Castwell Precast CORP (Form: SB-2, Received: 07/16/2007 17:25:05)

A PROFESSIONAL CORPORATION

4764 SOUTH 900 EAST, SUITE 3-C

TELEPHONE: (801) 263-3576

ATTORNEY AT LAW

SALT LAKE CITY, UTAH 84117

FACSIMILE: (801) 685-0949

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2007

Registration No. 333-____

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

Castwell Precast Corporation

(Name of Small Business Issuer in its Charter)

NEVADA

(State or Other Jurisdiction of

Incorporation or Organization)

1770

(Primary Standard Industrial

Classification Code Number)

20-2722022

(I.R.S. Employer

Identification Number)

5641 South Magic Drive

Murray, Utah 84107

(801) 599-5443

(Address and telephone number of Principal Executive Offices)

Same as Above

(Address of Principal Place of Business or Intended Principal Place of Business)

Jason T. Haislip

5641 South Magic Drive

Murray, Utah 84107

(801) 599-5443

(Name, Address and Telephone Number of Agent for Service)

copies to:

Mark N. Schneider, Esq.

Mark N. Schneider, A Professional Corporation

4764 South 900 East, Suite 3-C

Salt Lake City, Utah 84117

Telephone: (801) 263-3576

Fax: (801) 685-0949

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each

Class of

Securities to be

Registered

Amount

to be

Registered

Proposed

Maximum

Offering Price

Per Unit(1)

Proposed

Maximum

Aggregate

Offering Price(1)

Amount of

Registration

Fee

Common Stock
Par Value $0.001

1,000,000

$0.15

$150,000

$4.61

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject To Completion, Dated July 16, 2007

The information contained in this prospectus is not complete and may be changed.

We may not sell these securities until the registration statement filed with

the Securities and Exchange Commission is effective. This prospectus is not

an offer to sell these securities and it is not soliciting an offer to buy these

securities in any jurisdiction where the offer or sale is not permitted.

1,000,000 Shares

Castwell Precast Corporation

Common Stock

$ 0.15 Per Share

This is an initial public offering of shares of common stock of Castwell Precast Corporation, a Nevada corporation, par value $0.001 (the “Shares”). We are offering up to 1,000,000 Shares at an offering price of $0.15 per Share. The offering is being conducted on a “best efforts, 800,000 Shares minimum, 1,000,000 Shares maximum” basis. The minimum purchase by any investor is 2,000 Shares, unless waived by us. There is no assurance that all or any of the Shares will be sold. Our officers and directors and their affiliates may purchase Shares in the offering and such purchases will count toward the sale of the minimum number of Shares. The offering will continue until the earlier of the date all offered Shares have been sold or three months from the date of this Prospectus (unless extended by us for one additional month). Proceeds from the sale of Shares will be deposited in a segregated escrow account maintained for this offering by Colonial Stock Transfer Co., Inc. as escrow agent for Castwell Precast Corporation, 66 Exchange Place, Salt Lake City, Utah 84111, until subscriptions for at least 800,000 Shares have been received. If we do not sell 800,000 Shares within three months of the date of this Prospectus (unless extended by us for one additional month), all proceeds received will be returned promptly to subscribers without paying interest or deducting any expenses of the offering. Subscribers will not have the use of their funds, will not earn interest on funds held in escrow and will not be able to obtain the return of funds placed in escrow until the offering period expires, which may be up to four months. The Shares are being offered through our officers who will not be compensated for such activities. No broker-dealer is participating in this offering and no sales commissions will be paid to any person in connection with this offering.

There is currently no trading market for our Shares and there can be no assurance that any trading market will develop in the future.

An investment in our stock is extremely speculative and involves several significant risks. You are cautioned not to invest unless you can afford the loss of your entire investment. We urge you to read the “Risk Factors” section of this Prospectus beginning on page 3, and the rest of this Prospectus, before making an investment decision.

	Offering Price to Public ⁽¹⁾	Proceeds to Company ⁽²⁾
Per share	$0.15	$0.15
Total:
Minimum Offering	$120,000	$120,000
Maximum Offering	$150,000	$150,000

⁽¹⁾ The offering price of $0.15 per Share has been arbitrarily determined by us. The offering price bears no relation to the assets or book value
of the Company or to any other recognized criteria of value.

⁽²⁾ The proceeds to the Company do not reflect the deduction of expenses of this offering, estimated at $30,000.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is July [__], 2007.

Table of Contents

Page

Prospectus Summary

Risk Factors

Forward-Looking Statements

Market for Common Stock and Dividend Policy

Use of Proceeds

Dilution

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business

Management

Executive Compensation

Certain Relationships and Related Transactions

Principal Stockholders

Description of Capital Stock

Plan of Distribution

Where You Can Find Additional Information

Legal Matters

Experts

Financial Statements

F-1

Prospectus Summary

This Prospectus summary contains an overview of the information from this Prospectus, but may not contain all of the information that is important to you. This Prospectus includes specific terms of the offering of our Shares of common stock and summary information about our business and financial data. We encourage you to read this Prospectus, including the “Risk Factors” section beginning on page 3, in its entirety before making an investment decision.

Castwell Precast Corporation

We are a start-up company that manufactures and installs precast concrete window wells for new and existing residential properties in the Salt Lake City, Utah Metropolitan Area.

Our Address

Our executive offices are currently located at the residence of our corporate secretary at 5641 South Magic Drive, Murray, Utah 84107, where our telephone number is (801) 599-5443. We also lease an approximately 4,000 square foot manufacturing and warehouse facility located at 4131 South 420 West, Murray, Utah.

The Offering

Offering Price:

$0.15 per Share

Shares of common stock offered:

Minimum Offering

800,000 shares

Maximum Offering

1,000,000 shares

Common stock to be outstanding after the offering:

Minimum Offering

3,608,348 shares

Maximum Offering

3,808,348 shares

Use of Proceeds

We plan to use the proceeds from this offering to acquire additional equipment, pay our general and administrative expenses and for use as working capital. See “Use of Proceeds.”

Plan of Distribution

The offering is being conducted on a “best efforts, 800,000 Shares minimum, 1,000,000 Shares maximum” basis. The minimum purchase by any investor is 2,000 Shares, unless waived by us. There is no assurance that all or any of the Shares will be sold. Our officers and directors and their affiliates may purchase Shares in the offering and such purchases will count toward the sale of the minimum number of Shares. The offering will continue until the earlier of the date all offered Shares have been sold or three months from the date of this Prospectus (unless extended by us for one additional month). Proceeds from the sale of Shares will be deposited in a segregated escrow account maintained for this offering by Colonial Stock Transfer Co., Inc. as escrow agent for Castwell Precast Corporation, 66 Exchange Place, Salt Lake City, Utah 84111, until subscriptions for at least 800,000 Shares have been received. If we do not sell 800,000 Shares within three months of the date of this Prospectus (unless extended by us for one additional month), all proceeds received will be returned promptly to subscribers without paying interest or deducting any expenses of the offering. Subscribers will not have the use of their funds, will not earn interest on funds held in escrow and will not be able to obtain the return of funds placed in escrow until the offering period expires, which may be up to four months. The Shares are being offered through our officers who will not be compensated for such activities. No broker-dealer is participating in this offering and no sales commissions will be paid to any person in connection with this offering. See “Plan of Distribution.”

Dilution

The purchase of our Shares will result in substantial and immediate dilution to the purchasers in the offering in the amount of approximately $0.103 per Share, or 68.7% of the offering price, if the minimum number of Shares is sold, and $0.098 per Share, or 65.3% of the offering price, if the maximum number of Shares is sold. See “Dilution.”

Risk Factors

An investment in our Shares is extremely speculative and involves significant risks. You are cautioned not to purchase our Shares unless you can afford to lose your entire investment. You should carefully consider the following risk factors before you decide to buy our Shares. You should also carefully read and consider all the information we have included in this Prospectus before you decide to buy our Shares.

We were incorporated in March 2005, have not achieved profitable operations and there can be no assurance that we will be able to operate at a profit in the future.

We were relatively recently incorporated on March 25, 2005. We incurred a net loss of $55,571 for the approximately nine months ended December 31, 2005 and a net loss of $8,700 for the fiscal year ended December 31, 2006. There can be no assurance that we will be able to operate at profit in the future.

Our financial statements contain a going concern qualification indicating that we do not have the necessary working capital for our planned activity which raises doubts about our ability to continue as a going concern.

Our financial statements contain a going concern qualification indicating that we do not have the necessary working capital for our planned activity and stating that this raises doubts about our ability to continue as a going concern. As of December 31, 2006, we had only $19,714 in the form of cash and accounts receivable, equipment with a net carrying value of $64,212 after depreciation, and no liabilities. We have not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that we would be able to obtain additional debt or equity

capital should it be required in order to continue our operations. There can be no assurance that our current working capital will be adequate to allow us to continue to implement our business plan or that we will be able to continue as a going concern.

Our operations will be subject to various risks including, but not limited to, downturns in the residential housing market which could reduce the demand for our products and have a material adverse effect on our business and financial condition.

Our success will depend on our ability to grow our operations and increase our profitability as our revenues begin to exceed our costs of operation. Our operations will be subject to various risks including, but not limited to, downturns in the residential housing market, which could reduce the demand for our products and have a material adverse effect on our business and financial condition.

We depend on our officers and the loss of their services would have an adverse effect on our business.

We are dependent on our officers, particularly our secretary, Jason T. Haislip, to operate our business and the loss of any of such persons would have an adverse impact on our operations until such time as they could be replaced, if they could be replaced. We do not have employment agreements with our officers and we do not carry key man life insurance on their lives. (See “Management.”)

We arbitrarily established our offering price for the Shares, such price bears no relationship to our assets, earnings, book value or other criteria of value and you may not be able to liquidate the Shares at such offering price or at all.

We arbitrarily established the offering price of our Shares in order for us to raise a maximum amount of approximately $150,000 in this offering. The offering price bears no relationship to our assets, earnings, book value, or other criteria of value. There can be no assurance that the offering price represents the fair market value of the Shares, or that you will be able to sell the Shares in the future at a price that is at or above the offering price or that you will be able to sell the Shares at all.

There is currently no market for our stock and there is no assurance that any market will develop in the future, which means a purchaser in the offering may not be able to resell the Shares in the future.

There is currently no trading market for our stock and no assurances can be given that any trading market will develop in the future. The purchase of our Shares must be considered an “illiquid” investment and a purchaser may not be able to resell the Shares in the future. (See “Market for Common Stock and Dividend Policy”).

Our stock will be subject to special sales practice requirements that could have an adverse impact on any trading market that may develop for our stock.

Our Shares will be subject to special sales practice requirements applicable to “penny stocks” which are imposed on broker-dealers who sell low-priced securities of this type. These rules may be anticipated to affect the ability of broker-dealers to sell our stock, which may in turn be anticipated to have an adverse impact on the market price for our stock if and when a trading market should develop.

Our officers and directors will own a majority of our issued and outstanding shares following the offering and you will have little or no ability to elect directors or influence corporate matters

Immediately following this offering, our officers and directors, will beneficially own 55.4% of our outstanding common stock if the minimum number of shares is sold and 52.5% of our common stock if the maximum number of shares is sold. Such persons will able to determine the outcome of actions taken by us that require stockholder approval. For example, they will be able to elect all of our directors and control the policies and practices of the Company. (See “Principal Stockholders.”)

Immediately following the offering, the net tangible book value per share of our common stock will be substantially less than the offering price which means you will experience substantial and immediate dilution in the purchase price paid by you .

Investors purchasing Shares in this offering will incur immediate, substantial dilution of approximately $0.103 per share, or 68.7%, if the minimum number of shares is sold, and $0.098 per Share, or 65.3%, if the maximum number of shares is sold, from the net tangible book value per Share as of March 31, 2007. (See “Dilution.”)

The current stockholders will be able to sell their shares under Rule 144 in the future, which may have an adverse impact on any trading market that may develop for our common stock.

We previously issued 2,000,000 shares of our common stock to our two officers and founding stockholders in connection with our organization in March 2005. We subsequently issued 380,000 shares to three persons in private transactions during May through July 2005 and issued 428,348 shares to two creditors as payment for their loans. None of such shares has been registered under the Securities Act of 1933, however, once those shares have been held for in excess of one year, they may be available for resale from time to time by means of ordinary brokerage transactions in the open market pursuant to Rule 144 under the Securities Act of 1933, subject to the requirements and limitations imposed by Rule 144. The possibility of such resales under Rule 144 may have a depressive effect on the market price for our stock in any market that may develop in the future. (See “Principal Stockholders” and “Future Resales of Securities.”)

Forward-Looking Statements

This prospectus contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by the use of the words “believe,” “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend” and similar words and expressions. Statements that describe our future strategic plans, goals or objectives are also forward-looking statements. Any forward-looking statements, including those regarding our or our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans or intentions, are not guarantees of future performance or results or events and involve risks and uncertainties, such as those discussed below.

The forward-looking statements are based on present circumstances and on our predictions respecting events that have not occurred, that may not occur or that may occur with different consequences and timing than those now assumed or anticipated. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the risk factors discussed above. These cautionary statements are intended to be applicable to all related forward-looking statements wherever they appear in this prospectus. Any forward-looking statements are made only as of the date of this prospectus and we assume no obligation to update forward-looking statements to reflect subsequent events or circumstances. We intend any forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act and Section 21E of the Exchange Act.

Market for Common Stock and Dividend Policy

There is no trading market for our common stock and no assurances can be given that any trading market will develop in the future. Subject to the successful completion of this offering, we intend to take steps to have our common stock quoted on the OTC Bulletin Board, although no assurances can be given that we will be successful in doing so. We arbitrarily established the offering price for our Shares in order for us to raise a maximum amount of approximately $150,000 in this offering. The offering price bears no relationship to our assets, earnings, book value, or other criteria of value. There can be no assurance that the offering price represents the fair market value of the Shares, or that you will be able to sell the Shares in the future at a price that is at or above the offering price or that you will be able to sell the Shares at all.

We do not have any equity compensation plans.

We are offering a maximum of 1,000,000 Shares and a minimum of 800,000 Shares in this offering. We have one outstanding common stock purchase warrant that entitles the holder to acquire up to 100,000 shares of our common stock at any time prior to November 14, 2012 at a price of $0.10 per share and grants such holder “piggy back” registration rights that generally only become effective after we have completed a public offering of more than $1,000,000 of our securities or a merger with a publicly traded company.

There are currently a total of 2,808,348 shares of our common stock issued and outstanding which are held by six stockholders of record. All of such shares were acquired more than one year ago and are currently eligible for resale under Rule 144 promulgated under the Securities Act of 1933, as amended.

We have never paid cash dividends on our common stock and do not anticipate that we will pay dividends in the foreseeable future.

Use of Proceeds

We estimate that the net proceeds to us from the sale of Shares in this offering, after deducting estimated offering expenses of approximately $30,000, will be approximately $90,000 if the minimum number of shares is sold and $120,000 if the maximum number of shares is sold.

We will use the net proceeds of this offering to supplement our existing resources to acquire additional equipment, pay general and administrative expenses including compensation to our officers, and for working capital. The following table illustrates our estimated use of proceeds from this offering during the twelve month period following the offering based on the sale of the minimum and maximum number of Shares, respectively. It is emphasized that such estimated use of proceeds is subject to change based on the actual acquisition costs of the equipment acquired, the portion of the acquisition costs that are financed, changes in our business and other factors.

Approximate Amount

Of Net Proceeds

Proceeds Used For

Minimum

Maximum

General and Administrative Expenses ⁽¹⁾

$ 37,000

$ 42,000

Steel Molds ⁽²⁾

6,000

$ 18,000

Fork Lift (Used)

$ 15,000

Working Capital

$ 32,000

$ 45,000

TOTAL

$90,000

$120,000

(1) Includes $27,000 for payment of a portion of compensation to officers with the estimated $27,000 balance for officer compensation planned for payment from operating income.

(2) Steel molds are custom made and are estimated to cost approximately $6,000 per mold. If the minimum number of Shares is sold, we plan to acquire only one additional mold. If the maximum number is sold, we plan to acquire up to three additional molds.

Until such time as the net offering proceeds are spent, they will be invested in short-term investment grade, interest-bearing securities or guaranteed obligations of the U.S. government.

Dilution

Our net tangible book value on March 31, 2007 was $78,000 or approximately $0.028 per share. “Net tangible book value” is our total assets minus the sum of our liabilities and intangible assets. “Net tangible book value per share” is net tangible book value divided by the total number of shares outstanding before the offering.

After giving effect to the sale of the minimum 800,000 shares in this offering at an offering price of $0.15 per share and the receipt of net proceeds in the assumed amount of $90,000, our pro forma net tangible book value on March 31, 2007 would have been $168,000, or $0.047 per share. This represents an immediate increase in the tangible book value of $0.019 per Share to existing stockholders and an immediate dilution of $0.103 per Share, or 68.7%, to purchasers in this offering.

After giving effect to the sale of the maximum 1,000,000 shares in this offering at an offering price of $0.15 per share and the receipt of net proceeds in the assumed amount of $120,000, our pro forma net tangible book value on March 31, 2007 would have been $198,000, or $0.052 per share. This represents an immediate increase in the tangible book value of $0.024 per Share to existing stockholders and an immediate dilution of $0.098 per Share, or 65.3%, to purchasers in this offering.

The following table illustrates the dilution of a new investor’s equity in a Share of common stock:

	Assuming Minimum Sold	Assuming Maximum Sold
Public offering price per share	$0.150	$0.150
Net tangible book value per share as of March 31, 2007	$0.028	$0.028
Increase in net tangible book value per share attributable to the offering	$0.019	$0.024
Pro forma net tangible book value per share as of March 31, 2007 after giving effect to the offering	$0.047	$0.052
Dilution per share to new investors in the offering	$0.103	$0.098

The following table shows the difference between existing stockholders and new investors with respect to the number of Shares purchased, the total consideration paid and the average price paid per share.

	Shares Purchased					Total Consideration						Average Price
	Number		Percent			Amount			Percent			Per Share
Minimum Offering:
Existing stockholders		2,808,348		77.8	%	$	154,835	(1)		56.3	%	$	0.055
New investors		800,000		22.2	%	$	120,000			43.7	%	$	0.15

Total		3,608,348		100.0	%	$	274,835			100.0	%	$	0.762

Maximum Offering:
Existing stockholders		2,808,348		73.7	%	$	154,835			50.8	%	$	0.055
New investors		1,000,000		26.3	%	$	150,000			49.2	%	$	0.15

Total		3,808,348		100.0	%	$	304,835			100.0	%	$	0.08

⁽¹⁾ Includes the contribution of property and equipment valued at $54,000.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this prospectus. The following information contains forward-looking statements. (See “Forward Looking Statements” and “Risk Factors.”)

General

We were relatively recently incorporated on March 25, 2005 to engage in the business of manufacturing and installing precast concrete window wells. In connection with our organization, we sold 2,000,000 shares of our common stock to our two officers and founding stockholders, for consideration of $74,000, consisting of $20,000 in cash and the contribution of property and equipment with an agreed upon value of $54,000. Subsequently, from May through July 2005, we sold an additional 380,000 shares to three persons for $38,000 in cash and in December 2005 we issued 428,348 shares to two creditors as payment for loans with an aggregate outstanding balance of $42,835. In November 2005, we also issued a seven-year warrant to one of such creditors entitling it to purchase up to 100,000 shares of our common stock at an exercise price of $0.10 per share as additional consideration for a loan.

Our executive offices are located at the residence of our secretary/treasurer for which we pay no rent and our operations are conducted at a leased facility consisting of approximately 4,000 square feet which we rent on a month-to-month basis for a monthly rental of $1,600, plus utilities. 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. We plan to use the proceeds from this offering primarily to increase our capacity by acquiring additional equipment for use in the manufacture and installation of our products and increasing our working capital.

During late 2005 and early 2006, we experienced sluggish window well sales due to unusually cold weather that caused the ground to be frozen for days at a time thereby slowing construction and preventing the installation of window wells. During this period, we supplemented our income by providing rough-in framing services for new construction. Near the end of the first fiscal quarter of 2006, our officers formed a separate company for the performance of construction framing services,

our president began to split his time between the two companies and Castwell focused exclusively on the sale and installation of window well products. As a result, during the first fiscal quarter of 2006, which was the period during which most of the framing services were performed, we had a mix of revenues, with framing services providing service-based revenue that had no associated cost of goods sold and our window well sales providing sales revenues that were reduced by the cost of the raw materials. As a result, it is difficult to compare the results of operations for the quarter ended March 31, 2007 to the quarter ended March 31, 2006.

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006

During the fiscal quarter ended March 31, 2007, our revenues were $34,509 compared to revenues of $53,233 for the fiscal quarter ended March 31, 2006, a decrease of approximately $18,724 or 35%. The decrease is primarily attributable to the change in the mix of revenues since a majority of our 2006 revenue resulted from construction framing while essentially all of our 2007 revenue resulted from window well sales and installation. During the first fiscal quarter of 2007, our gross profit was $16,300 or 47% of revenues compared to a gross profit for the first quarter of 2006 of $41,100 or 77% of revenues, a decrease of $24,800. The decrease is primarily attributable to the additional revenues in 2006 from construction framing services discussed above and an increase in costs of goods sold in 2007 of approximately $6,000 resulting from the increased window well sales, which require the purchase of raw materials.

During the fiscal quarter ended March 31, 2007, our total operating expenses were $23,220 compared to operating expenses of $42,461 for the for the fiscal quarter ended March 31, 2006, a decrease of approximately $19,241 or 45%. The decrease is primarily attributable to an approximately $21,000 reduction in payroll resulting from our president working for us on a part-time basis during the first quarter of 2007 as compared to a full-time basis during the first quarter of 2006.

During the first fiscal quarter of 2007, our net loss was $6,926 compared to a net loss of $1,359 for the first fiscal quarter of 2006. The increase in net loss was primarily attributable to the $24,800 reduction in gross profit discussed above, which more than offset the $19,000 decrease in total operating expenses.

Liquidity and Capital Resources

As of March 31, 2007, we had current assets in the form of cash and receivables in the amount of approximately $19,828 and current liabilities in the amount of $4,034. If we are successful in selling the minimum number of shares in this offering, we will receive net proceeds of approximately $90,000. If the maximum number of shares is sold, we will receive net proceeds of approximately $120,000. We anticipate that the net proceeds from the offering together with our income from operations and our existing assets will be sufficient to permit us to continue our business plan and conduct our operations for a period of at least twelve months.

Partial Year Operations During 2005

It is important to note that the results of our operations for 2005 consist of operations from the date of our incorporation on March 25, 2005 through the end of the year. In addition, since we established and commenced our operations during that period, the actual operating period was shorter than nine months. As a result, it is difficult to compare year over year data from our 2005 fiscal year to our 2006 fiscal year.

2006 Compared to 2005

During the fiscal year ended December 31, 2006, our revenues were $147,000 compared to revenues of $79,400 for the approximately nine months of operations in fiscal 2005, an increase of approximately $67,600 or 85%. The increase is primarily attributable to the shorter operating period during fiscal 2005. In addition, by 2006, we had completed the initial implementation of our business and our officers were able to devote more time to product sales. We also believe we received additional sales during 2006 as a result of word of mouth from previous customers. During the 2006 fiscal year, our gross profit was $91,428 or 62.2 % of revenues compared to a gross profit for the nine months of operations during fiscal 2005 of $46,500 or 58.6% of revenues.

During the fiscal year ended December 31, 2006, our total operating expenses were $100,130 compared to operating expenses of $102,065 for the approximately nine months of operations during fiscal 2005, a decrease of approximately $1,900 or 1.9%. The comparison is made more significant by the fact that our operating expenses for a full year in 2006 were less than our operating expenses for the shorter operating period during fiscal 2005. We believe the decrease is also attributable to one-time costs incurred in connection with the commencement of our operations in 2005 which were not

repeated in 2006, such as contractor licensing expenses, as well as decreases in operating costs during 2006 as our operations became more efficient.

During the fiscal year ended December 31, 2006, our net loss was $8,700 compared to a net loss of $55,500 for the partial year of operations during fiscal 2005. The decrease in net loss was primarily attributable to the increase in revenues and reduction of operating expenses discussed above.

Liquidity and Capital Resources

As of December 31, 2006, we had current assets in the form of cash and receivables in the amount of approximately $19,700 and no liabilities compared to current assets of $19,928 as of March 31, 2007 and current liabilities at such date in the amount of $4,034.

Business

General

Castwell Precast Corporation was incorporated under the laws of Nevada on March 25, 2005. In connection with our organization, we sold 2,000,000 shares of our common stock to our two officers and founding stockholders, for $74,000, consisting of 20,000 in cash and the contribution of property and equipment with an agreed value of $54,000. Subsequently, from May through July 2005, we sold an additional 380,000 shares to three persons for $38,000 in cash and in December 2005 we issued 428,348 shares to two creditors in connection with their conversion of $42,835 of outstanding debt to equity. In November 2005, we also issued a seven-year warrant to a creditor entitling it to purchase up to 100,000 shares of our common stock at an exercise price of $0.10 per share as additional consideration for a loan. We conduct our operations through our wholly owned subsidiary, Castwell Precast, Inc., a Utah corporation, that was also incorporated in March 2005. Unless otherwise indicated, Castwell Precast Corporation and Castwell Precast, Inc. are collectively referred to throughout this Prospectus as “we”, “us” or the “Company.”

We are engaged in the business of manufacturing and installing decorative window wells made from precast concrete. Our window wells are molded on the interior side to resemble a natural stone pattern that is more pleasing to the eye than the typical corrugated metal or fiberglass product. In addition, we believe the strength and durability of concrete make our window wells superior to those manufactured from galvanized steel, aluminum, fiberglass or similar materials which may buckle, shift or break over time and, in the case of composite and fiberglass, are subject to warping or fading as a result of prolonged exposure to sunlight. Our window wells are designed for long term use and are bolted to the foundation of the home at the time of installation to prevent future settling or movement. Our window wells are available in natural concrete which provides a neutral background and increases the amount of light reflected into the basement as well as a variety of colors that will match the window well to a desired color scheme and provide additional contrast to accentuate the illusion of real stone. We also offer ladders and covers that have been custom made to fit our line of window wells.

The Industry

Window wells are structures that are placed around basement windows to protect them from caving earth and soil build-up. Window wells are also designed to provide light and ventilation to the basement area and, in some cases, to provide an exit from the basement in the event of an emergency. In order to be effective, we believe window wells should extend from several inches below the sill of the basement window to a height that is approximately 4 to 6 inches above grade level. Window wells range in size from small wells whose function is solely to protect a smaller size basement window to large wells designed to provide egress to the outdoors in the event of an emergency. Window wells are governed by local building codes which generally require at least one means of emergency escape from a basement location. Window wells designed to serve as escape or rescue windows must meet the minimum requirements for length, width and accessibility and must be equipped with a ladder or steps if they exceed a certain height. All of our window wells meet the minimum size required for an egress window well in accordance with Salt Lake County regulations.

Our Products

All of our window wells are made of precast concrete with the interior side molded to resemble natural stone. We manufacture window wells in the following five standard sizes: 6 feet wide, 5.5 feet tall; 5 feet wide, 5.5 feet tall; 5 feet wide, 4.5 feet tall; 4 feet wide, 5.5 feet tall; and 3 feet wide, 5 feet tall. Our window wells have built in bolts for attaching them to the foundation and built in fork lift ports to facilitate moving and loading the products. Our window wells can be

ordered in natural concrete tones or a variety of colors that are produced by adding stains to the concrete before it is poured. Our window wells range in price from approximately $400 to $500 each and we typically include installation if the purchaser buys three or more window wells for simultaneous delivery. We also offer custom steel ladders ranging in price from approximately $85 to $105 based on the type of paint finish, and window well covers ranging in price from approximately $230 to $270 based on paint finish. Covers are generally required by building codes for window wells located within three feet of a walking area and ladders are required for window wells with a depth greater than 3 feet.

Manufacturing

We manufacture all of our window wells at our approximately 4,000 square foot manufacturing and warehouse facility in Murray, Utah. We currently use five molds to manufacture window wells in five different dimensions. Each mold is constructed of two pieces of heavy steel which are pinned together to permit pouring of the concrete and are separated when the concrete has hardened so the finished window wells can be removed. One side of the mold is lined with a sculptured rubber mat that creates the appearance of natural stone on that side of the mold. The manufacturing process is a simple one that involves assembling the molds, placing wire mesh, steel and the attaching bolts in the molds, filling the molds with concrete, and disassembling the molds after the concrete has hardened. We purchase our concrete from third party cement plants who deliver the concrete in cement trucks capable of pouring it directly into our molds. We purchase the wire mesh, steel and bolt components from local suppliers and believe all of such supplies are readily available from a variety of sources. Once the window wells have been removed from the molds, they are moved and stacked by forklift to await delivery. Since we work only one shift per day, we cannot pour cement more than once per day and our current capacity is limited to a maximum of five window wells per day or twenty-five per week.

Installation

Our window wells are loaded onto a trailer with a fork lift and transported to the job site. At the job site, the window wells are off-loaded from the truck and moved into position outside each window with the use of a free standing crane or boom truck with a crane mounted on the truck bed. Once placed in position, the window wells are bolted to the foundation and soil is backfilled around the exterior side of the window well. The interior can then be partially filled with gravel and soil or decorative rock if desired. It is the responsibility of the contractor or home owner to prepare the site for installation of the window well. The area around the window well must be excavated to the required dimensions and must have a compacted and level base at the prescribed depth below the window sill. In the typical case, installation takes approximately fifteen to twenty minutes per window well. We currently use our trailer to deliver a maximum of four window wells to a job site and rent a crane or boom truck to install our window wells at the site for a cost of approximately $80 per hour with a two hour minimum charge.

Marketing and Sales

We typically sell our window wells to smaller home builders building specialty homes in the Salt Lake City Metropolitan Area who are willing to pay more for the decorative look and durability of our window wells as compared to the conventional corrugated steel, aluminum or fiberglass models. We don’t employ any salesman or marketing personnel and generally sell our window wells by word of mouth and by “cold calls” to residential contractors. We also pay an 8 to 15% sales commission to one independent window well salesman for selling our window wells to residential contractors. We previously attempted to develop a relationship with larger home builders and developers for the installation of all window wells in a large-scale residential development but found that most large scale developments are budgeted to use cheaper galvanized window wells and are not willing to pay more for our products. During 2006, we installed our window wells in a 40 home residential development and we are currently negotiating to install our products in a 70 home project, but have no plans to do projects larger than that in the near future. We offer price discounts on our products based on the volume purchased. The market for our products varies with the level of construction in the area and is typically slowest during periods of bad weather and below freezing temperatures.

Competition

We compete with a variety of window well manufacturers including manufacturers of the low end, traditional corrugated steel, aluminum or fiberglass models, larger manufacturers of precast concrete models and national manufacturers selling large pre-built systems designed to provide easy emergency ingress and egress to a home. We believe our primary local competitor is O Well and that our national competitors include ScapeWel, Wilbert Precast, Inc., Mar-flex Landscapes and others, although we believe shipping costs make it difficult for out-of-state manufacturers to compete on the basis of price.

All of our competitors are better established and have more experience and financial and human resources than do we and there is no assurance that we will be able to compete effectively in our chosen market.

Regulation

We are regulated by local building authorities that issue building permits for the construction of new dwellings and the renovation of existing dwellings. We are also subject to federal and state laws applicable to environmental hazards and hazardous wastes in connection with our manufacturing operations.

Employees and Consultants

Our officers are our only employees and we are dependent on their continued service to operate our business. The loss of our officers, particularly our corporate secretary, would have a material adverse impact on our business and there is no assurance that we could locate qualified replacements. We have not entered into employment agreements with our officers and we do not carry “key man” life insurance on their lives.

Offices and Facilities

Our offices are located at the residence of our corporate secretary at 5641 South Magic Drive, Murray, Utah 84107, which space is provided to us without charge. We also lease an approximately 4,000 square foot manufacturing and warehouse facility located at 4131 South 420 West, Murray, Utah, which we lease on a month-to-month basis for a monthly rent of approximately $1,600 plus utilities. We believe these facilities will be adequate for the operation of our business for at least the next twelve months.

Legal Proceedings

We are not a party to any material legal proceedings, and to our knowledge, no such legal proceedings have been threatened against us.

Management

The following table indicates the name, age, term of office and position held by each of our officers and directors. The term of office for each officer position is for one year or until his or her successor is duly elected and qualified by the board of directors. The term of office for a director is for one year or until his or her successor is duly elected and qualified by the stockholders.

Name

Age

Term

Of
Office

Positions Held

Mathew Martindale

2007

President and Director

2007

Secretary, Treasurer and Director

________________________

Certain biographical information with respect to our officers and directors is set forth below.

Mathew Martindale is a founder and principal shareholder of the Company and has served as president and a director of the Company and its operating subsidiary since inception in March 2005. Mr. Martindale is also an officer, director and shareholder of TMJ Framing, Inc., a company providing carpentry and framing services. From August 2000 to July 2005, Mr. Martindale was employed by Citiwest Structures as a carpenter and carpenter supervisor where he supervised carpenters and laborers on commercial job sites. Mr. Martindale provides services to the Company on a part-time, as needed basis and provides services to TMJ Framing on a full-time basis.

Jason T. Haislip , is a founder and principal shareholder of the Company and has served as secretary/treasurer and a director of the Company and its operating subsidiary since inception in March 2005. Mr. Haislip is also an officer, director and shareholder of TMJ Framing, Inc. a private company providing carpentry and framing services. From March 2000 through April 2005, Mr. Haislip was employed by L.N. Curtis & Sons Sales as a sales representative for fire fighting equipment. Mr. Haislip provides services to the Company on a full-time basis and provides services to TMJ Framing on a part time, as needed basis.

Board of Directors

Our board of directors consists of two persons; Mathew Martindale and Jason Haislip. Neither of our directors is “independent” within the meaning of Rule 4200(a)(15) of the NASDAQ Marketplace because they are officers and employees of the Company.

Our board of directors has not appointed any standing committees, there is no separately-designated audit committee and the entire board of directors acts as our audit committee. The board of directors does not have an independent “financial expert” because it does not believe the scope of the Company’s activities to date has justified the expenses involved in obtaining such a financial expert. In addition, our securities are not listed on a national exchange and we are not subject to the special corporate governance requirements of any such exchange.

Code of Ethics

We have not adopted a Code of Ethics that applies to our executive officers, including our principal executive, financial and accounting officers. We do not believe the adoption of a code of ethics at this time would provide any meaningful additional protection to the Company because we have only two employees, both of whom are officers and directors, and our business operations are not extensive or complex.

Executive Compensation

Historical Compensation

The following table sets forth certain information regarding the annual and long-term compensation paid to our two executive officers in all capacities for the fiscal years ended December 31, 2006 and 2005. Since were incorporated on March 25, 2005, fiscal 2005 included a period of approximately nine months. No executive officer of the Company received total annual compensation in excess of $100,000 per year during the 2006 or 2005 fiscal periods.

Summary Compensation Table

Name and

Principal Position

Year

Salary

Bonus

Stock

Awards

Option

Awards

Non-Equity

Incentive Plan

Compen-sation

All Other Compen-sation

Total

Mathew Martindale, President

2006

2005

$17,262

$19,700

$17,262

$19,700

Jason T. Haislip,

Sec. / Treas.

2006

2005

$18,259

$17,200

$18,259

$17,200

We have not granted our officers or directors any stock options, stock awards or other forms of equity compensation. We do not currently provide our officers or directors with medical insurance or other similar employee benefits, although we may do so in the future.

We do not have any retirement, pension, profit sharing, or insurance or medical reimbursement plans covering our officers or directors, and we are not contemplating implementing any such plans at this time.

Future Officer Compensation

We have agreed to compensate our officers commencing upon the successful completion of this offering by paying Jason Haislip an annual base salary of $36,000 per year and paying Mathew Martindale an annual base salary of $18,000 per year. In addition, both of such persons may be entitled to annual bonuses based on individual and company performance, although it is not anticipated that any such bonuses will paid during the 2007 fiscal year. We will also reimburse our officers for reasonable costs and expenses incurred by them in connection with our business. We may pay additional compensation to our officers in the future, including medical insurance and retirement benefits and increases in compensation, if justified based on the growth of our business and the time such persons are required to devote to our business.

We have not entered into an employment agreement with any of our officers.

Director Compensation

Our directors do not currently receive any compensation for serving in their capacity as directors.

Certain Relationships and Related Transactions

Unless otherwise indicated, the terms of the following transactions between related parties were not determined as a result of arm’s length negotiations.

Promoters

The Company was founded and organized by Mathew Martindale, our president and a director, and Jason Haislip, our secretary, treasurer and a director, who are each considered promoters of the Company. Michael Vanderhoof provided advice and assistance to Messrs. Martindale and Haislip in connection with the Company’s organization and Mr. Vanderhoof may also be considered to be a promoter of the Company. Amy Martindale, the wife of Mathew Martindale and the daughter of Michael Vanderhoof, was the joint owner with Mathew Martindale of assets contributed to the Company in connection with its organization and may also be considered to be a promoter of the Company.

Transactions

In March 2005, in connection with our organization, we issued 1,300,000 shares of our common stock to Mathew Martindale and Amy Martindale in consideration for their contribution to the Company of assets with an agreed value of $84,000, subject to promissory notes related to the assets in the aggregate principal amount of $30,000 that were assumed by the Company, for a net value of $54,000. One of the notes assumed by the Company was to the original third party seller of the equipment in the principal amount of $4,000 and the other note was to Michael Vanderhoof, in the principal amount of $26,000. The assets consisted of molds, tools, rebar, wire mesh and window wells which had been acquired by Mr. and Mrs. Martindale from an unrelated third party for a purchase price of $84,000, of which $80,000 had been paid in cash and $4,000 had been evidenced by the promissory note to the seller. Mr. and Mrs. Martindale had also borrowed $26,000 from Michael Vanderhoof to pay a portion of the purchase price as described above. The note to the third party seller was originally in the amount of $25,000 but was subsequently reduced to $4,000 based on negotiations between the Company and the third party seller.

In March 2005, in connection with our organization, we also issued 700,000 shares of our common stock to Jason Haislip for $20,000 in cash.

In connection with our acquisition of assets from Mathew Martindale and Amy Martindale as described above, we assumed a note payable to Michael Vanderhoof, a principal shareholder, in the principal amount of $26,000 bearing interest at 8% per annum. In December 2005, Mr. Vanderhoof converted the outstanding principal balance of such note together with all accrued and unpaid interest thereon in the aggregate amount of $27,647 into 276,473 shares of the Company’s common stock at the rate of one share for each $0.10 in debt converted.

In June 2005, we issued Michael Vanderhoof 30,000 shares of our common stock for $3,000 in cash.

In July 2005 we issued Amy Martindale 150,000 shares of our common stock for $15,000 in cash.

In November 2005, we borrowed $15,000 from Cambria Investment Fund, L.P. (“Cambria Investment Fund”) pursuant to the terms of a convertible promissory note bearing interest at ten percent per annum that was convertible into shares of common stock at a price of $0.10 per share. In connection with the transaction, we also issued Cambria Investment Fund common stock purchase warrants entitling it to purchase up to 100,000 additional shares of our common stock at any time prior to November 14, 2012 at a price of $0.10 per share and granted it certain “piggy back” registration rights that generally only become effective after we have completed a public offering of more than $1,000,000 of our securities or a

merger with a publicly traded company. In December 2005, Cambria Investment Fund converted the outstanding principal balance of such loan together with all accrued and unpaid interest thereon in the aggregate amount of $15,188 into 151,875 shares of the Company’s common stock at the rate of one share for each $0.10 in debt converted. Michael Vanderhoof is a manager of the general partner of Cambria Investment Fund

Office Space

Our executive offices are located at the residence of our secretary/treasurer and we pay no rent for the use of such space. We reimburse our secretary/treasurer for actual out-of-pocket costs incurred on our behalf for paper, copies, long distance telephone charges and similar items used in connection with our operations.

TMJ Framing, Inc.

Mathew Martindale and Jason Haislip, our executive officers, directors and principal stockholders, are also officers, directors and the principal stockholders of TMJ Framing, Inc. a private company providing carpentry and framing services. Mr. Martindale provides services to TMJ Framing on a full-time basis and provides services to the Company on a part time, as needed basis. Mr. Haislip provides services to the Company on a full-time basis and provides services to TMJ Framing on a part time, as needed basis.

Indemnification

Our articles of incorporation provide that our directors shall have no personal liability to our company or our stockholders for damages for breaches of their fiduciary duties as directors or officers, except for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or the payment of certain unlawful distributions. In addition, Section 78.037 of the Nevada corporation law, Article VI of our articles of incorporation, and Article VIII of our bylaws provide for indemnification of our directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is contrary to public policy as expressed in the Securities Act and, therefore, is unenforceable.

Principal Stockholders

The following table sets forth as of the date of this Prospectus the name, address and share holdings of each person who owns of record, or was known by us to own beneficially, 5% or more of our outstanding common stock, and the share holdings of each of our directors and officers and by our directors and officers as a group. As of the date of this Prospectus, there were 2,808,348 issued and outstanding shares of our common stock.


--------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Percentage Ownership
                                                                                                          Following Completion
                                                                                                              of Offering
                                                                                      Percentage        ------------------------
  Title of Class               Beneficial Owner (1)                      Amount        Ownership          Maximum       Minimum
--------------------------------------------------------------------------------------------------------------------------------

Principal Stockholders

   Common Stock              Cambria Investment Fund, L.P.(2)           251,875            9.0%             6.4%          7.0%
                             2321 Rosecrans Ave. Suite 4270
                             El Segundo, CA 90245
   Common Stock              Steve Timmins                              200,000            7.1%             5.3%          5.5%
                             471 Meadow House Lane
                             Hoytsville, UT 84017
   Common Stock              Michael Vanderhoof(3)                      558,348           19.9%            14.3%         15.1%
                             6512 North SR 32
                             Peoa, UT 84061
   Common Stock              Amy Martindale(4)                        1,450,000           51.6%            38.1%         40.2%
                             7320 Chris Lane
                             Cottonwood Heights, UT 84121

Officers and Directors

  Common Stock               Mathew Martindale(5)                     1,300,000           46.3%            34.1%         36.0%
  Common Stock               Jason T. Haislip                           700,000           24.9%            18.4%         19.4%
  Common Stock               All Executive Officers
                               And Directors as a Group               2,000,000           71.2%            52.5%         55.4%
                              (Two Persons)(5)

_____________________

⁽¹⁾ Except as otherwise noted, shares are owned beneficially and of record, and such record stockholder has sole voting, investment, and dispositive power over the shares indicated.

⁽²⁾ Includes 100,000 shares which may be acquired by Cambria Investment Fund at a price of $0.10 per share pursuant to presently exercisable common stock purchase warrants.

⁽³⁾ Includes 306,473 shares of which Mr. Vanderhoof is the record and beneficial owner, 151,875 shares and 100,000 common stock purchase warrants owned of record by Cambria Investment Fund, L.P., with respect to which Mr. Vanderhoof may be deemed to share investment and dispositive power as a result of his status as a manager of the general partner of Cambria Investment Fund, L.P.

⁽⁴⁾ Includes 1,300,000 shares owned jointly by Ms. Martindale and Mathew Martindale, her spouse, and 150,000 shares owned of record and beneficially by Ms. Martindale.

⁽⁵⁾ Includes 1,300,000 shares owned jointly by Mr. Martindale and Amy Martindale, his spouse. Does not include 150,000 shares owned of record and beneficially by Ms. Martindale with respect to which Mr. Martindale disclaims beneficial ownership.

Description of Capital Stock

We are authorized to issue 50,000,000 shares of common stock, $0.001 par value, and 10,000,000 shares of preferred stock, $0.001 par value. The following summary description is qualified by reference to the detailed provisions of our articles of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement in which this prospectus is included.

Common Stock

As of the date of this prospectus, we have 2,808,348 shares of common stock issued and outstanding. The holders of common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders. Holders of common stock do not have cumulative voting rights, and therefore, a majority of the outstanding shares voting at a meeting of stockholders is able to elect the entire board of directors, and if they do so, minority stockholders would not be able to elect any members to the board of directors. Our bylaws provide that a majority of our issued and outstanding shares constitutes a quorum for stockholders’ meetings.

Our stockholders have no preemptive rights to acquire additional shares of common stock or other securities. Our common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of our company, the shares of our common stock are entitled to share equally in corporate assets after satisfaction of all liabilities and the payment of any liquidation preferences.

The holders of our common stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. We have not paid any dividends in the past and do not anticipate that we will pay dividends on our common stock in the foreseeable future. In certain cases, common stockholders may not receive dividends, if and when declared by the board of directors, until we have satisfied our obligations to any preferred stockholders.

The board of directors has authority to authorize the offer and sale of additional securities without the vote of or notice to existing stockholders, and it is likely that additional securities will be issued to provide future financing. The issuance of additional securities could dilute the percentage interest and per share book value of existing stockholders, including persons purchasing common stock in this offering.

Preferred Stock

Under our articles of incorporation, our board of directors is authorized, without shareholder action, to issue preferred stock in one or more series and to fix the number of shares and rights, preferences and limitations of each series. Among the specific matters that may be determined by the board of directors are the dividend rate, the redemption price, if any,

conversion rights, if any, the amount payable in the event of any voluntary liquidation or dissolution of our company and voting rights, if any.

Future Sales of Securities

We previously issued 2,000,000 shares of our common stock to our two officers and founding stockholders in connection with our organization in March 2005. We subsequently issued 380,000 shares to three persons in private transactions during May through July 2005 and issued 428,348 shares to two creditors as payment of their loans. None of such shares has been registered under the Securities Act of 1933, however, once those shares have been held for in excess of one year, they may be available for resale from time to time by means of ordinary brokerage transactions in the open market pursuant to Rule 144 under the Securities Act of 1933, subject to the requirements and limitations imposed by Rule 144. The possibility of such resales under Rule 144 may have a depressive effect on the market price for our stock in any market that may develop in the future. (See “Principal Stockholders.”)

Plan of Distribution

We are offering up to 1,000,000 Shares at an offering price of $0.15 per Share. The offering is being conducted on a “best efforts, 800,000 Shares minimum, 1,000,000 Shares maximum” basis. The minimum purchase by any investor is 2,000 Shares, unless waived by us. There is no assurance that all or any of the Shares will be sold. Our officers and directors and their affiliates may purchase Shares in the offering and such purchases will count toward the sale of the minimum number of Shares. The offering will continue until the earlier of the date all offered Shares have been sold or three months from the date of this Prospectus (unless extended by us for one additional month). Proceeds from the sale of Shares will be deposited in a segregated escrow account maintained for this offering by Colonial Stock Transfer Co., Inc. as escrow agent for Castwell Precast Corporation, 66 Exchange Place, Salt Lake City, Utah 84111, until subscriptions for at least 800,000 Shares have been received. If we do not sell 800,000 Shares within three months of the date of this Prospectus (unless extended by us for one additional month), all proceeds received will be returned promptly to subscribers without paying interest or deducting any expenses of the offering. Subscribers will not have the use of their funds, will not earn interest on funds held in escrow and will not be able to obtain the return of funds placed in escrow until the offering period expires, which may be up to four months. The Shares are being offered through our officers who will not be compensated for such activities. No broker-dealer is participating in this offering and no sales commissions will be paid to any person in connection with this offering.

There is currently no trading market for our Shares and there can be no assurance that any trading market will develop in the future.

Where You Can Find Additional Information

We have filed a registration statement on Form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving us, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement and exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. In addition, we will file electronic versions of our annual and quarterly reports on the Commission’s Electronic Data Gathering Analysis and Retrieval, or EDGAR System. Our registration statement and the referenced exhibits can also be found on this site as well as our quarterly and annual reports. We will not send the annual report to our stockholders unless requested by the individual stockholders.

Legal Matters

Certain legal matters with regard to the validity under the Nevada Revised Statutes of the common stock to be sold in this offering has been passed upon for the company by Mark N. Schneider, A Professional Corporation.

Experts

The financial statements included in this prospectus have been audited by Madsen & Associates CPA’s, Inc., independent certified public accountants, to the extent and for the periods set forth in their report included in this prospectus, and are included herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements
Report of Independent Registered Accounting Firm	F-2
Consolidated Balance Sheet as of December 31, 2006	F-3
Consolidated Statements of Income for the year ended December 31, 2006 and
for the period from inception (March 25, 2005) through December 31, 2005	F-4
Consolidated Statements of Stockholders’ Equity for the period from the date
of inception (March 25, 2005) to December 31, 2006	F-5
Consolidated Statements of Cash Flows for the year ended December 31, 2006 and for the
period from inception (March 25, 2005) through December 31, 2005	F-6
Notes to Consolidated Financial Statements	F-7

Unaudited Interim Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 2007 (unaudited) and December 31, 2006	F-10
Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006
(unaudited)	F-11
Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006
(unaudited)	F-12
Notes to Financial Statements	F-13

F-1

Madsen & Associates CPA’s, Inc.

684 East Vine Street. #3

Murray, Utah 84107

To Stockholders

Castwell Precast Corp. and Subsidiary

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheet of Castwell Precast Corp. and Subsidiary as of December 31, 2006 and the related consolidated statements of income, stockholders’ equity, and cash flows for the year ended December 31, 2006 and for the period from inception (March 25, 2005) through December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Castwell Precast Corp. and Subsidiary as of December 31, 2006 and the results of its operations and cash flows for the year ended December 31, 2006 and for the period from inception (March 25, 2005) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 5 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Madsen & Associates CPA’s, Inc.

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah

February 23, 2007

F-2

Castwell Precast Corp. and Subsidiary
Consolidated Balance Sheet



			December 31,
ASSETS			2006
Current Assets:
Cash			$ 6,944
Accounts Receivable			12,770
Total Current Assets			19,714

Equipment			85,254
Less: Accumulated Depreciation			(21,042)
Total Equipment			64,212

Investment in subsidiary			1,000

Total Assets			$ 84,926

LIABILITIES & STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts Payable			$ —
Total Liabilities			—

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, 2,808,348 shares issued and outstanding			2,808
Additional Paid-in-Capital			146,389
Accumulated Deficit			(64,271)

Total Stockholders’ Equity			84,926

Total Liabilities and Members’ Equity			$ 84,926


See accompanying notes to the financial statements

F-3

Castwell Precast Corp. and Subsidiary
Consolidated Statements of Income

		From Inception
		(March 25, 2005)
	December 31,	through
	2006	December 31, 2005

Revenues	$ 146,688	$ 79,449
Cost of Goods Sold	55,260	32,955
Gross Profit	91,428	46,494

Expenses:
General and Administrative (Note 4)	88,104	85,170
Marketing	—	7,877
Depreciation	12,024	9,018

Total Operating Expenses	100,128	102,065

Net (Loss)	$ (8,700)	$ (55,571)

Weighted Average Common Shares Outstanding	$ 2,808,348	$ 2,270,917
Basic and Diluted Loss per Common Share	(0.00)	(0.02)

See accompanying notes to the financial statements

F-4

Castwell Precast Corp. and Subsidiary

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Preferred

Common

Stock

Paid-In

Accumulated

Total

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Beginning Balances as of
March 25, 2005

$ —

Common stock issued for contribution
of assets. March 25, 2005.

—

1,300,000

1,300

48,897

50,197

Common stock issued for cash.
March 25, 2005.

—

700,000

700

19,300

20,000

Common stock issued for cash.
May 27, 2005.

—

200,000

200

19,800

20,000

Common stock issued for cash.
June 14, 2005

—

30,000

2,970

3,000

Common stock issued for cash.
July 11, 2005

—

150,000

150

14,850

15,000

Common stock issued for debt.
December 30, 2005

—

428,348

428

40,572

41,000

Net (loss) for year ended
December 31, 2005

(55,571)

Balances as of
December 31, 2005

—

2,808,348

2,808

146,389

(55,571)

93,626

Net (loss) for year ended
December 31, 2006

(8,700)

Balances as of
December 31, 2006

—

2,808,348

2,808

146,389

(64,271)

84,926

See accompanying notes to the financial statement

F-5

Castwell Precast Corp. and Subsidiary
Consolidated Statements of Cash Flows

				From Inception
				(March 25, 2005)
		December 31,		through
		2006		December 31, 2005
Cash Flows from Operating Activities:
Net (Loss)	$	(8,700)	$	(55,571)

Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation		12,024		9,018
Changes in current assets and liabilities:
Accounts receivable		(4,651)		(8,119)
Accounts payable		(4,513)		4,513
Net cash Used by Operating Activities		(5,840)		(50,159)

Cash flows from Investing Activities
Investment in subsidiary		—		(1,000)
Purchase of equipment		—		(9,057)

Net cash Used by Investing Activities		—		(10,057)

Cash Flows from Financing Activities:
Proceeds from issuance of note payable				15,000
Common stock issued for Cash		—		58,000
Net cash Provided by Financing Activities		—		73,000

Net (Decrease) Increase in Cash		(5,840)		12,784

Cash at Beginning of Period		12,784		—
Cash at End of Period	$	6,944	$	12,784

Cash paid for:
Interest	$	—	$	—
Taxes		—		—

Supplemental disclosure for non-cash Investing Activities:
Stock issued for contribution of fixed assets				50,197
Supplemental disclosure for non-cash Financing Activities:
Stock issued for debt		—		41,000


See accompanying notes to the financial statements

F-6

CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

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 December 31, 2006 and 2005, 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has determined that the book value of the Company’s financial instruments at December 31, 2006 and 2005 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.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

In accordance with SFAS No. 128, “Earnings per Share,” the 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 December 31, 2006 and 2005, the Company did not have any dilutive common stock equivalents.

F-7

INCOME TAXES

On December 31, 2006, the Company had a net operating loss available for carry

forward of $64,271. The tax benefit of approximately $22,500 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 2025.

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

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. As of December 31, 2006 and 2005, the Company had no preferred stock outstanding and had 2,808,348 shares of common stock outstanding.

NOTE 4 – GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses consist of the following for the time period March 25, 2005 through December 31, 2005:

Office	$	6,407
Supplies		14,718
Insurance		3,000
Taxes/Licenses		3,418
Payroll		43,667
Rent		12,074
Utilities		1,886
	$	85,170

For the year ended December 31, 2006, general and administrative expenses consist of the following:

Office	$	16,814
Supplies		14,558
Insurance		454
Taxes/Licenses		232
Payroll		36,067
Rent		18,000
Utilities		1,979
	$	88,104

F-8

NOTE 5 – GOING CONCERN

The Company incurred a net operating loss of $8,700 and $55,571 for the years ended December 31, 2006 and 2005, respectively. The Company does not have the working capital necessary for its future planned activity. The Company’s management believes they can obtain the necessary working capital needed for any future planned activity by receiving additional loans from officers, and by additional equity funding, which will enable the Company to operate for the coming year.

F-9

Castwell Precast Corp. and Subsidiary
Consolidated Balance Sheets



	March 31,	December 31,
ASSETS	2007	2006
Current Assets:
Cash	$ 4,763	$ 6,944
Accounts Receivable	15,065	12,770
Total Current Assets	19,828	19,714

Equipment	85,254	85,254
Less: Accumulated Depreciation	(24,048)	(21,042)
Total Equipment	61,206	64,212

Investment in subsidiary	1,000	1,000

Total Assets	$ 82,034	$ 84,926

LIABILITIES & STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts Payable	$ 4,034	$ —
Total Liabilities	4,034	—

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, 2,808,348 shares issued and outstanding	2,808	2,808
Additional Paid-in-Capital	146,389	146,389
Accumulated Deficit	(71,197)	(64,271)

Total Stockholders’ Equity	78,000	84,926

Total Liabilities and Members’ Equity	$ 82,034	$ 84,926


See accompanying notes to the financial statements

F-10

Castwell Precast Corp. and Subsidiary
Consolidated Statements of Operations


	3 months ended
	March 31,	March 31,
	2007	2006

Revenues	$ 34,509	$ 53,233
Cost of Goods Sold	18,215	12,131
Gross Profit	16,294	41,102

Expenses:
General and Administrative (Note 4)	20,214	39,455
Marketing	—
Depreciation	3,006	3,006

Total Operating Expenses	23,220	42,461

Net (Loss)	$ (6,926)	$ (1,359)

Weighted Average Common Shares Outstanding	$ 2,808,348	$ 2,808,348
Basic and Diluted Loss per Common Share	(0.00)	(0.00)

See accompanying notes to the financial statements

F-11

Castwell Precast Corp. and Subsidiary
Consolidated Statements of Cash Flows


	3 months ended
	March 31,	March 31,
	2007	2006
Cash Flows from Operating Activities:
Net (Loss)	$ (6,926)	$ (1,359)

Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation	3,006	3,006
Changes in current assets and liabilties:
Accounts receivable	(2,295)	(6,012)
Accounts payable	4,034	3,385

Net cash Used by Operating Activities	(2,181)	(980)

Net cash from Investing Activities	—

Net cash from Financing Activities	—

Net (Decrease) Increase in Cash	(2,181)	(980)

Cash at Beginning of Period	6,944	12,784

Cash at End of Period	$ 4,763	$ 11,804

Cash paid for:

Interest	$ —
Taxes	—

Supplemental disclosure for non-cash Investing Activities:
Stock issued for contribution of fixed assets
Supplemental disclosure for non-cash Financing Activities:
Stock issued for debt	—


See accompanying notes to the financial statements

F-12

CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

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, 2007 and 2006, the Company owned 100% of the shares of issued and outstanding stock of Castwell Precast, Inc.

The interim financial statements of Castwell Precast Corp. for the three months ended March 31, 2007 and 2006 are unaudited. The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America.

In the opinion of management, the accompanying financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of March 31, 2007 and 2006 and the results of operations and cash flows for the three months ended March 31, 2007 and 2006.

The results of operations for the three months ended March 31, 2007 and 2006 are not necessarily indicative of the results for a full year period.

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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has determined that the book value of the Company’s financial instruments at March 31, 2007 and 2006 approximates fair value.

F-13

USE OF ESTIMATES

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

In accordance with SFAS No. 128, “Earnings per Share,” the 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, 2007 and 2006, the Company did not have any dilutive common stock equivalents.

INCOME TAXES

On March 31, 2007, the Company had a net operating loss available for carry

forward of $71,197. The tax benefit of approximately $25,000 from the loss carry

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

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. As of March 31, 2007 and 2006, the Company had no preferred stock outstanding and had 2,808,348 shares of common stock outstanding.

F-14

NOTE 4 – GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses consist of the following for the three months ended March 31, 2007:

Office	$	772
Tools/Equipment		2,590
Fuel		1,383
Professional		1,095
Supplies		165
Insurance		239
Taxes/Licenses		350
Payroll		8,748
Rent		4,800
Utilities		72
	$	20,214

For the 3 months ended March 31, 2006, general and administrative expenses consist of the following:

Office	$	1,936
Tools/Equipment		1,596
Supplies		165
Insurance		639
Taxes/Licenses		362
Payroll		29,832
Rent		4,500
Utilities		425
	$	39,455

NOTE 5 – GOING CONCERN

The Company incurred a net operating loss of $6,926 and $1,359 for the 3 months ended March 31, 2007 and 2006, respectively. The Company does not have the working capital necessary for its future planned activity. The Company’s management believes they can obtain the necessary working capital needed for any future planned activity by receiving additional loans from officers, and by additional equity funding, which will enable the Company to operate for the coming year.

F-15

No person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

1,000,000 Shares

Castwell Precast Corporation

Common Stock

Until _______, 2007 (90 days after the date of this Prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses payable by us in connection with the offering (excluding underwriting discounts and commissions):

Nature of Expense	Amount
SEC registration fees	$ 5
Transfer agent’s and registrar’s fees and expenses	1,000
Accounting fees and expenses	3,500
Legal fees and expenses	24,000
Printing and engraving expenses	500
Blue sky fees and expenses	500
Miscellaneous	495
Total	$ 30,000

Item 14. Indemnification of Directors and Officers

Our articles of incorporation provide that our directors shall have no personal liability to our company or our stockholders for damages for breaches of their fiduciary duties as directors or officers, except for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or the payment of certain unlawful distributions. In addition, Section 78.037 of the Nevada corporation law, Article VI of our articles of incorporation, and Article VIII of our bylaws provide for indemnification of our directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable.

Item 15. Recent Sales of Unregistered Securities

Since our incorporation on March 25, 2005, we have issued and sold the following unregistered securities:

In connection with our organization in March 2005, we issued 2,000,000 shares of our common stock to our two officers and founding stockholders in exchange for $20,000 in cash and assets with an agreed value of $54,000. We subsequently issued 380,000 shares to three persons in private transactions during May through July 2005 and issued 428,348 shares to two creditors in connection with their conversion of $42,835 of outstanding debt to equity. The foregoing issuances and sales of common stock were effected in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended. The registrant did not employ any general solicitation or advertising in connection with the transactions, each of the purchasers signed a customary investment representation letter, and the certificates for the shares were stamped with a restricted stock legend.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit Number	SEC Reference Number	Title of Document	Location

3.1	3	Articles of Incorporation	This Filing
3.2	3	Bylaws	This Filing
5.1	5	Opinion and Consent of Mark N. Schneider, A Professional Corporation	This Filing
10.1	10	Warrant to Purchase Securities Between Castwell Precast Corporation and Cambria Investment Fund, LP dated November 14, 2005	This Filing

II-1

10.2

Form of Proceeds Escrow Agreement between Castwell Precast Corporation and Colonial Stock Transfer dated _____, 2007

This Filing

23.1

Consent of Madsen & Associates CPA’s, Inc.,

Independent Registered Accounting Firm

This Filing

23.2

Consent of Mark N. Schneider, A Professional Corporation

Included in Exhibit 5.1

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-2

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on July 16, 2007.

Castwell Precast Corporation

By:

/s/ Mathew Martindale

Mathew Martindale

President

In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name

Title

Date

/s/ Mathew Martindale

Mathew Martindale

President and Director

(Principal Executive Officer)

July 16, 2007

/s/ Jason T. Haislip

Jason T. Haislip

Secretary, Treasurer and Director

(Principal Financial and Accounting Officer)

July 16, 2007

II-3

Exhibit 3.1

ARTICLES OF INCORPORATION

CASTWELL PRECAST CORPORATION

ARTICLE I

NAME

The name of the corporation (the “Corporation”) shall be:

Castwell Precast Corporation

ARTICLE II

DURATION

The Corporation shall continue in existence perpetually unless sooner dissolved according to law.

ARTICLE III

PURPOSES

The purposes for which the Corporation is organized are:

To design, develop, and market precast concrete products; to acquire, hold, and dispose of real or personal properties of any kind or nature whether tangible or intangible; and generally to do or perform any act necessary or desirable in connection with the foregoing;

To do all and everything necessary, suitable, convenient, or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated or incidental to the powers herein named or which shall at any time appear conducive or expedient for the protection or benefit of the Corporation, with all the powers hereafter conferred by the laws under which this Corporation is organized; and

To engage in any and all other lawful purposes, activities, and pursuits, whether similar or dissimilar to the foregoing, for which corporations may be organized under the Nevada Revised Statutes and to exercise all powers allowed or permitted thereunder.

ARTICLE IV

AUTHORIZED SHARES

The Corporation shall have authority to issue an aggregate of 60,000,000 shares, of which 10,000,000 shares shall be preferred stock, par value $0.001 (the “Preferred Stock”), and 50,000,000 shares shall be common stock, par value $0.001 (the “Common Stock”). The powers, preferences, and rights, and the qualifications, limitations, or restrictions of the shares of stock of each class and series which the Corporation shall be authorized to issue, are as follows:

(a) Preferred Stock . Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the board of directors. Each series shall be distinctly designated. All shares of any one series of the Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The powers, preferences, participating, optional, and other rights of each such series and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The board of directors of this Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of each particular series of Preferred Stock, the designation, powers, preferences, and relative participating, optional, and other rights and the qualifications, limitations, and restrictions thereof, if any, of such series.

(b) Common Stock . The Common Stock shall have the following powers, preferences, rights, qualifications, limitations, and restrictions:

(i) After the requirements with respect to preferential dividends of Preferred Stock, if any, shall have been met and after this Corporation shall comply with all the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be required by the Nevada Revised Statutes, then, but not otherwise, the holders of Common Stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the board of directors without distinction as to series;

(ii) After distribution in full of any preferential amount to be distributed to the holders of Preferred Stock, if any, in the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution, or winding up of this Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders, ratably in proportion to the number of shares of Common Stock held by each without distinction as to series; and

(iii) Except as may otherwise be required by law or these Articles of Incorporation, in all matters as to which the vote or consent of stockholders of the Corporation shall be required or be taken, including any vote to amend these Articles of Incorporation, to increase or decrease the par value of any class of stock, effect a stock

split or combination of shares, or alter or change the powers, preferences, or special rights of any class or series of stock, the holders of the Common Stock shall have one vote per share of Common Stock on all such matters and shall not have the right to cumulate their votes for any purpose.

(c)

Other Provisions.

(i) The board of directors of the Corporation shall have authority to authorize the issuance, from time to time without any vote or other action by the stockholders, of any or all shares of the Corporation of any class at any time authorized, and any securities convertible into or exchangeable for such shares, in each case to such persons and for such consideration and on such terms as the board of directors from time to time in its discretion lawfully may determine; provided, however, that the consideration for the issuance of shares of stock of the Corporation having par value shall not be less than such par value. Shares so issued, for which the full consideration determined by the board of directors has been paid to the Corporation, shall be fully paid stock, and the holders of such stock shall not be liable for any further call or assessments thereon.

(ii) Unless otherwise provided in the resolution of the board of directors providing for the issue of any series of Preferred Stock, no holder of shares of any class of the Corporation or of any security or obligation convertible into, or of any warrant, option, or right to purchase, subscribe for, or otherwise acquire, shares of any class of the Corporation, whether now or hereafter authorized, shall, as such holder, have any preemptive right whatsoever to purchase, subscribe for, or otherwise acquire shares of any class of the Corporation, whether now or hereafter authorized.

(iii) Anything herein contained to the contrary notwithstanding, any and all right, title, interest, and claim in and to any dividends declared or other distributions made by the Corporation, whether in cash, stock, or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned; and such unclaimed dividends or other distributions in the possession of the Corporation, its transfer agents, or other agents or depositories, shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any person whatsoever.

ARTICLE V

LIMITATION ON LIABILITY

A director or officer of the Corporation shall have no personal liability to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (b) the payment of distributions in violation of section 78.300 of the Nevada Revised Statutes.

ARTICLE VI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by the Nevada Revised Statutes as such statutes may be amended from time to time.

ARTICLE VII

ELECTION NOT TO BE GOVERNED BY NRS 78.378 TO 78.3793

The Corporation elects not to be governed by the provisions of sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes regarding control share acquisitions.

ARTICLE VIII

ELECTION NOT TO BE GOVERNED BY NRS 78.411 TO 78.444

The Corporation elects not to be governed by the provisions of sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes regarding combinations with interested shareholders.

ARTICLE IX

REGISTERED OFFICE AND REGISTERED AGENT

The address of the Corporation’s registered office in the state of Nevada is 50 West Liberty Street, Suite 880, Reno, Nevada 89501, and the name of the Corporation’s registered agent for service of process is Nevada Agency and Trust. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE X

AMENDMENT

The Corporation reserves the right to amend, alter, change, or repeal all or any portion of the provisions contained in its Articles of Incorporation from time to time in accordance with the laws of the state of Nevada, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE XI

AMENDMENT OF BYLAWS

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, but the stockholders of the Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws. The bylaws may contain any provisions for the regulation or management of the affairs of the Corporation not inconsistent with the laws of the state of Nevada now or hereafter existing.

ARTICLE XII

DIRECTORS

The governing board of the Corporation shall be known as the board of directors. The number of directors comprising the board of directors shall be not less than one (1) nor more than nine (9) as determined from time to time in the manner provided in the bylaws of the Corporation. The original board of directors shall consist of one person. The names and address of the person who is to serve as the original director until the first annual meeting of stockholders and until his successor is elected and qualified is as follows:

Name

Address

	Mathew Martindale	6600 North State Road 32
		Peoa, Utah 84061

ARTICLE XI

INCORPORATOR

The name and mailing address of the sole incorporator signing this certificate of incorporation is as follows:

	Name	Address
Mathew Martindale		6600 North State Road 32
		Peoa, Utah 84061

The undersigned, being the sole incorporator named above, for the purpose of forming a corporation pursuant to the Nevada Revised Statutes, makes this certificate, hereby declaring and certifying that it is his act and deed and that the facts herein stated are true, and accordingly has hereunto set his hand this 25 ^th day of March, 2005.

/s/ Mathew Martindale Mathew Martindale

Exhibit 3.2

BYLAWS

CASTWELL PRECAST CORPORATION

A NEVADA CORPORATION

TABLE OF CONTENTS

Page

ARTICLE I OFFICES

Section

1.01

Registered Office

............................................................

Section

1.02

Locations of Offices

............................................................

ARTICLE II SHAREHOLDERS

Section

2.01

Annual Meeting

............................................................

Section

2.02

Special Meetings

............................................................

Section

2.03

Place of Meetings

............................................................

Section

2.04

Notice of Meetings

............................................................

Section

2.05

Waiver of Notice

............................................................

Section

2.06

Fixing Record Date

............................................................

Section

2.07

Voting Lists

............................................................

Section

2.08

Quorum

............................................................

Section

2.09

Vote Required

............................................................

Section

2.10

Voting of Stock

............................................................

Section

2.11

Proxies

............................................................

Section

2.12

Written Consent to Action

by Stockholders

............................................................

ARTICLE III DIRECTORS

Section

3.01

Number, Term, and Qualifications

............................................................

Section

3.02

Vacancies and Newly

Created Directorships

............................................................

Section

3.03

General Powers

............................................................

Section

3.04

Regular Meetings

............................................................

Section

3.05

Special Meetings

............................................................

Section

3.06

Meetings by Telephone Conference Call

............................................................

Section

3.07

Notice

............................................................

Section

3.08

Quorum

............................................................

Section

3.09

Manner of Acting

............................................................

Section

3.10

Compensation

............................................................

Section

3.11

Presumption of Assent

............................................................

Section

3.12

Resignations

............................................................

Section

3.13

Written Consent to Action by Directors

............................................................

Section

3.14

Removal

............................................................

ARTICLE IV OFFICERS

Section

4.01

Number

............................................................

Section

4.02

Election, Term of Office, and

Qualifications

............................................................

Section

4.03

Subordinate Officers, Etc.

............................................................

Section

4.04

Resignations

............................................................

Section

4.05

Removal

............................................................

Section

4.06

Vacancies and Newly

Created Offices

............................................................

Section

4.07

The Chairman of the Board

............................................................

Section

4.08

The President

............................................................

Section

4.09

The Vice Presidents

............................................................

Section

4.10

The Secretary

............................................................

Section

4.11

The Treasurer

............................................................

Section

4.12

General Manager

............................................................

Section

4.13

Salaries

............................................................

Section

4.14

Surety Bonds

............................................................

ARTICLE V EXECUTION OF INSTRUMENTS, BORROWING OF

MONEY, AND DEPOSIT OF CORPORATE FUNDS

Section

5.01

Execution of Instruments

............................................................

Section

5.02

Loans

............................................................

Section

5.03

Deposits

............................................................

Section

5.04

Checks, Drafts, Etc.

............................................................

Section

5.05

Bonds and Debentures

............................................................

Section

5.06

Sale, Transfer, Etc. of Securities

............................................................

Section

5.07

Proxies

............................................................

ARTICLE VI CAPITAL SHARES

Section

6.01

Stock Certificates

............................................................

Section

6.02

Transfer of Stock

............................................................

Section

6.03

Regulations

............................................................

Section

6.04

Maintenance of Stock Ledger

............................................................

Principal Place of Business

............................................................

Section

6.05

Transfer Agents and Registrars

............................................................

Section

6.06

Closing of Transfer Books and

Fixing of Record Date

............................................................

Section

6.07

Lost or Destroyed Certificates

............................................................

ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section

7.01

How Constituted

............................................................

Section

7.02

Powers

............................................................

Section

7.03

Proceedings

............................................................

Section

7.04

Quorum and Manner of Acting

............................................................

Section

7.05

Resignations

............................................................

Section

7.06

Removal

............................................................

Section

7.07

Vacancies

............................................................

Section

7.08

Compensation

............................................................

ARTICLE VIII INDEMNIFICATION, INSURANCE, AND OFFICER

AND DIRECTOR CONTRACTS

Section

8.01

Indemnification: Third Party Actions

............................................................

Section

8.02

Indemnification: Corporate Actions

............................................................

Section

8.03

Determination

............................................................

Section

8.04

Advances

............................................................

Section

8.05

Scope of Indemnification

............................................................

Section

8.06

Insurance

............................................................

Section

8.07

Officer and Director Contracts

............................................................

ARTICLE IX FISCAL YEAR

............................................................

ARTICLE X DIVIDENDS

............................................................

ARTICLE XI AMENDMENTS

............................................................

CERTIFICATE OF SECRETARY

............................................................

iii

BYLAWS

CASTWELL PRECAST CORPORATION

ARTICLE I

OFFICES

Section 1.01 Registered Office . The registered office shall be in the city of Reno, state of Nevada.

Section 1.02 Locations of Offices . The corporation may also have offices at such other places both within and without the state of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS

Section 2.01 Annual Meeting . The annual meeting of the stockholders shall be held at such time and at such date between 90 and 180 days after the end of the corporation’s fiscal year as the board of directors may designate and provide for in the notice of the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting of the stockholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 2.02 Special Meetings . Special meetings of the stockholders may be called at any time by the board of directors.

Section 2.03 Place of Meetings . The board of directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be at the principal office of the corporation.

Section 2.04 Notice of Meetings . The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the stockholders (whether annual or special), to be mailed at least ten days, but not more than 50 days, prior to the meeting, to each stockholder of record entitled to vote.

Section 2.05 Waiver of Notice . Any stockholder may waive notice of any meeting of stockholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of notice regardless of whether waiver, consent, or approval is signed or any objections are made, unless

attendance is solely for the purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.

Section 2.06 Fixing Record Date . For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or stockholder entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 50 days and, in case of a meeting of stockholders, not less than 10 days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting, the day preceding the date on which notice of the meeting is mailed shall be the record date. For any other purpose, the record date shall be the close of business on the date on which the resolution of the board of directors pertaining thereto is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. Failure to comply with this section shall not affect the validity of any action taken at a meeting of stockholders.

Section 2.07 Voting Lists . The officers of the corporation shall cause to be prepared from the stock ledger, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The original stock ledger shall be prima facie evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section, or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.08 Quorum . Stock representing a majority of the voting power of all outstanding stock of the corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of the stockholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.09 Vote Required . When a quorum is present at a meeting, the vote of the holders of stock having a majority of the voting power present in person or represented by proxy shall decide all questions brought before such meeting, unless a question is one on which, by express provision of the statutes of the state of Nevada or of the articles of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 2.10 Voting of Stock . Unless otherwise provided in the articles of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the voting capital stock held by such stockholder, subject to the modification of such voting rights of any class or classes of the corporation’s capital stock by the articles of incorporation.

Section 2.11 Proxies . At each meeting of the stockholders, each stockholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such stock, as the case may be, as shown on the stock ledger of the corporation or by his attorney who has been duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxy, a majority of such persons present at the meeting, or if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the stock so held and the persons whose shares are pledged shall be entitled to vote, unless the transfer by the pledgor in the books and records of the corporation shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his proxy, may represent such stock and vote thereon. No proxy shall be voted or acted on after 6 months from its date, unless it is coupled with an interest or the proxy provides for a longer period, which may not exceed 7 years from the date of the proxy.

Section 2.12 Written Consent to Action by Stockholders . Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding stock entitled to vote with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

Section 3.01 Number, Term, and Qualifications . The number of directors which shall constitute the whole board shall be not less than two nor more than nine. Within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting of the stockholders or a special meeting called for such purpose, except as provided in section 3.02 of this article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be residents of the state of incorporation or stockholders of the corporation.

Section 3.02 Vacancies and Newly Created Directorships . Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3.03 General Powers . The business of the corporation shall be managed under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, by the articles of incorporation, or by these bylaws, directed or required to be exercised or done by the stockholders.

Section 3.04 Regular Meetings . A regular meeting of the board of directors shall be held without other notice than this bylaw immediately following, and at the same place as, the annual meeting of stockholders. The board of directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.

Section 3.05 Special Meetings . Special meetings of the board of directors may be called by or at the request of the chairman of the board, president, vice president, or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the board of directors called by them.

Section 3.06 Meetings by Telephone Conference Call . Members of the board of directors may participate in a meeting of the board of directors or a committee of the board of directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 3.07 Notice . Notice of any special meeting shall be given at least five days prior thereto by written notice delivered personally or mailed to each director at his regular business address or residence, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.08 Quorum . The presence of a majority of the directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.09 Manner of Acting . The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, and individual directors shall have no power as such.

Section 3.10 Compensation . By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors, and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.11 Presumption of Assent . A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, unless he

shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.12 Resignations . A director may resign at any time by delivering a written resignation to either the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on its acceptance by the board of directors; provided, that if the board has not acted thereon within ten days from the date presented, the resignation shall be deemed accepted.

Section 3.13 Written Consent to Action by Directors . Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee.

Section 3.14 Removal . Any director may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of issued and outstanding stock entitled to voting power.

ARTICLE IV

OFFICERS

Section 4.01 Number . The officers of the corporation shall be a president, a secretary, a treasurer, and such other officers as may be appointed by the board of directors, including, a chairman of the board, one or more vice presidents, an assistant secretary, an assistant treasurer, or a general manager.

Section 4.02 Election, Term of Office, and Qualifications . The officers shall be chosen by the board of directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the board of directors, officers may be chosen at any regular or special meeting of the board of directors. Each such officer (whether chosen at an annual meeting of the board of directors to fill a vacancy or otherwise) shall hold his office until the next ensuing annual meeting of the board of directors and until his successor shall have been chosen and qualified, or until his death, or until his resignation or removal in the manner provided in these bylaws. Any one person may hold any two or more of such offices. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office. The chairman of the board, if any, shall be and remain director of the corporation during the term of his office. No other officer need be a director.

Section 4.03 Subordinate Officers, Etc. The board of directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the board of directors from time to time may determine. The board of directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be stockholders or directors.

Section 4.04 Resignations . Any officer may resign at any time by delivering a written resignation to the board of directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 4.05 Removal . Any officer may be removed from office at any special meeting of the board of directors called for that purpose or at a regular meeting, by the vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the board of directors.

Section 4.06 Vacancies and Newly Created Offices . If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or newly created offices may be filled by the board of directors at any regular or special meeting.

Section 4.07 The Chairman of the Board . The chairman of the board, if there be such an officer, shall have the following powers and duties:

(a)

He or she shall preside at all stockholders’ meetings;

(b)

He or she shall preside at all meetings of the board of directors; and

(c)

He or she shall be a member of the executive committee, if any.

Section 4.08 The President . The president shall have the following powers and duties:

(a) If no general manager has been appointed, he shall be the chief executive officer of the corporation, and, subject to the direction of the board of directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents;

(b) If no chairman of the board has been chosen, or if such officer is absent or disabled, he shall preside at meetings of the stockholders and board of directors;

(c)

He or she shall be a member of the executive committee, if any;

(d) He or she shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and

(e) He or she shall have all power and shall perform all duties normally incident to the office of a president of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the board of directors.

Section 4.09 The Vice Presidents . The board of directors may, from time to time, designate and elect one or more vice presidents, one of whom may be designated to serve as executive vice president. Each vice president shall have such powers and perform such duties as from time to time may be assigned to him by the board of directors or the president. At the request of or in the absence or disability of the president, the executive vice president or, in the absence or disability of the executive vice president, the vice president designated by the board of directors or (in the absence of such designation by the board of directors) by the president, the senior vice president, shall perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president.

Section 4.10 The Secretary . The secretary shall have the following powers and duties:

(a) He or she shall keep or cause to be kept a record of all of the proceedings of the meetings of the stockholders and of the board of directors in books provided for that purpose;

(b) He or she shall cause all notices to be duly given in accordance with the provisions of these bylaws and as required by statute;

(c) He or she shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these bylaws, and when so affixed, he may attest the same;

(d) He or she shall assume that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed;

(e) He or she shall have charge of the stock ledger and books of the corporation and cause such books to be kept in such manner as to show at any time the amount of the stock of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the amount of stock held by each holder and time when each became such holder of record; and he shall exhibit at all reasonable times to any director, on application, the original or duplicate stock ledger. He or she shall cause the stock ledger referred to in section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the board of directors shall determine, in the manner and for the purpose provided in such section;

(f) He or she shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and

(g) He or she shall perform in general all duties incident to the office of secretary and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president.

Section 4.11 The Treasurer . The treasurer shall have the following powers and duties:

(a) He or she shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation;

(b) He or she shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with section 5.03 hereof;

(c) He or she shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed;

(d) He or she shall render to the board of directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of his transactions as treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so;

(e) He or she shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any directors on request during business hours;

(f) He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation; and

(g) He or she shall perform in general all duties incident to the office of treasurer and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president.

Section 4.12 General Manager . The board of directors may employ and appoint a general manager who may, or may not, be one of the officers or directors of the corporation.

The general manager, if any, shall have the following powers and duties:

(a) He or she shall be the chief executive officer of the corporation and, subject to the directions of the board of directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents;

(b) He or she shall be charged with the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the board of directors;

(c) Subject to the approval of the board of directors or the executive committee, if any, he shall employ all employees of the corporation, or delegate such employment to subordinate officers, or such division chiefs, and shall have authority to discharge any person so employed; and

(d) He or she shall make a report to the president and directors quarterly, or more often if required to do so, setting forth the results of the operations under his charge, together with suggestions looking toward improvement and betterment of the condition of the corporation, and shall perform such other duties as the board of directors may require.

Section 4.13 Salaries . The salaries and other compensation of the officers of the corporation shall be fixed from time to time by the board of directors, except that the board of directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of section 4.03 hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a director of the corporation.

Section 4.14 Surety Bonds . In case the board of directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the board of directors may direct, conditioned on the faithful performance of his duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his hands.

ARTICLE V

EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,

AND DEPOSIT OF CORPORATE FUNDS

Section 5.01 Execution of Instruments . Subject to any limitation contained in the articles of incorporation or these bylaws, the president or any vice president or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the board of directors. The board of directors may, subject to any limitation contained in the articles of incorporation or in these bylaws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation. Any such authorization may be general or confined to specific instances.

Section 5.02 Loans . No loan or advance shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the board of directors. Any such authorization may be general or confined to specific instances.

Section 5.03 Deposits . All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the board of directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the board of directors.

Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these bylaws, evidences of indebtedness of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the board of directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the board of directors from time to time may determine.

Section 5.05 Bonds and Debentures . Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation’s officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

Section 5.06 Sale, Transfer, Etc. of Securities . Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the president, or by any vice president, together with the secretary, or by any officer or agent authorized by the board of directors.

Section 5.07 Proxies . Proxies to vote with respect to stock of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice president and the secretary or assistant secretary of the corporation, or by any officer or agent thereunder authorized by the board of directors.

ARTICLE VI

CAPITAL SHARES

Section 6.01 Stock Certificates . Every holder of stock in the corporation shall be entitled to have a certificate, signed by the president or any vice president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of stock owned by him in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer. Certificates representing stock of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the stock books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the stock represented thereby, the number and kind, class or series of such stock, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked “Canceled” with the date of cancellation.

Section 6.02 Transfer of Stock . Transfers of stock of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his attorney duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such stock. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable, or other claim to or interest in such stock on the part of any other person whether or not it or they shall have express or other notice thereof.

Section 6.03 Regulations . Subject to the provisions of the articles of incorporation, the board of directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for stock of the corporation.

Section 6.04 Maintenance of Stock Ledger at Principal Place of Business . A stock ledger (or ledgers where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the board of directors shall determine, containing the names, alphabetically arranged, of original stockholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of stock held by each. Such stock ledgers shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.

Section 6.05 Transfer Agents and Registrars . The board of directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing stock of the corporation, and may require all such certificates to bear the signature of either or both. The board of directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for stock shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such stock, and until registered by a registrar, if at such date the corporation had a registrar for such stock.

Section 6.06 Closing of Transfer Books and Fixing of Record Date .

(a) The board of directors shall have power to close the stock ledgers of the corporation for a period of not to exceed 50 days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose.

(b) In lieu of closing the stock ledgers as aforesaid, the board of directors may fix in advance a date, not exceeding 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the stockholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent.

(c) If the stock ledgers shall be closed or a record date set for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for, or such record date shall be, at least ten days immediately preceding such meeting.

Section 6.07 Lost or Destroyed Certificates . The corporation may issue a new certificate for stock of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the board of directors may, in its discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond in such form and amount as the board of directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the board of directors, it is proper to do so.

ARTICLE VII

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01 How Constituted . The board of directors may designate an executive committee and such other committees as the board of directors may deem appropriate, each of which committees shall consist of one or more directors. Members of the executive committee and of any other committee shall be designated annually at the annual meeting of the board of directors; provided, however, that at any time the board of directors may abolish or reconstitute the executive committee or any other committee. Each member of the executive committee and of any other committee shall hold office until his successor shall have been designated or until his resignation or removal in the manner provided in these bylaws.

Section 7.02 Powers . During the intervals between meetings of the board of directors, the executive committee shall have and may exercise all powers of the board of directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the board of directors or to amend these bylaws, and except for such powers as by law may not be delegated by the board of directors to an executive committee.

Section 7.03 Proceedings . The executive committee, and such other committees as may be designated hereunder by the board of directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time. It will keep a record of its proceedings and shall report such proceedings to the board of directors at the meeting of the board of directors next following.

Section 7.04 Quorum and Manner of Acting . At all meetings of the executive committee, and of such other committees as may be designated hereunder by the board of directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee, and of such other committees as may be designated hereunder by the board of directors, shall act only as a committee and the individual members thereof shall have no powers as such.

Section 7.05 Resignations . Any member of the executive committee, and of such other committees as may be designated hereunder by the board of directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he is a member, if any shall have been appointed and shall be in office. Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 7.06 Removal . The board of directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either with or without cause.

Section 7.07 Vacancies . If any vacancy should occur in the executive committee or of any other committee designated by the board of directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the

committee and continue to act, unless such committee consisted of more than one member prior to the vacancy or vacancies and is left with only one member as a result thereof. Such vacancy may be filled at any meeting of the board of directors.

Section 7.08 Compensation . The board of directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of the said committee.

ARTICLE VIII

INDEMNIFICATION, INSURANCE, AND

OFFICER AND DIRECTOR CONTRACTS

Section 8.01 Indemnification: Third Party Actions . The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

Section 8.02 Indemnification: Corporate Actions . The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue, or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 8.03 Determination . To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he must be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense. Any indemnification under sections 8.01 or 8.02, unless ordered by a court, shall be made by the corporation only as authorized in the specific case on a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sections 8.01 or 8.02. The determination shall be

made: (a) by the stockholders; (b) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the act, suit, or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) if a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Section 8.04 Advances . Expenses incurred by officers and directors in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

Section 8.05 Scope of Indemnification . The indemnification and advancement of expenses authorized in or ordered by the corporation pursuant to sections 8.01, 8.02, 8.04:

(a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses, including corporate personnel other than directors or officers, may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to section 8.02 or for the advancement of expenses made pursuant to section 8.04, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and

(b) continues for a person who has ceased to be a director, officer, employee, or agent and inures to the benefit of the heirs, executors, and administrators of such a person.

Section 8.06 Insurance . The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

Section 8.07 Officer and Director Contracts . No contract or other transaction between the corporation and any other firm or corporation shall be affected by the fact that a director or officer of the corporation has an interest in, or is a director or officer of the corporation or any such other corporation. Any officer or director, individually or with others, may be a party to, or may have an interest in, any transaction of the corporation or any transaction in which the corporation is a party or has an interest. Each person who is now or may become an officer or director of the corporation is hereby relieved from liability that he might otherwise obtain in the event such officer or director contracts with the corporation for the benefit of himself or any firm or other corporation in which he may have an interest; provided, such officer or director acts in good faith.

ARTICLE IX

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE X

DIVIDENDS

The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding stock in the manner and on the terms and conditions provided by the certificate of incorporation and by the laws.

ARTICLE XI

AMENDMENTS

All bylaws of the corporation, whether adopted by the board of directors or the stockholders, shall be subject to amendment, alteration, or repeal, and new bylaws may be made, except that no bylaw adopted or amended by the stockholders shall be altered or repealed by the board of directors.

CERTIFICATE OF SECRETARY

The undersigned does hereby certify that he/she is the secretary of Castwell Precast Corporation, a corporation duly organized and existing under and by virtue of the laws of the state of Nevada; that the above and foregoing bylaws of said corporation were duly and regularly adopted as such by the board of directors of said corporation by unanimous consent dated March 25, 2005, and that the above and foregoing bylaws are now in full force and effect and supersede and replace any prior bylaws of the corporation.

DATED as of the 25th day of March 2005.

Castwell Precast Corporation

By /s/ Jason Haislip

Jason Haislip, Secretary

Exhibits 5.1 and 23.2

MARK N. SCHNEIDER

July 10, 2007

Board of Directors

Castwell Precast Corporation

5641 South Magic Drive

Murray, Utah 84107

Re:

Castwell Precast Corporation

Registration Statement on Form SB-2

Gentlemen:

This firm has been retained by Castwell Precast Corporation (the “Company”), in connection with the registration statement on Form SB-2 to be filed by the Company with the Securities and Exchange Commission relating to the sale of up to 1,000,000 shares of common stock (the “Registration Statement”). You have requested that I render my opinion as to whether the shares of common stock, par value $0.001 per share (the “Stock”), proposed to be issued on the terms set forth in the Registration Statement will be validly issued, fully paid, and nonassessable.

In connection with this engagement, I have examined the following:

(1)

the articles of incorporation of the Company;

(2)

the bylaws of the Company;

(3)

the Registration Statement; and

(4)

resolutions of the Company’s board of directors.

I have also examined such other corporate records and documents as I deemed necessary under the circumstances.

Based upon the above examination, I am of the opinion that the Stock, when issued and sold in the manner referred to in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be duly authorized, validly issued, fully paid and nonassessable.

Castwell Precast Corporation

July 10, 2007

Page 2

T his firm consents to the use of this opinion as an exhibit to the Registration

Statement and further consents to the use of the name of this firm wherever appearing in the

Registration Statement, including the prospectus constituting a part thereof, and any amendments thereto.

Sincerely,

	MARK N. SCHNEIDER
	A Professional Corporation

/s/ Mark N. Schneider

	Mark N. Schneider
	President

Exhibit 10.1

THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE SECURITIES

Date: November 14, 2005

This Warrant (“ Warrant ”) is issued by CASTWELL PRECAST CORPORATION, a Nevada corporation (the “ Company ”) pursuant to the Loan and Security Agreement (the “ Loan Agreement ”) dated as of the date hereof between the Company and the “Agent” and the “Holders” (as such terms are defined in the Loan Agreement). This Warrant certifies that, for the agreed upon value of $10.00 and for other good and valuable consideration, CAMBRIA INVESTMENT FUND, LP, a California limited partnership (“ Holder ”) is entitled to purchase 100,000 shares of common stock of the Company (the “ Warrant Shares ”). The exercise price per share shall be equal to ten cents per share ($0.10) (the “ Exercise Price ”), subject to the provisions of Article 2 and the other terms and conditions set forth in this warrant (the “ Warrant ”). The Warrant Shares shall all vest as of the date of this Agreement.

ARTICLE 1. EXERCISE AND ADMINISTRATION OF WARRANT

1.1 Method of Exercise . The Holder may exercise this Warrant by delivering a duly executed Notice of Exercise (in substantially the form attached as Appendix 1 ) to the principal office of the Company. Holder shall also deliver to the Company a check for the aggregate Exercise Price for the Warrant Shares being purchased.

1.2 Delivery of Certificate and New Warrant . Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Warrant Shares acquired (or other confirmation that the books and records of the Company reflect such Holder as the owner of the Warrant Shares) and, if this Warrant has not been fully exercised or converted and has not been fully exercised or converted and has not expired, a new Warrant representing the Warrant Shares not so acquired. Company shall also promptly deliver to Holder certificates for the Warrant Shares acquired (or other confirmation that the books and records of the Company reflect such Holder as the owner of the Warrant Shares) in connection with the reduction of the Exercise Price as set forth in Section 2.7 hereof.

1.3 Replacement of Warrants . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.4

Repurchase on Sale, Merger, or Consolidation of the Company

(a) Acquisition . For the purpose of this Warrant, “ Acquisition ” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than fifty percent (50%) of the outstanding voting securities of the surviving entity after the transaction.

(b) Assumption of Warrant . Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Warrant Shares issuable upon exercise of the unexercised portion of this Warrant as if such Warrant Shares were outstanding on the record date for the Acquisition and subsequent closing. The Exercise Price shall be adjusted accordingly.

(c) Purchase Right . Notwithstanding the foregoing, at the election of a Holder, the Company shall purchase the unexercised portion of this Warrant for cash upon the closing of any Acquisition for an amount equal to (a) the fair market value of any consideration that would have been received by such Holder in consideration of the Warrant Shares had such Holder exercised the unexercised portion of this Warrant immediately before the record date for determining the shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Exercise Price of the Warrant Shares, but in no event less than zero.

(d) Public Offering. For purposes of this Warrant, a “ Public Offering ” means the sale of the Company’s common stock pursuant to a registration statement under the Securities Act of 1933, as amended, for an underwritten public offering (other than a registration on Form S-8, Form S-4 or comparable forms), which results in aggregate cash proceeds (prior to underwriters’ commissions and expenses) to the Company of more than $1,000,000, or the completion by the Company of a reverse merger transaction, in which the Company merges into a publicly traded OTC bulletin board or Pink Sheet company. Immediately prior to the closing of any Public Offering, any portion of this Warrant then not exercised or exercisable will be for the number of Shares of the Company’s common stock that would have resulted from the conversion, pursuant to the Company’s Articles or Certificate of Incorporation as of the Public Offering of the maximum number of Shares that could have been acquired by a Holder upon the exercise of the unexpired portion of this Warrant immediately prior to such Public Offering.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its Shares payable in Shares, or other securities, subdivides the outstanding Shares into a greater amount of Shares, or, if the Shares are securities other than common stock, subdivides the Shares in a transaction that increases the amount of common stock into which the Shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.

2.2 Reclassification, Exchange or Substitution . Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Warrant Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of Company of the same class or series as the Warrant Shares to common stock pursuant to the terms of the Company’s Articles or Certificate of Incorporation upon the closing of a registered Public Offering of Company’s common stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3 Adjustments for Combinations, Etc . If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of Shares, the Exercise Price shall be proportionately increased.

2.4 Adjustments for Dilutive Issuances. The number of Warrant Shares issuable upon exercise of this Warrant shall be subject to increase from time to time, if, at any time while this Warrant is outstanding, the Company issues Common Stock or other securities convertible into, or exercisable for, Common Stock (other than Excluded Stock (as defined below)), at a price per share of Common Stock equivalent that is less than $0.10 (the “ Benchmark Price ”) per share (such price that is less than the Benchmark Price shall be referred to as the “ Dilutive Price ”, and such offering shall be referred to as a “ Dilutive Offering ”). In such event, the number of Warrant Shares to be issued under this Warrant shall be increased by multiplying (a) the number of Warrant Shares existing at the time of the calculation, by (b) a fraction, the numerator of which is equal the Benchmark Price, and the denominator of which is equal to the Dilutive Price. In the event of such a Dilutive Offering, the newly increased number of shares to be issued under this Warrant shall become the “Warrant Shares” for purposes of this Warrant, and this Section 2.4 shall continue to apply in the case of subsequent Dilutive Offerings. “Excluded Stock” shall mean stock

options existing on the date hereof and up to 500,000 shares of Common Stock to be issued or reserved for issuance to employees, consultants, officers or directors of the Company pursuant to the Company’s stock compensation program, provided the exercise price for any options is at least equal to the fair market value of the Common Stock at the time the option was granted and the sales price for any shares of Common Stock issued under such plan is at least equal to the fair market value of the Common Stock at the time the shares are sold other than pursuant to the exercise of an option under such a plan.

2.5 No Impairment. The Company shall not, by amendment of its Articles of Incorporation or Bylaws or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect each Holder’s rights under this Article against impairment. If the Company takes any action affecting the Warrant Shares or its common stock other than as described above that adversely affects any Holder’s rights under this Warrant, the Exercise Price shall be adjusted downward and the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Exercise Price of this Warrant is unchanged.

2.6 Fractional Shares . No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Warrant Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying each Holder an amount computed by multiplying the fractional interest by the Exercise Price of a full Share.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties . The Company hereby represents and warrants to Holder that all Warrant Shares which may be issued upon the exercise of the purchase right represented by this Warrant and all securities, if any, issuable upon conversion of the Warrant Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its Shares, whether in cash, property, stock or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series or other rights; (c) to effect any reclassification or recapitalization of Shares; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten Public Offering of the Company’s securities for cash, then, in connection with each such event, the Company shall give each Holder (1) at least twenty (20) days prior written notice of the date on which a record will be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Shares will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least twenty (20) days prior written notice of the date when the same will take place (and specifying the date on which the holders of Shares will be entitled to exchange their Shares for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.

3.3 Information Rights . So long as Holder holds this Warrant and/or any of the Warrant Shares, the Company shall deliver to such Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual financial statements of Company.

3.4 Registration Under Securities Act of 1933, as amended - “Piggyback” Registration Rights . If at any time following the completion of a Public Offering by the Company, the Company shall determine to register additional Shares under the Securities Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its common stock (except securities to be issued solely in connection with any acquisition of any entity or business, Shares issuable solely pursuant to employee benefit plans eligible for

registration on SEC Form S-8 or Shares to be registered on any registration form that does not permit secondary sales), it shall send to Holder written notice of such determination at least twenty (20) days prior to each such filing and, if within ten (10) days after receipt of such notice, Holder shall so request in writing, the Company shall use its reasonable best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Shares (collectively referred to in this Section 3.4 as “ Registrable Securities ”) that such Holder requests to be registered. Any Registrable Securities which are included in any underwritten offering under this Section 3.4 shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the “ Company Underwriter ”) to permit the Holder to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein.

(a) Effectiveness . If necessary to permit distribution of the Registrable Securities, the Company shall use its reasonable best efforts to maintain the effectiveness for up to one (1) year of the registration pursuant to which any of the Registrable Securities are being offered, and from time to time will amend or supplement such registration statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act and any applicable state securities statute or regulation. Notwithstanding the foregoing, if the registration by the Company of the resale of Registrable Securities is eligible for SEC Form S-3 or any successor to such form, the Company shall use its best efforts to maintain the effectiveness of the registration until all registered Registrable Securities are sold. The Holders shall notify the Company promptly of the completion of the offering of its Registrable Securities under any such effective registration statement.

(i) The Company shall not be required to effect a registration statement pursuant to this Section 3.4 after the Company has previously effected two (2) registrations pursuant to this Section 3.4 , and such registrations have been declared or ordered effective; or

(ii) If requested by the Company or a representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in registration) for a period specified by the representative of the underwriters, not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act for the Company=s initial public offering of the Company=s Common Stock.

(b) Further Obligations of the Company . Whenever, under the preceding paragraphs of this Section 3.4 , the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following:

(i) Furnish to selling Holder such copies of each preliminary and final prospectus and any other documents as such Holder may reasonably request to facilitate the public offering of its Registrable Securities;

(ii) Use its reasonable best efforts to register or qualify the Registrable Securities to be registered pursuant to this Section 3.4 under the applicable securities or blue sky laws of such jurisdictions as any selling Holder may reasonably request;

(iii) Furnish to each selling Holder: (a) a signed counterpart of an opinion of counsel for the Company, dated the effective date of the registration statement; and (b) a copy of any “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, covering substantially the same matters as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities;

(iv) Permit selling Holder or such Holder’s counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them in connection with such registration; and

(v) Furnish to selling Holder, upon request, a copy of all documents filed and all correspondence from or to the Commission in connection with any such offering.

(c) Expenses . Except for underwriters’ discounts and brokerage commissions allocable to the Registrable Securities, the Company shall bear all costs and expenses of each registration contemplated in Section 3.4 including, but not limited to, printing, legal (including the reasonable fees and expenses of one counsel to the Holders) and accounting fees and expenses, SEC and NASD filing fees and blue sky fees and expenses in any jurisdiction in which the securities to be offered are to be registered or qualified.

(d) Transfer of Registration Rights . The registration rights of the Holders of Registrable Securities under this Section 3.4 shall inure to the benefit of and be exercisable by any transferee of Registrable Securities.

ARTICLE 4. MISCELLANEOUS.

4.1 Term. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the seventh (7 ^th ) anniversary of the date first set forth above.

4.2 Legends . This Warrant and the Warrant Shares (and the securities issuable, directly or indirectly, upon conversion of the Warrant Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

4.3 Compliance with Securities Laws on Transfer . This Warrant and the Warrant Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Warrant Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonable requested by the Company). The Company shall not require Holders to provide an opinion of counsel if the transfer is to an affiliate of Holders or if there is no material question as to the availability of current information as referenced in rule 144(c), each Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. Notwithstanding the preceding, Holders may grant a participation interest in the Warrant, or the Warrant Shares, without the Company’s consent.

4.4 Transfer Procedure . Subject to the provisions of Sections 4.3 , any Holder may transfer all or part of this Warrant or the Warrant Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Warrant Shares, if any) by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).

4.5 Notices . All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by Company or Holder from time to time.

4.6 Waiver . This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

4.7 Attorneys’ Fees . In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

4.8 Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law.

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed as of the day and year set forth above.

COMPANY:

CASTWELL PRECAST CORPORATION

a Nevada corporation

By: /s/ Mathew Martindale

	Name: Mathew Martindale
	Title:	President

HOLDER:

CAMBRIA INVESTMENT FUND, L.P.,

a California limited partnership

By: CAMBRIA INVESTMENT ADVISORS, LLC, its General Partner

By: /s/ Eric W. Richardson

Name: Eric W. Richardson

Title: President

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned hereby elects to purchase _______ Shares of InterMed Advisors, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such Shares in full.

2. Please register or issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:

______________________________________

(Name)

______________________________________

(Address)

3. The undersigned represents it is acquiring the Shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.

By: ______________________________________
		Name:
	Title:

____________________

(Date)

Exhibit 10.2

PROCEEDS ESCROW AGREEMENT

This Proceeds Escrow Agreement (this “Agreement”) is made and entered into as of the ___ day of _______________ 2007, by and between Castwell Precast Corporation, a Nevada corporation (the “Company”), and Colonial Stock Transfer Company, Inc., a Utah corporation (the “Escrow Agent”).

Premises

The Company proposes to offer for sale to the general public in certain states 1,000,000 shares of the Company’s common stock, par value $0.001, at an offering price of $0.15 per share, pursuant to a Registration Statement on Form SB-2 (the “Registration Statement”) on file with the Securities and Exchange Commission. The Shares are being offered on a “best efforts, 800,000 Share minimum - 1,000,000 Share maximum” basis. The Company and the Escrow Agent desire to provide for the escrow of the gross subscription payments for Shares in a segregated account until the amount, as set forth below, has been received.

Agreement

NOW, THEREFORE, the parties hereto agree as follows:

1. Until termination of this Agreement, all funds collected by the Company from subscriptions for the purchase of Shares in the subject offering shall be delivered promptly to the Escrow Agent who shall promptly deposit such checks in a segregated bank account established for purposes of this Agreement. Checks shall be made payable to “Colonial Stock Transfer as Escrow Agent for Castwell Precast Corporation.”

2. Concurrently with transmitting funds to the Escrow Agent, the Company shall also deliver to the Escrow Agent a schedule setting forth the name and address of each subscriber whose funds are included in such transmittal, the number of Shares subscribed for, and the dollar amount paid. All funds so deposited shall remain the property of the subscriber and shall not be subject to any lien or charges by the Escrow Agent, or judgments or creditors’ claims against the Company until released to it in the manner hereinafter provided.

3. If at any time prior to the expiration of the offering period, as specified in paragraph 4, $120,000 has been deposited in the account pursuant to this Agreement, the Escrow Agent shall confirm the receipt of such funds to the Company and, on written request of the Company, promptly transmit the amount deposited in escrow to the Company (such event is hereinafter referred to as the “Closing”).

4. If, within three months after the effective date of the Registration Statement (unless the Escrow Agent receives written notice from the Company that such escrow period has been

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extended for one additional month) the Company has not deposited $120,000 in good funds with the Escrow Agent, the Escrow Agent shall so notify the Company and shall promptly transmit to those investors who subscribed for the purchase of Shares the amount of money each such investor so paid. The Escrow Agent shall furnish to the Company an accounting for the refund in full to all subscribers.

5. If at any time prior to the termination of this escrow the Escrow Agent is advised by the Securities and Exchange Commission that a stop order has been issued with respect to the Registration Statement, the Escrow Agent shall notify the Company of such event and thereon return all funds to the respective subscribers.

6. It is understood and agreed that the duties of the Escrow Agent are entirely ministerial, being limited to receiving monies from the Company and holding and disbursing such monies in accordance with this Agreement.

7. The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it, or with respect to the form or execution of the same, or the identity, authority, or rights of any person executing or depositing the same.

8. The Escrow Agent shall not be required to take or be bound by notice of any default of any person or to take any action with respect to such default involving any expense or liability, unless notice in writing is given to an officer of the Escrow Agent of such default by the undersigned or any of them, and unless it is indemnified in a manner satisfactory to it against any expense or liability arising therefrom.

9. The Escrow Agent shall not be liable for acting on any notice, request, waiver, consent, receipt, or other paper or document believed by the Escrow Agent to be genuine and to have been signed by the proper party or parties.

10. The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct.

11. The Escrow Agent shall not be answerable for the default or misconduct of any agent, attorney, or employee appointed by it if such agent, attorney, or employee shall have been selected with reasonable care.

12. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the consideration of the foregoing instructions or the Escrow Agent’s duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.

13. In the event of any disagreement between the undersigned or any of them, the person or persons named in the foregoing instructions, and/or any other person, resulting in adverse claims and/or demands being made in connection with or for any papers, money, or property involved

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herein or affected hereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such claim, or demand so long as such disagreement shall continue and, in so refusing, the Escrow Agent shall not be or become liable to the undersigned or any of them or to any person named in the foregoing instructions for the failure or refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to continue to so refrain and refuse to so act until:

(a) the rights of adverse claimants have been finally adjudicated in a court assuming and having jurisdiction of the parties and the money, papers, and property involved herein or affected hereby; and/or

(b) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing signed by all of the persons interested.

14. The fee of the Escrow Agent is $_____. In addition, if a minimum of $120,000 is not received in escrow within the escrow period and the Escrow Agent is required to return funds to investors as provided in section 4, the Escrow Agent shall receive a fee of $___ per check for such service. The fee agreed on for services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; however, in the event that the conditions of this Agreement are not fulfilled, the Escrow Agent renders any material service not contemplated by this Agreement, there is any assignment of interest in the subject matter of this Agreement, there is any material modification hereof, any material controversy arises hereunder, or the Escrow Agent is made a party to or justifiably intervenes in any litigation pertaining to this Agreement or the subject matter hereof, the Escrow Agent shall be reasonably compensated for such extraordinary expenses, including reasonable attorneys’ fees, occasioned by any delay, controversy, litigation, or event and the same may be recoverable only from the Company.

15. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, transferees and assigns. Neither the Company nor the Escrow Agent shall assign this Agreement or any rights hereunder to anyone except with the prior written consent of the other party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may only be modified by a subsequent writing executed by both parties. If any term, covenant, condition or agreement of this Agreement or the application of it to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term, covenant, condition or agreement to persons or circumstances, other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition or agreement of this Agreement shall be valid and shall be enforced to the extent permitted by law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the state of Utah.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, as of the date first above written.

Castwell Precast Corporation

	By_____________________
		Mathew Martindale, President

Colonial Stock Transfer Company, Inc.

	By_____________________
		Duly Authorized Officer

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form SB-2 for Castwell Precast Corporation of our report dated February 23, 2007, relating to the December 31, 2006 financial statements of Castwell Precast Corporation which appears in such Prospectus. We also consent to the reference to us under the heading “Experts.”

/s/ Madsen & Associates CPA’s, Inc.

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah

July 16, 2007