of the Company has served on the compensation committee of any other entity that has, or has had, one or more executive officers serving as a member of the Company’s Board of directors.

          Three of our independent Directors, Messrs. Cowan, Norton and Patterson, are also members of Meadow Valley’s board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The table on the following page sets forth information concerning the holdings of Common Stock by each person who, as of April 3, 2008, holds of record or is known by the Company to hold beneficially or of record, more than 5% of the Company’s Common Stock, by each director, named executive officer, and by all directors and executive officers as a group.

		Amount and Nature
		of Beneficial
Name and Address of Beneficial Owner		Ownership (1)				Percent of Class (1)
Bradley E. Larson (2)(3)			2,655,295				66.1	%
Meadow Valley Corporation (3)			2,645,212				65.8	%
Robert R. Morris (4)			70,833				1.8	%
Robert A. De Ruiter (5)			51,125				1.3	%
Kenneth D. Nelson (2)			11,083				*
Charles E. Cowan (6)			15,083				*
Charles R. Norton (6)			15,083				*
Don A. Patterson (6)			12,833				*
Dan H. Stewart (6)			15,083				*
Clint Tryon (2)			10,083				*
All executive officers and directors as a group (nine persons)			2,856,501				71.1	%

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than 10% of our Common Stock to file with the Securities and Exchange Commission initial reports of ownership and reports of change in their ownership of our Common Stock. Securities and Exchange Commission regulations require our directors, executive officers and greater than 10% stockholders to furnish us with copies of these reports. Based solely upon a review of such reports and related information furnished to us, we believe that, during the 2007 fiscal year, each person who served as a director or executive officer of the Company or held more than 10% of our Common Stock complied with the Section 16(a) filing requirements.

Executive Officers and Directors

          Information concerning our directors and executive officers is set forth below:

						Officer or
						Director
Name		Age		Position		Since
Bradley E. Larson		53		Chief Executive Officer and Director		1996
Robert R. Morris		63		President and Director		1996
Robert A. De Ruiter		48		Vice President		2005
Clint Tryon		38		Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer		2002
Kenneth D. Nelson		50		Vice President and Director		1996
Don A. Patterson		54		Director		2005
Charles R. Norton		66		Director		2005
Charles E. Cowan		61		Director		2005
Dan H. Stewart		55		Director		2005

Business Experience of Each Executive Officer and Director

          The following is a summary of the business experience of each executive officer and director, or nominee for director, of the Company for at least the last five years:

          Bradley E. Larson has been the Chief Executive Officer of Meadow Valley Corporation, our majority stockholder, since 1995. He has been an executive officer and director of our company since inception in 1996. Mr. Larson was employed by Tanner Companies, a contracting and materials company located in Phoenix, Arizona, from 1976 until 1994. He was Division President of the Western Arizona region for Tanner from 1984 to 1988, Vice President of Operations from 1988 to 1989 and President of Tanner’s Construction Division from 1989 until 1994. Mr. Larson earned a BSE degree in Industrial Engineering from Arizona State University in 1979. He has been active in several construction industry associations and is past Chairman and Director of The Arizona Rock Products Association and past Director of the Arizona Heavy Highway Chapter of the Associated General Contractors.

          Robert R. Morris has been the President of the Company since he initiated our business for us as a start-up in 1996. In 2005 he was appointed as a director. From 1985 to 1996 he was the Sales Manager for Bonanza Materials, a Henderson, Nevada, ready-mix concrete producer. From 1983 to 1985 he was Vice President of Sales for Basic Ready Mix, a ready-mix concrete producer also located in Henderson, Nevada.

          Robert A. De Ruiter has been the General Manager of our metropolitan Phoenix, Arizona ready-mix concrete business since we organized our Phoenix operations in 2000. In January 2005, Mr. De Ruiter was named our Vice President. From 1998 to 2000, he was the Regional Manager for Mineral Resources Technologies, Phoenix, Arizona, where he was responsible for operation, sales and marketing of mineral resources fly ash products in Arizona, New Mexico, Texas and California. From 1995 to 1998, Mr. De Ruiter was a Technical Sales Representative for Grace Construction Products, Las Vegas, Nevada, and he sold concrete admixtures to concrete producers, contractors, architects and engineers. From 1990 to 1995, he was a sales representative for Sunward Materials, Phoenix, Arizona, where he sold concrete and aggregate to contractors, architects and engineers.

          Clint Tryon has been the Secretary and Treasurer since September 2002 and was named our Chief Financial Officer in January 2005. He joined Meadow Valley in May 2002 and was named its Secretary, Treasurer and Principal Accounting Officer in September 2002. Mr. Tryon received his Bachelor of Science degree with a major in Finance from the University of Nevada Las Vegas in 1993. He then completed his post-baccalaureate certificate in accountancy from Arizona State University West in 1997 and received his Certified Public Accountant’s certificate from the State of Arizona in 1997. From 1996 to 1999, he was a supervisor at Toback CPAs/McGladrey & Pullen. From 1999 to 2002, he held a regional financial reporting role for International FiberCom.

          Kenneth D. Nelson has been an executive officer and director of our company since 1996 and has been involved in the financial reporting and operations management areas of the construction industry since 1982. He joined Meadow Valley in April 1989, became its Vice President of Finance in February 1992 and its Vice President and Chief Administrative Officer in April 1996. Mr. Nelson earned a Bachelors of Science Degree in Business Administration from Arizona State University in 1984.

          Don A. Patterson has been a director since November 2005. Mr Patterson began his career in public accounting, working for eight years at Arthur Andersen where he developed an extensive background in accounting for the construction and construction material industry. He left to become the managing partner of Mansperger, Patterson & McMullin CPA’s where he worked for 19 years, continuing to provide accounting service and consultation to clients in both the construction materials and contracting industries. During that period he founded Legacy Window Coverings, LLC, an importing and distribution business where he currently serves as CEO. He has devoted his full time attention to Legacy’s operations since 2004. Mr. Patterson graduated with a degree in accounting from Arizona State University in 1978 and received his Certified Public Accountant’s certificate in 1983.

          Charles R. Norton has been a director of Meadow Valley Corporation since March 1999 and a director of our company since January 2005. Since 1963, Mr. Norton has been involved in the highway construction industry as a construction foreman, subcontractor, general manager and vice president. He graduated with a Bachelor of Science degree from Brigham Young University in 1968. From 1968 to 1972, he was General Manager of Quaker Empire Construction in Wilkes-Barre, Pennsylvania. From 1972 to 1992, Mr. Norton was Sales Manager, General Manager and Vice President of Syro Steel Company, headquartered in Girard, Ohio. Since 1992 Mr. Norton has been Vice President of Trinity Industries, which purchased Syro in 1972.

          Charles E. Cowan has been a director of Meadow Valley Corporation since November 1995 and a director of our company since January 2005. Since 1993 he has been President of Charles Cowan & Associates, Ltd. and has an extensive background in government and heavy construction industry consulting. From 1991 to 1993, he held chief executive positions in Arizona’s Department of Transportation and Department of Economic Security. He graduated with a Bachelor of Economics Degree from St. Martin’s College in Olympia, Washington, and a Master’s Degree in Public Administration from the University of Missouri at Kansas City, Missouri.

          Dan H. Stewart has been a director of our company since April 2005. Since 2004, he has been President of Stewart Development Company, a firm specializing in master planned communities and mixed-use developments. From 2003 to 2004, Mr. Stewart was Vice President of American Nevada Company, a privately-held firm specializing in the design and development of master planned communities and other commercial properties. Mr. Stewart’s responsibilities include identifying, evaluating and acquiring commercial properties and evaluating future opportunities in connection with the Bureau of Land Management auctions. From 1994 to 2003, Mr. Stewart was President and Chief Executive Officer of Basic Management, Inc. and a number of its subsidiaries and affiliates. Basic Management, Inc. is a privately-held, Henderson, Nevada based firm engaged in land development, water delivery systems, power distribution and switching systems and remediation of environmentally-challenged properties. He earned a B.S. degree in civil engineering from Brigham Young University, an M.S. degree in civil engineering, construction engineering and management from Stanford University and completed the Advanced Management Development Program at Harvard University Graduate School of Design. Mr. Stewart is a registered professional civil engineer, a licensed general engineering contractor and a licensed real estate broker.

AUDIT COMMITTEE REPORT

          The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed the audited financial statements in the Annual Report with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

          The Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee has discussed with the independent auditors the auditors’ independence from management and the Company including the matters in the written disclosures required by the Independence Standards Board and considered the compatibility of nonaudit services with the auditors’ independence.

          The Committee discussed with the Company’s independent auditors the overall scope and plans for their audit. In accordance with the Public Company Oversight Board (“PCAOB”) rule 3600T, the Committee meets with the independent auditors, without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. Management represented to the Audit Committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the audited financial statements with management and the independent auditors. The Audit Committee discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the PCAOB in Rule 3200T. The Committee held four meetings during fiscal 2007.

          In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2007 for filing with the Securities and Exchange Commission. The Committee and the Board have also recommended and approved the selection of the Company’s independent auditors.

Don A. Patterson, Audit Committee Chair
Dan H. Stewart, Audit Committee Member
Charles R. Norton, Audit Committee Member
Charles E. Cowan, Audit Committee Member

Dated: March 11, 2008

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

          The Audit Committee of the Board of directors has selected Semple, Marchal & Cooper, LLP to continue as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008. A representative of Semple, Marchal & Cooper, LLP is expected to be present at the Annual Meeting. He will not make a statement but will respond to appropriate questions.

Disclosure of Audit and Non-Audit Fees

          The following table shows the aggregate fees paid or accrued by the Company for the audit and other services provided by the Company’s accountants for the fiscal years ended December 31, 2007 and 2006:

		For the years ended December 31,
		2007				2006
Audit fees for the years ended December 31 and fees for the review of financial statements included in quarterly reports on Form 10-Q		$	104,645			$	68,000
Audit related fees (1)			—				4,322
Tax fees			12,000				12,000
All other fees			—				—

          The Audit Committee has concluded that the provision of services by Semple, Marchal & Cooper, LLP are compatible with maintaining their independence and has approved the above mentioned services performed.

Audit Committee Approval of Audit and Non-Audit Services

          The Audit Committee has a Pre-approval Policy (“Policy”) governing the approval of all audit and non-audit services performed by the independent registered public accountants in order to ensure that the performance of such services does not impair the independent registered public accountants.

          According to the Policy, the Audit Committee will annually review and pre-approve the services and fees that may be provided by the independent registered public accountants during the following year. The Policy specifically describes the services and fees related to the annual audit, other services that are audit-related, preparation of tax returns and tax related compliance services and all other services that have the pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period.

          Any service to be provided by the independent registered public accountants that has not received general pre-approval under the Policy is required to be submitted to the Audit Committee for approval prior to the commencement of a substantial portion of the engagement. Any proposed service exceeding pre-approved cost levels is also required to be submitted to the Audit Committee for specific approval.

          The services provided by our independent registered public accountants during the year ended December 31, 2007 were all pre-approved by the Audit Committee.

          The Audit Committee will revise the list of general pre-approved services from time to time based on subsequent determinations. The Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accountant to management.

Code of Ethics

          Our Board of directors has adopted a Code of Ethics that applies to our executive officers, senior financial officers and directors of our company. We have posted the Code of Ethics on our website.

          In accordance with the Sarbanes-Oxley Act of 2002 and the listing standards of the American Stock Exchange, we have adopted procedures to facilitate the submission, on a confidential and anonymous basis, of complaints, reports and concerns by any person regarding (1) accounting, internal accounting controls or auditing matters, (2) actual or potential violations of laws, rules or regulations, and (3) other suspected wrongdoing, including in connection with our Code of Ethics.

OTHER INFORMATION

Solicitation

          All of the expenses involved in preparing, assembling and mailing this Proxy Statement and the materials enclosed herewith and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by officers and regular employees of the Company by telephone, facsimile, or personal interview. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and the Company may reimburse such persons for reasonable out-of-pocket expenses incurred by them in so doing.

Stockholder Proposals for the 2009 Annual Meeting of Stockholders

          If you wish to submit a proposal for possible inclusion in our 2009 proxy materials, we must receive your notice, in accordance with the rules of the Securities and Exchange Commission, on or before December 30, 2008. The proposal should be sent in writing to the Company’s principal executive offices, Attention: Secretary.

Director Nominations

          A Director nomination must be accompanied by a “Notice of Nomination” and proposals of stockholder business must be accompanied by a “Notice of Business.” Each such Notice must include (i) the name and record address of the stockholder and/or beneficial owner proposing such stockholder business or nomination, as they appear on the Company’s books, (ii) the class and number of shares of stock held of record and beneficially by such stockholder and/or such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) all other information that would be required to be filed with the SEC if the person proposing such stockholder business or nomination were a participant in a solicitation subject to Section 14 of the Exchange Act.

          Notices of Nominations must also include all information regarding each stockholder nominee that would be required to be set forth in a definitive proxy statement filed with the SEC pursuant to Section 14 of the Exchange Act, and the written consent of each such stockholder nominee to being named in a proxy statement as a nominee and to serve if elected. Notices of Business must include a brief description of the stockholder business desired to be brought before the annual meeting, the text of the proposal including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment, and the reasons for conducting such business at the annual meeting and any material interest of the stockholder and/or beneficial owner in such stockholder business. The proponent must be a record or beneficial stockholder entitled to vote at the Annual Meeting of Stockholders on the proposal and must continue to own the securities through the date on which the meeting is held and attend the annual meeting to present the stockholder business or Director nomination.

OTHER BUSINESS

          Management of the Company is not aware of any other matters which are to be presented at the Annual Meeting, nor has it been advised that other persons will present any other proposals. However, if other matters properly come before the Annual Meeting, the individual named in the accompanying proxy shall vote on such matters in accordance with his best judgment.

          The above notice and Proxy Statement are sent by order of the Board of directors.

Phoenix, Arizona
April 25, 2008

PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
READY MIX, INC.
TO BE HELD JUNE 9, 2008

THE BOARD OF DIRECTORS SOLICITS THIS PROXY

     The undersigned hereby appoints Bradley E. Larson as the lawful agent and proxy of the undersigned (with all the powers the undersigned would possess if personally present, including full power of substitution), and hereby authorizes him to represent and to vote, as designated below, all the shares of Common Stock of Ready Mix, Inc. (the “Company”) held of record by the undersigned on April 3, 2008, at the Annual Meeting of Stockholders to be held June 9, 2008, or any adjournment or postponement thereof.

1.		Election of directors:
		For           Against           Withhold Authority — Nominee: Bradley E. Larson
		For           Against           Withhold Authority — Nominee: Robert R. Morris
		For           Against           Withhold Authority — Nominee: Kenneth D Nelson
		For           Against           Withhold Authority — Nominee: Charles E. Cowan
		For           Against           Withhold Authority — Nominee: Charles R. Norton
		For           Against           Withhold Authority — Nominee: Dan H. Stewart
		For           Against           Withhold Authority — Nominee: Don A. Patterson

2.		Proposal to ratify the selection of Semple, Marchal & Cooper, LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2008:
		FOR
		AGAINST
		ABSTAIN

3.

In his discretion, the Proxy is authorized to vote upon any matters which may properly come before the Annual Meeting, or any adjournment or postponement thereof.

     It is understood that when properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder. WHERE NO CHOICE IS SPECIFIED BY THE STOCKHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES DIRECTORS NAMED IN ITEM 1, FOR PROPOSAL 2, AND ACCORDING TO THE DISCRECTION OF THE PROXY HOLDER ANY OTHER MATTERS THAT MAY PRPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

     The undersigned hereby revokes all previous proxies relating to the shares covered hereby and confirms all that said Proxy may do by virtue hereof.

     Please date and sign exactly as your name appears on your shares. When shares are held by joint tenants, both stockholders should sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

Date		Signature
		Signature, If Held Jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY BY FOLDING THIS CARD IN THIRDS, SEAL WITH THE MAILING ADDRESS SHOWING, ATTACH CORRECT POSTAGE AND MAIL.

     PLEASE CHECK IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING:           

READY MIX, INC.
Attention: Clint Tryon
3430 East Flamingo Road
Suite 100
Las Vegas, Nevada 89121