SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

READY MIX, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

755747102

(CUSIP Number)

Meadow Valley Corporation
4602 E. Thomas Rd.
Phoenix, Arizona 85018
(602) 437-5400

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 11, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 755747102 

1	NAMES OF REPORTING PERSONS: Meadow Valley Corporation
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Nevada
		7	SOLE VOTING POWER:
NUMBER OF			2,591,212
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,591,212
WITH		10	SHARED DISPOSITIVE POWER:
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,591,212
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	68.1% of Common Stock(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	HC

(1) Based on 3,807,500 shares of Common Stock of the Issuer outstanding as of May 2, 2007, according to the Form 10-Q filed by the Issuer on May 9, 2007.

SCHEDULE 13D/A

This Amendment No. 1 amends the Schedule 13D filed by Meadow Valley Corporation, a Nevada corporation (“Meadow Valley”) on July 12, 2007 with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Ready Mix, Inc. (the “Issuer”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Schedule 13D.

The following Items are hereby amended and restated in their entirety to read as follows:

Item 2. IDENTITY AND BACKGROUND

     This Schedule 13D is filed by Meadow Valley Corporation, a Nevada corporation (“Meadow Valley”). Meadow Valley is principally engaged in the construction industry as both a provider of construction services and a supplier of construction materials, and has its principal executive offices at 4602 East Thomas Road, Phoenix, Arizona 85018. Prior to the completion of the Issuer’s public offering in August of 2005, it had been funded, owned and controlled by Meadow Valley. Prior to July 2, 2007, Meadow Valley owned approximately 53% of the Issuer’s common stock. On July 2, 2007 and July 11, 2007, Meadow Valley purchased additional shares of the Issuer’s Common Stock in the open market and as of the date of this Amendment No. 1 to Schedule 13D owns approximately 68.1% of the Issuer’s common stock.

     The name, business address, present principal occupation or employment, and citizenship of each executive officer and director of Meadow Valley is set forth in Schedule I hereto and is incorporated herein by reference.

     During the last five years, neither Meadow Valley, nor, to the knowledge of Meadow Valley, any of the persons listed on Schedule I hereto, has been convicted in any criminal proceeding and was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     On July 2, 2007, Meadow Valley purchased 476,550 shares of the Issuer’s Common Stock from a shareholder of the Issuer for $6,790,837.50. On July 11, 2007, Meadow Valley purchased an additional 89,662 shares of the Issuer’s Common Stock from shareholders of the Issuer for $1,165,606. The total amount of funds expended for the purchases of the Common Stock was $7,956,443.50. These funds were from cash on hand generated by Meadow Valley’s operations.

Item 5. INTERESTS IN SECURITIES OF THE ISSUER

     As of the date of this Amendment No. 1 to Schedule 13D, Meadow Valley beneficially owns 2,591,212 shares of Common Stock, representing approximately 68.1% of the shares of Common Stock outstanding, based on the 3,807,500 shares of Common Stock reported by the Issuer to be outstanding as of May 2, 2007 in the Issuer’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2007 filed with the Securities and Exchange Commission on May 9, 2007.

     Meadow Valley has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition the 2,591,212 shares of Common Stock held by it.

     The aggregate number of shares of Common Stock owned by the persons listed on Schedule I, the respective percentage of the class represented by such shares and the voting rights associated with such shares are as set forth on Schedule I hereto.

     During the past sixty days, the following transactions in the Issuer’s Common Stock have been effected by Meadow Valley: July 2, 2007 purchase of 476,550 shares of the Issuer’s Common Stock from a shareholder of the Issuer; July 11, 2007 purchase of 89,662 shares of the Issuer’s Common Stock

from shareholders of the Issuer pursuant to Block Trade Agreements in the form attached hereto as Exhibit 1.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit	Description
1	Form of Block Trade Agreement

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 23, 2007	MEADOW VALLEY CORPORATION
	By:	/s/ David D. Doty
	Name:	David D. Doty
	Title:	Chief Financial Officer

SCHEDULE I

     The name and present principal occupation of each director and executive officer of Meadow Valley Corporation (“Meadow Valley”) are set forth below. Also set forth below is the aggregate number of shares of Common Stock owned by each person, the percentage of the class represented by such shares, and the voting rights with respect to such shares. The business address for each person listed below is c/o Meadow Valley Corporation, 4602 E. Thomas Rd., Phoenix, Arizona 85018, and each person below is a United States citizen.

		Number of	Percentage of	Voting
		Shares of	Class	Rights with
		Common Stock	Represented by	Respect to
		of Ready Mix,	Shares	Shares
		Inc. Beneficially	Beneficially	Beneficially
Name and Address	Present Principal Occupation	Owned (1)	Owned (2)	Owned (1)
Bradley E. Larson	President, Chief Executive Officer and Director of Meadow Valley	2,595,712 (3) (4)	68.2%	(1)(4)
Kenneth D. Nelson	Vice President, Chief Administrative Officer and Director of Meadow Valley	4,500 (3)	**	(1)
David D. Doty	Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of Meadow Valley	2,250 (3)	**	(1)
Don A. Patterson*	President of Charles Cowan & Associates, Ltd.	7,250 (3)	**	(1)
Charles R. Norton*	Vice President of Trinity Industries	9,500 (3)	**	(1)
Charles E. Cowan*	Chief Executive Officer of Legacy Window Coverings, LLC	9,500 (3)	**	(1)

*	Director of Meadow Valley
**	Less than 1%
(1)	Beneficial ownership includes direct and indirect ownership of shares of Common Stock, including rights to acquire beneficial ownership of shares upon the exercise of stock options exercisable as of July 2, 2007 and that would become exercisable within 60 days of such date. Unless otherwise indicated, each person listed above has sole voting and investment power over the shares listed as beneficially owned by such shareholder, subject to community property laws where applicable.
(2)	Based on 3,807,500 shares of Common Stock of the Issuer outstanding as of May 2, 2007, according to the Form 10-Q filed by the Issuer on May 9, 2007.
(3)	Includes vested portion of stock options to purchase 16,750 shares of Common Stock.
(4)	Mr. Larson is Chief Executive Officer and majority shareholder of Meadow Valley, which owns 2,591,212 shares of Ready Mix, Inc. Common Stock, and may be deemed a beneficial owner of these shares under the rules of the SEC. The Board of Directors of Meadow Valley, by majority vote, votes these shares through Mr. Larson.

EX-1

EXHIBIT 1

BLOCK TRADE AGREEMENT

                    , 2007

                    SHARES OF COMMON STOCK OF READY MIX, INC.

     This Block Trade Agreement dated                     , 2007 (the “Agreement”), sets out the terms under which Meadow Valley Corporation (“Buyer”) will purchase                      shares of common stock (the “Shares”) of Ready Mix, Inc. (the “Issuer”) from                                          (“Seller”).

     1. PURCHASE AND SALE

     Subject to the terms and conditions of this agreement (the “Agreement”), Seller agrees as legal and beneficial owner to sell the Shares, free of all liens, charges or other encumbrances and Buyer agrees to purchase and pay for the Shares at a net price of $                     per Share for a total consideration of $                     (the “Purchase Price”) together with all dividends, distributions and other benefits attaching to the Shares as from the date hereof (the “Trade Date”).

     2. CLOSING

     (a) On                     , 2007 or at such other time and/or date as Seller and Buyer may agree (the “Closing Date”), Buyer shall pay to Seller the Purchase Price for the Shares by transfer to Seller’s account to be identified in writing at least 24 hours prior to payment against delivery of the Shares on the Closing Date. Such delivery shall be effected by crediting the Shares in registered form to the participant account of Meadow Valley Corporation, TD Ameritrade account number 787-364839 at the Depository Trust and Clearing Corporation (“DTC”), DTC participant number 0188.

     (b) Seller undertakes with Buyer that it will bear and pay any stamp or other duties or taxes on or in connection with the sale and transfer of the Shares to be sold by Seller and the execution and delivery of this Agreement and any other tax payable by Seller in connection with the transaction contemplated hereby.

     3. EXPENSES

     Seller and Buyer shall bear their own legal costs (if any) and all their other out-of-pocket expenses (if any).

     4. REPRESENTATIONS AND WARRANTIES

     (a) As a condition of the obligation of Buyer to purchase and pay for the Shares, Seller represents and warrants to Buyer as follows:

(i)	that Seller is the holder and sole legal and beneficial owner of the Shares free from all liens, charges and other encumbrances and that, to the best knowledge of Seller, the Shares rank pari passu in all respects with other outstanding shares of common stock of the Issuer, including their entitlement to dividends;
(ii)	that Seller has the power and authority to sell the Shares hereunder and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, the Shares, or any of them;
(iii)	that the execution, delivery and performance of this Agreement has been duly authorized by Seller and upon execution and delivery of the Agreement by the Buyer and the Seller will constitute a legal, valid and binding obligation of Seller;
(iv)	that the execution, delivery and performance of this Agreement by Seller will not infringe any law or regulation applicable to Seller and is not and will not be contrary to the provisions of the constitutional documents of Seller and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which Seller is a party or by which it or its property is bound;
(v)	that there are no restrictions (contractual or otherwise) prohibiting or otherwise affecting the sale or transfer of the Shares to Buyer, other than those necessary to ensure compliance with the registration requirements of the Securities Act of 1933, as amended (the “Act”), or an exemption therefrom, and those contained in the constituent documents of the Issuer, and no consents or approvals are required to be obtained in connection with the sale of the Shares to Buyer and the sale of the Shares to Buyer will not violate or breach any representation or warranty made by Seller pertaining to the Shares; and
(vi)	that all consents and approvals of any court, government department or other regulatory body required by Seller for the offering of the Shares and the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect.

     (b) Seller covenants with Buyer that it will keep Buyer indemnified against any losses, liabilities, costs, claims, actions and demands (including any expenses arising in connection therewith) which it may incur, or which may be made against it as a result of or in relation to any actual or alleged misrepresentation in or breach of any of the above representations and warranties and will reimburse Buyer for all costs, charges and expenses which it may pay or incur in connection with investigating, disputing or defending any such action or claim.

     (c) The above representations, warranties and indemnity shall continue in full force and effect notwithstanding any investigation by or on behalf of Buyer or completion of this Agreement.

     6. CONDITIONS TO CLOSING

     The obligations of Buyer hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of Seller herein are, and as of the Closing Date will be, true, complete and accurate.

     7. LAW

     This Agreement shall be governed and construed in accordance with the laws of the State of Arizona without giving effect to the principles of conflicts of law thereof.

     8. NOTICES

     All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by an overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Seller, to:

                                        
                                        
                                        
Attention:
Telephone:
Fax:

If to the Buyer, to:

Meadow Valley Corporation
4602 E. Thomas Road
Phoenix, AZ 85018
Attention: Brad Larson
Telephone: (602) 437-5400
Fax: (602) 437-1681

     9. MISCELLANEOUS

     (a) Time shall be of the essence of this Agreement.

     (b) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     (c) In the event any provision of this Agreement is found to be or becomes invalid or unenforceable, no other provision of this Agreement shall thereby be affected and the Agreement shall remain valid and enforceable in respect of all remaining provisions, and any invalid or

unenforceable provision will be deemed to be replaced by a provision which as nearly as possible accomplishes the commercial purpose of the original.

     (d) This Agreement may be amended, modified and supplemented in any and all respects only by written agreement of the parties hereto.

     (e) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

     (f) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

[Signature Page Follows]

     If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Upon acceptance by you this Agreement and such acceptance shall constitute a binding agreement between Buyer and Seller as of the date first stated above.

[SELLER]
By:
	Name:
	Title:
MEADOW VALLEY CORPORATION
By:
	Name:	Brad Larson
	Title:	Chief Executive Officer