10-Q

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 March 31, 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) 599-5443
(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

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 ¨    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                                           ¨                      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 May 7, 2011, the issuer had outstanding 4,045,015 shares of common stock, par value $0.001.

CASTWELL PRECAST CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2011

INDEX

PART I   Financial Information
Item 1.  Consolidated Condensed Unaudited Financial Statements
	Consolidated Condensed Balance Sheets	3
	Consolidated Condensed Unaudited Statements of Operations	4
	Consolidated Condensed Unaudited 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

2

PART I – FINANCIAL INFORMATION

CASTWELL PRECAST CORP. AND SUBSIDIARY

CONSOLIDATED CONDENSED BALANCE SHEETS

	(Unaudited)
	March 31,	December 31,
ASSETS	2011	2010
Current Assets:
Cash	$               2,108	$              4,247
Total Current Assets	2,108	4,247
Equipment	93,332	93,332
Less:  Accumulated Depreciation	(76,968)	(73,962)
Total Equipment	16,364	19,370
Total Assets	$             18,472	$            23,617
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accrued Expenses	$            28,650	$            13,750
Total Liabilities	28,650	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, 3,978,348 shares issued and
outstanding at March 31, 2011 and December 31, 2010	3,978	3,978
Additional Paid-in-Capital	326,357	326,357
Accumulated Deficit	(340,513)	(320,468)
Total Stockholders' Equity	(10,178)	9,867
Total Liabilities and Stockholders' Equity	$           18,472	$            23,617

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

3

CASTWELL PRECAST CORP. AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended
	March 31,
	2011	2010
Revenues	$                       -	$                       -
Cost of Goods Sold	-	-
Gross Profit	-	-
Expenses:
General and Administrative (Note 4)	17,039	12,082
Depreciation	3,006	3,006
Total Operating Expenses	20,045	15,088
Net Loss	$           (20,045)	$            (15,088)
Weighted Average Common Shares Outstanding (Basic and Diluted)	3,978,348	3,816,904
Basic and Diluted Loss per Common Share	$               (0.00)	$                (0.00)

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

4

CASTWELL PRECAST CORP. AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three months ended
	March 31,
	2011	2010
Cash Flows from Operating Activities:
Net (Loss)	$      (20,045)	$       (15,088)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation	3,006	3,006
Changes in current assets and liabilities:
Accrued expenses	14,900	11,283
Net cash  (Used by) Operating Activities	(2,139)	(799)
Cash Flows from Investing Activities	-	-
Cash Flows from Financing Activities:
Common stock issued for Cash	-	25,500
Net cash Provided by Financing Activities	-	25,500
Net (Decrease) Increase in Cash	(2,139)	24,701
Cash at Beginning of Period	4,247	1,362
Cash at End of Period	$           2,108	$           26,063
Cash paid for:
Interest	$                  -	$                    -
Taxes	-	-

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

5

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 March 31, 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 March 31, 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 March 31, 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 three months ended March 31, 2011 and 2010 was $3,006 and $3,006, respectively.

6

CASTWELL PRECAST CORP. AND SUBSIDIARY

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 – SUMMARY OF ACCOUNTING POLICIES

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 March 31, 2011 and December 31, 2010, the Company did not have any dilutive common stock equivalents.

INCOME TAXES

On March 31, 2011, the Company had a net operating loss available for carry forward of $340,513.  The tax benefit of approximately $119,179 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 three months ended March 31, 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 March 31, 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.

7

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.

As of March 31, 2011 the Company had zero shares of preferred stock outstanding and 3,978,348 shares of common stock outstanding.

NOTE 4 – GENERAL & ADMINISTRATIVE EXPENSES

For the three month period ended March 31, 2011, general and administrative expenses consisted of the following:

Office	$	82
Legal/Professional		15,796
Auto		485
Licenses		465
Sales Tax		211
	$	17,039

For the three month period ended March 31, 2010, general and administrative expenses consisted of the following:

Office	$	331
Legal/Professional		11,295
Auto		437
Payroll		19
	$	12,082

NOTE 5 – GOING CONCERN

The Company incurred a net operating loss of $20,045 and $15,088 for the three month periods ended March 31, 2011 and 2010 and has an accumulated deficit of $340,513 as of March 31, 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.   

8

CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5 – GOING CONCERN - CONTINUED

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.

NOTE 6 – SUBSEQUENT EVENTS

On April 1, 2011, the Company completed the sale of 66,667 shares of its 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.

9

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.  In order to provide the Company with additional working capital, during March 2010 we sold 170,000 shares of our common stock $25,500 and during April 2011, subsequent to the end of the first quarter of 2011, we sold 66,667 shares of our common stock for $10,000.  However, the proceeds from such stock sales did not satisfy our working capital requirements and we are 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 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 quarter 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.

First Quarter of 2011 Compared to First Quarter of 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.  In March 2010, we sold 170,000 shares of our common stock in two private transactions for $25,500 and in April 2011, we sold 66,667 shares of our common stock in a private transaction for $10,000, to provide the Company with additional working capital.  Except for the foregoing, 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 terms acceptable to us or at all.

We did not generate any revenues during the first fiscal quarter of 2011 or 2010.   The lack of revenues during such periods is attributable to a lack of product sales as result of the troubled housing market and the decrease in the construction of new homes.  Our gross profit was $0 for the three months ended March 31, 2010 and March 31, 2010, respectively.  The $0 of gross profit is due to our lack of revenues and costs of goods sold during the first quarter of 2011 and 2010, respectively.

10

During the first quarter of 2011 our total operating expenses were $20,045 compared to operating expenses of $15,088 for the first quarter of 2010, an increase of $4,957.  The increase is primarily attributable to an increase in legal and professional fees in connection with the preparation of our annual report on Form 10-K and related audited financial statements during the first quarter of 2011 as compared to 2010.

During the three months ended March 31, 2011, our net loss was $20,045 compared to a net loss of $15,088 for the three months ended March 31, 2010.

Liquidity and Capital Resources

On a consolidated basis, as of March 31, 2011, we had current assets in the form cash in the amount of $2,108 and current liabilities in the form of accrued expenses of $28,650, which resulted in a working capital deficit of $26,542.  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 $17,039 increase in our working capital deficit from December 31, 2010 to March 31, 2011 is primarily the result of general and administrative expenses incurred during the first quarter of 2011.

As indicated in Note 5 to our financial statements, we incurred net operating losses of $20,045 and $15,088 for the three months ended March 31, 2011 and 2010, respectively, and we have an accumulated deficit of $340,513 as of March 31, 2011.  In addition, we had no revenues for the three months ended March 31, 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 March 31, 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.  On April 1, 2011, subsequent to the end of the first quarter of 2011, we sold 66,667 shares of our common stock in a private transaction for $10,000, to provide the Company with additional working capital.  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 first 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.

Cash Flows

Operating Activities

Net cash used by operating activities was $2,139 for the first quarter of 2011 resulting primarily from the net loss of $20,045 partially offset by $3,006 in depreciation expense and a $14,900 increase in accrued expenses.  Net cash used by operating activities was $799 during the first quarter of 2010 resulting primarily from the net loss of $15,088 partially offset by $3,006 in depreciation expense and an $11,283 increase in accrued expenses.

11

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 $0 during the first quarter of 2011.  Net cash provided by financing activities was $25,500 during the first quarter of 2010 as a result of our sale of 170,000 shares of our common stock.

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 March 31, 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 March 31, 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 three months ended March 31, 2011 and 2010 was $3,006 and $3,006, respectively.

12

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 March 31, 2011 and December 31, 2010, the Company did not have any dilutive common stock equivalents.

Income Taxes

On March 31, 2011, the Company had a net operating loss available for carry forward of $340,513. The tax benefit of approximately $119,179 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 March 31, 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.

13

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.

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 our knowledge, our 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.

Not Applicable.

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

Exhibit Number	SEC Reference Number	Title of Document	Location
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

14

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:  May 16, 2011	By /s/ Jason Haislip
	Jason Haislip
	President and Treasurer
	(Principal Executive and Financial Officer)

15

EX-31.1

Exhibit 31.1

I, Jason Haislip, certify that:

1.   I have reviewed this report on Form 10-Q of Castwell Precast Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2011                                                                                      /s/ Jason Haislip

      Jason Haislip

      President and Treasurer

      (Principal Executive Officer and

      Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Castwell Precast Corporation (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2011 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Jason Haislip, President, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

                (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

May 16, 2011                                                                            /s/ Jason Haislip

  Jason Haislip

  President and Treasurer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act has been furnished to Castwell Precast Corporation and will be retained by Castwell Precast Corporation and furnished to the Securities and Exchange Commission or its staff upon request.