UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

   X  . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

       . TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________________ to ______________________________

Commission File Number 333-144620

CASTWELL PRECAST CORPORATION
(Exact name of registrant as specified in charter)
NEVADA	20-2722022
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5641 South Magic Drive, Murray, Utah	84107
(Address of principal executive offices)	(Zip Code)
(801) 599-5543
(Issuer’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes      . No   X  .

(Note: The registrant is a voluntary filer and is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.  Although not subject to these filing requirements, the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months as if it were subject to such filing requirements.)  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes   X  . No      .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).

Yes      . No   X  .

As of August 4, 2011, the issuer had outstanding 4,045,015 shares of common stock, par value $0.001.

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CASTWELL PRECAST CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2011
INDEX
PART I  Financial Information
Item 1.  Unaudited Consolidated Condensed Financial Statements
	Consolidated Condensed Balance Sheets	3
	Unaudited Consolidated Condensed Statements of Operations	4
	Unaudited Consolidated Condensed Statements of Cash Flows	5
	Unaudited Notes to Consolidated Condensed Financial Statements	6
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.  Quantitative and Qualitative Disclosures About Market Risk		13
Item 4T.  Controls and Procedures		13
PART II Other Information
Item 1.  Legal Proceedings		14
Item 1A.  Risk Factors		14
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3.  Defaults Upon Senior Securities		14
Item 4.  (Removed and Reserved)		14
Item 5.  Other Information		14
Item 6.  Exhibits		14
SIGNATURE		15

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PART I – FINANCIAL INFORMATION

CASTWELL PRECAST CORP. AND SUBSIDIARY

CONSOLIDATED CONDENSED BALANCE SHEETS

		(Unaudited)
		June 30,		December 31,
ASSETS		2011		2010
Current Assets:
Cash	$	6,450	$	4,247
Total Current Assets		6,450		4,247
Equipment		93,332		93,332
Less:  Accumulated Depreciation		(79,974)		(73,962)
Total Equipment		13,358		19,370
Total Assets	$	19,808	$	23,617
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accrued Expenses	$	27,300	$	13,750
Total Liabilities		27,300		13,750
Commitments and Contingencies		-		-
Stockholders' Equity
Preferred Stock - $.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding		-		-
Common Stock - $.001 par value, 50,000,000 shares
authorized, 4,045,015 and 3,978,348 shares issued and
outstanding at June 30, 2011 and December 31, 2010,
respectively		4,045		3,978
Additional Paid-in-Capital		336,290		326,357
Accumulated Deficit		(347,827)		(320,468)
Total Stockholders' Equity		(7,492)		9,867
Total Liabilities and Stockholders' Equity	$	19,808	$	23,617

The accompanying notes are an integral part of these financial statements.

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CASTWELL PRECAST CORP. AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three months ended				Six months ended
		June 30,				June 30,
		2011		2010		2011		2010
Revenues	$	-	$	2,400	$	-	$	2,400
Cost of Goods Sold		-		1,042		-		1,042
Gross Profit		-		1,358		-		1,358
Expenses:
General and Administrative (Note 4)		4,308		9,745		21,347		21,827
Depreciation		3,006		3,006		6,012		6,012
Total Operating Expenses		7,314		12,751		27,359		27,839
Other Income and Expenses:
Interest Income		-		-		-		-
Net Loss	$	(7,314)	$	(11,393)	$	(27,359)	$	(26,481)
Weighted Average Common Shares Outstanding (Basic and Diluted)		4,045,015		3,978,348		4,011,866		3,894,757
Basic and Diluted Loss per Common Share	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)

The accompanying notes are an integral part of these financial statements.

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CASTWELL PRECAST CORP. AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Six months ended
		June 30,
		2011		2010
Cash Flows from Operating Activities:
Net (Loss)	$	(27,359)	$	(26,481)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation		6,012		6,012
Changes in current assets and liabilities:
Accounts receivable		-		(2,400)
Accrued expenses		13,550		5,038
Net cash Provided by (Used by) Operating Activities		(7,797)		(17,831)
Cash flows from Investing Activities		-		-
Net cash (Used by) Investing Activities		-		-
Cash Flows from Financing Activities:
Common stock issued for Cash		10,000		25,500
Net cash Provided by Financing Activities		10,000		25,500
Net (Decrease) Increase in Cash		2,203		(7,669)
Cash at Beginning of Period		4,247		1,362
Cash at End of Period	$	6,450	$	9,031
Cash paid for:
Interest	$	-	$	-
Taxes		-		-

The accompanying notes are an integral part of these financial statements.

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CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - ORGANIZATION AND OPERATIONS

Castwell Precast Corp. (the “Company”) was incorporated in Nevada on March 25, 2005. Since inception, the Company’s purpose has been to design, develop, and market precast concrete products.

On March 25, 2005, the Company formed Castwell Precast, Inc. to be operated as a subsidiary of the Company. As of June 30, 2011, the Company owned 100% of the shares of issued and outstanding stock of Castwell Precast, Inc.

NOTE 2 – SUMMARY OF ACCOUNTING POLICIES

A summary of the Company’s significant accounting policies applied in the preparation of the accompanying financial statements follows.

REVENUE RECOGNITION

The Company recognizes revenue upon delivery of its precast concrete products.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance.  The Company determines the allowance based on the known troubled accounts, historical experience, and other currently available evidence.  As of June 30, 2011 and December 31, 2010, the Company had a zero balance in the allowance for doubtful accounts.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has determined that the book value of the Company’s financial instruments at June 30, 2011 and December 31, 2010 approximates fair value.

USE OF ESTIMATES

In preparing the Company’s financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

DEPRECIATION

The Company’s fixed assets consist mainly of machinery and equipment used to produce concrete products it uses in its operations.  The Company provides for depreciation of its equipment by the straight-line method, using an estimated useful life of 7 years.  Depreciation expense for the six months ended June 30, 2011 and 2010 was $6,012 and $6,012, respectively.

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CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 – SUMMARY OF ACCOUNTING POLICIES - CONTINUED

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per common share is computed by dividing the net earnings available to common stockholders by the weighted average number of common shares outstanding.  Diluted earnings (loss) per common share is computed similarly to basic earnings (loss) per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of June 30, 2011 and December 31, 2010, the Company did not have any dilutive common stock equivalents.

INCOME TAXES

On June 30, 2011, the Company had a net operating loss available for carry forward of $347,827.  The tax benefit of approximately $121,739 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful as the Company has been unable to establish a projection of operating profits for future years.  The loss carryover will begin to expire in 2026.

BASIS OF PRESENTATION

These consolidated condensed financial statements reflect all adjustments that in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented.  All adjustments are of a normal recurring nature, unless otherwise disclosed.  The Company suggests that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.  The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

RECENT ACCOUNTING PRONOUNCEMENTS

Management believes that the adoption of any new relevant accounting pronouncements will not have a material effect on the Company’s results of operations or its financial position.

NOTE 3 – STOCKHOLDERS’ EQUITY

During 2005, the Company issued 100,000 warrants in conjunction with debt. This debt was converted to stock in December 2005, and the warrants remain outstanding as of June 30, 2011. At the time the warrants and debt were issued, the warrants were valued using the Black-Scholes model, and the related value was not material to the financial statement presentation.

The Company has authorized 10,000,000 shares of preferred stock, par value $.001, and 50,000,000 shares of common stock, par value $.001.

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CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – STOCKHOLDERS’ EQUITY - CONTINUED

On April 4, 2008, the Company completed the sale of 1,000,000 shares of common stock offered pursuant to a registration statement on Form SB-2.  The offering price was $0.15 per share and the Company received gross proceeds of $150,000.

On March 25, 2010, the Company completed the sale of 100,000 shares of common stock to an accredited investor.  The sale price was set at $0.15 per share and the Company received gross proceeds of $15,000.

On March 31, 2010, the Company completed the sale of $70,000 shares of common stock to an accredited investor.  The sale price was set at $0.15 per share and the Company received gross proceeds of $10,500.

On April 1, 2011, the Company completed the sale of 66,667 shares of common stock to an accredited investor.  The sale price was set at $0.15 per share and the Company received gross proceeds of $10,000.

As of June 30, 2011 the Company had zero shares of preferred stock outstanding and 4,045,015 shares of common stock outstanding

NOTE 4 – GENERAL & ADMINISTRATIVE EXPENSES

For the three months ended June 30, 2011, general and administrative expenses consisted of the following:

	Office		$	10
	Legal/Professional			3,850
	Auto			448
			$	4,308

For the three months ended June 30, 2010, general and administrative expenses consisted of the following:

	Office		$	138
	Legal/Professional			4,361
	Auto			586
	Contract Labor			4,500
	Taxes & Licenses			160
			$	9,745

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CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – GENERAL & ADMINISTRATIVE EXPENSES - CONTINUED

For the six months ended June 30, 2011, general and administrative expenses consisted of the following:

	Office		$	92
	Legal/Professional			19,646
	Auto			932
	Taxes/Licenses			677
			$	21,347

For the six months ended June 30, 2010, general and administrative expenses consisted of the following:

	Office		$	488
	Legal/Professional			15,656
	Auto			1,023
	Taxes/Licenses			160
	Contract Labor			4,500
			$	21,827

NOTE 5 – GOING CONCERN

The Company incurred a net operating loss of $7,314 for the three months ended June 30, 2011 and has an accumulated deficit of $347,827 as of June 30, 2011.  These conditions raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.   

Management’s plans to overcome the Company’s negative cash flows from operating activities and recurring operating losses include increased marketing activity in an attempt to increase the Company’s sales of window wells in connection with remodels as opposed to new construction, an attempt to identify other sources of revenue to provide the Company with cash flow pending the recovery of the housing market, and the reduction of operating expenses.  No assurances can be given that the Company will be able to accomplish these objectives or that if achieved, they will be adequate to eliminate the Company’s operating losses.  If the Company is unable to stem its history of operating losses before its capital is exhausted, it will be required to seek additional debt or equity funding in order to continue its operations.  The Company has not entered into any agreements or arrangement with regard to the provision of such additional funding and no assurances can be given that such funding will be available to the Company.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition.  The discussion should be read in conjunction with the consolidated financial statements and notes thereto.  

Forward Looking Statements

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  These statements reflect the Company’s views with respect to future events based upon information available to it at this time.  These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements.  These uncertainties and other factors include, but are not limited to the risk factors described herein under the caption “Risk Factors.”  The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.

General

We were incorporated on March 25, 2005 to engage in the business of manufacturing and installing precast concrete window wells. On April 4, 2008, we completed the sale of 1,000,000 shares of common stock pursuant to a registration statement on Form SB-2 from which we received gross proceeds of $150,000 before deducting the costs of the offering.  Although we have not yet operated on a profitable basis, the proceeds received from such offering were sufficient to sustain our operations through December 31, 2009. In order to provide the Company with additional working capital, during March 2010 we sold 170,000 shares of our common stock for $25,500 and during April 2011 we sold 66,667 shares for $10,000.  However, the proceeds from such stock sales have not satisfied our working capital requirements and we continue to be dependent on the receipt of additional equity or debt financing in order to continue our operations.

Our executive offices are located at the residence of our president and treasurer for which we pay no rent.  Our manufacturing operations are located in a manufacturing and warehouse facility owned by our vice president and located at 11744 South 2700 West, Riverton, Utah.  We use approximately one-third of the facility on a shared basis pursuant to an oral, month-to-month arrangement and we paid no rent for the use of such facility during the first six months of 2011.  We believe these facilities will be adequate for the operation of our business for at least the next twelve months.   

Our operations involve the manufacture, sale and installation of decorative pre-cast concrete window wells.  Substantially all of such work is performed by our officers with limited marketing assistance from an independent contractor.  To date, we have not operated on a profitable basis.  

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

As discussed below, the housing crisis and the related drop in new residential construction have substantially reduced the demand for our products and have had a material adverse effect on our business and financial condition.  If the housing crisis continues, we may be unable to resume the generation of product sales, our losses could increase and we could be forced to cease operations. We have not entered into any agreement or arrangement for the provision of additional debt or equity funding and no assurance can be given that such funding would be available to us on acceptable terms or at all.

During the three months ended June 30, 2011, our revenues were $0 compared to revenues of $2,400 for the three months ended June 30, 2010, a decrease of $2,400 or 100%.  The decrease is attributable to a complete lack of product sales during the second quarter of 2011 as result of the troubled housing market and the decrease in the construction of new homes.  For the three months ended June 30, 2011, our gross profit was $0 compared to a gross profit for the three months ended June 30, 2010 of $1,358, a decrease of $1,358.  The decrease is attributable to the decrease in revenues during the second quarter of 2011 as discussed above.

During the second quarter of 2011 our total operating expenses were $7,314 compared to operating expenses of $12,751 for the second quarter of 2010, a decrease of $5,437 or 42.6%.  The decrease is primarily attributable to a $4,500 decrease in contract labor and a $511 decrease in professional and legal fees during the second quarter of 2011.

During the three months ended June 30, 2011, our net loss was $7,314 compared to a net loss of $11,393 for the three months ended June 30, 2010.  The $4,079 decrease in net loss was primarily attributable to the $5,437 decrease in operating expenses discussed above offset slightly by the $1,358 decrease in gross profit.

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Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

During the six months ended June 30, 2011, our revenues were $0 compared to revenues of $2,400 for the six months ended June 30, 2010, a decrease of $2,400.  Revenues in both years were depressed as a result of the troubled housing market and the decrease in the construction of new homes.  For the six months ended June 30, 2011, our gross profit was $0 compared to a gross profit for the six months ended June 30, 2010 of $1,358 a decrease of $1,358.  The decrease is primarily attributable the decrease in revenues during the second quarter of 2011 as discussed above.

During the six months ended June 30, 2011 our total operating expenses were $27,359 compared to operating expenses of $27,839 for the first six months of 2010, a decrease of $480.  The decrease is primarily attributable to a $4,500 decrease in contract labor which was partially offset by a $3,990 increase in professional and legal fees.  

During the six months ended June 30, 2011, our net loss was $27,359 compared to a net loss of $26,481 for the six months ended June 30, 2010, an increase of $878.  The increase in net loss was primarily attributable to the $1,358 decrease in gross profit partially offset by the $480 decrease in operating expenses discussed above.

Liquidity and Capital Resources

On a consolidated basis, as of June 30, 2011, we had current assets in the form cash and receivables in the amount of $6,450 and current liabilities of $27,300, which resulted in a working capital deficit of $20,850.  As of December 31, 2010, we had cash in the amount of $4,247 and current liabilities of $13,750, which resulted in a working capital deficit of $9,503.  The $11,347 increase in our working capital deficit from December 31, 2010 to June 30, 2011 is primarily the result of general and administrative expenses incurred during the first six months of 2011.   

As indicated in Note 5 to our financial statements, we incurred a net operating loss of $7,314 for the three months ended June 30, 2011 and we have an accumulated deficit of $347,827 as of June 30, 2011.  In addition, we generated no revenue for the three months ended June 30, 2011.  These conditions raise substantial doubt about our ability to continue as a going concern.  The financial statements included with this report do not include any adjustments that might result from the outcome of these uncertainties.

At June 30, 2011, we did not have sufficient resources to permit us to continue our operations and we were dependent on the receipt of additional debt or equity funding.  In order to provide the Company with additional working capital on April 1, 2011 we sold 66,667 shares of our common stock in a private transaction for $10,000.  However, such funds were not sufficient to satisfy our working capital requirements and we require additional equity or debt financing to continue our operations.  We have not entered into any agreement or arrangement for the provision of additional funding and no assurance can be given that such funding will be available to us on acceptable terms or at all.  As a result of the continued downturn in our business, our president continued to forgo compensation during the second quarter of 2011.     

Management’s plans to overcome the Company’s working capital deficit, negative cash flows from operating activities and recurring operating losses include increased marketing activity in an attempt to increase the Company’s sales of window wells in connection with remodels as opposed to new construction, an attempt to identify other sources of revenue to provide the Company with cash flow pending the recovery of the housing market, and the reduction of operating expenses.  No assurances can be given that the Company will be able to accomplish these objectives or that if achieved, they will be adequate to eliminate the Company’s operating losses.  If the Company is unable to stem its history of operating losses before its capital is exhausted, it will be required to seek additional debt or equity funding in order to continue its operations.  The Company has not entered into any agreements or arrangement with regard to the provision of such additional funding and no assurances can be given that such funding will be available to the Company.

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Cash Flows

Operating Activities

Net cash used by operating activities was $7,797 for the six months ended June 30, 2011 resulting primarily from the net loss of $27,359 partially offset by $6,012 in depreciation expense and a $13,550 increase in accrued expenses.  Net cash used by operating activities was $17,831 during the six months ended June 30, 2010 resulting primarily from the net loss of $26,481 partially offset by $6,012 in depreciation expense and a $5,038 increase in accrued expenses.   

Investing Activities

There was no net cash used by or provided by investing activities during the first quarter of 2011 or 2010.

Financing Activities

Net cash provided by financing activities was $10,000 during the six months ended June 30, 2011 as a result of our sale of 66,667 shares of our common stock during April 2011.  Net cash provided by financing activities was $25,500 during the six months ended June 30, 2010 as a result of our sale of 170,000 shares of our common stock during March 2010.  

Condensed Financial Statements

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from the accompanying financial statements.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2010 audited financial statements.

Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any.  We consider our significant accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

Revenue Recognition

The Company recognizes revenue upon delivery of its precast concrete products.

Allowance for Doubtful Accounts

The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of June 30, 2011 and December 31, 2010, the Company had a zero balance in the allowance for doubtful accounts.

Fair Value of Financial Instruments

The Company has determined that the book value of the Company’s financial instruments at June 30, 2011 and December 31, 2010 approximates fair value.

Use of Estimates

In preparing the Company’s financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Depreciation

The Company’s fixed assets consist mainly of machinery and equipment used to produce the concrete products it uses in its operations. The Company provides for depreciation of its equipment by the straight-line method, using an estimated useful life of 7 years.  Depreciation expense for the six months ended June 30, 2011 and 2010 was $6,012 and $6,012, respectively.

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Basic and Diluted Earnings (Loss) Per Share

Basic earnings (loss) per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share is computed similarly to basic earnings (loss) per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of June 30, 2011 and December 31, 2010, the Company did not have any dilutive common stock equivalents.

Income Taxes

On June 30, 2011, the Company had a net operating loss available for carry forward of $347,827. The tax benefit of approximately $121,739 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful as the Company has been unable to establish a projection of operating profits for future years. The loss carryover will begin to expire in 2026.

Recent Accounting Pronouncements

Management believes that the adoption of any new relevant accounting pronouncements will not have a material effect on the Company’s results of operations or its financial position.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.  The Company is a “smaller reporting company.”

Item 4T.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.  Under the supervision and with the participation of our management, including our President and Treasurer, who serves as our principal executive and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report.  Based upon that evaluation, our President and Treasurer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and Treasurer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.    

 

Changes in Internal Control Over Financial Reporting.  During the most recent quarter ended June 30, 2011, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In conducting an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, our President and Treasurer identified a weakness in the Company’s internal control, which arises from the fact that the Company’s principal executive and principal financial officers are the same person, which does not allow for segregation of duties.  The President and Treasurer believes the weakness is mitigated by the limited number of transactions each year and the engagement of an outside certified public accounting firm to assist us with period end financial disclosure and reporting processes and the preparation of quarterly financial statements.  As such, our President and Treasurer does not believe the weakness has a material effect on the accuracy and completeness of our financial reporting and disclosure as included in this report or that the weakness constitutes a material weakness such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or deterred on a timely basis.

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Part II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, its properties are not the subject of any such proceedings.

Item 1A.  Risk Factors.

See the risk factors described in Item 1A of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During April 2011, we sold 66,667 shares of our common stock to an accredited investor for $10,000. The investor represented that he was an “accredited investor” as defined in Rule 501 of Regulation D.  No underwriter was involved in the foregoing transaction and the shares were sold by the Company directly to the investor.  The shares were sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from such registration requirements provided by Section 4(2) of the Securities Act for transactions not involving any public offering.  The shares were sold without general advertising or solicitation, the purchaser acknowledged that he was purchasing restricted securities which had not been registered under the Securities Act and which were subject to certain restrictions on resale, and the certificates representing  the shares were or will be imprinted with the usual and customary restricted stock legend.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. (Removed and Reserved)

Item 5.  Other Information.

Not Applicable.

Item 6.

Exhibits

The following documents are included as exhibits to this report:

(a) Exhibits

ExhibitNumber		SEC Reference Number		Title of Document		Location
3.1		3		Article of Incorporation		Incorporated by Reference*
3.2		3		Bylaws		Incorporated by Reference*
31.1		31		Section 302 Certification of Chief Executive and Chief Financial Officer		This Filing
32.1		32		Section 1350 Certification of Chief Executive and Chief Financial Officer		This Filing
101.INS**				XBRL Instance Document		***
101.SCH**				XBRL Taxonomy Extension Schema		***
101.CAL**				XBRL Taxonomy Extension Calculation Linkbase		***
101.DEF**				XBRL Taxonomy Extension Definition Linkbase		***
101.LAB**				XBRL Taxonomy Extension Label Linkbase		***
101.PRE**				XBRL Taxonomy Extension Presentation Linkbase		***

*Incorporated by reference to Exhibits 3.1 and 3.2 of the Company’s Registration Statement on Form SB-2 filed July 16, 2007.

**XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

*** To be filed by amendment.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Castwell Precast Corporation
Date:  August 15, 2011	By  /s/ Jason Haislip
	Jason Haislip
	President and Treasurer
	(Principal Executive and Financial Officer)

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