<pre>
===============================================================================
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(MARK ONE)
 [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2007     OR

 [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the transition period from __________ to __________

                        Commission File Number 000-31291

                                 RPM TECHNOLOGIES, INC.
                      (Name of small business issuer in its charter)

                     Delaware                             36-4391958
               (State or other jurisdiction           (I.R.S. Employer
              incorporation or organization)          Identification No.)

          9981 West 190th St., Suite C, Mokena, Illinois         60448
          (Address of principal executive offices)        (Zip Code)

                       Issuer's telephone number: (708) 479-0057

         Securities registered under Section 12(b) of the Exchange Act:
          Title of each class      Name of each exchange on which registered
                None                                   None

            Securities registered under Section 12(g) of the Exchange Act:
                           Common Stock, $0.001 par value
                                (Title of class)
                              _____________________

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. Yes [   ]  No [ X ]

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes [ X ]  No [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [   ]  No [ X ]

The issuer's revenues for the twelve months ended December 31, 2007 were
$2,233,934.

The aggregate market value of the voting common equity held by non-affiliates
of the registrant computed by reference to the closing price of the common
equity on April 10, 2008 was approximately $2.7 million. The registrant has no
outstanding non-voting common equity.

As of April 10, 2008, the number of shares outstanding of the registrant's only
class of common equity was 54,674,381.

Transitional Small Business Disclosure Format (check one): Yes [   ]  No [ X ]

DOCUMENTS INCORPORATED BY REFERENCE: None.
===========================================================================

                             PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This report contains forward-looking statements, including among others:

    o   our product development activities;
    o   our business strategy for establishing and maintaining a presence in
        the pallet and plastic roofing tile markets;
    o   anticipated trends in our financial condition and results of
        operations; and
    o   our ability to distinguish ourselves from our current and future
        competitors.

    You can identify forward-looking statements generally by the use of
forward-looking terminology such as "believes," "expects,"  "may," "will,"
"intends," "plans," "should," "could," "seeks," "pro forma," "anticipates,"
"estimates," "continues," or other variations thereof, including their use in
the negative, or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the captions
"Risk Factors," "Management's Discussion and Analysis or Plan of Operation,"
and "Description of Business," as well as captions elsewhere in this report. A
number of factors could cause results to differ materially from those
anticipated by forward-looking statements, including those discussed under
"Risk Factors" and "Description of Business."

    These forward-looking statements necessarily depend upon assumptions  and
estimates that may prove to be incorrect.  Although we believe that the
assumptions and estimates reflected in the forward-looking statements are
reasonable, we cannot guarantee that we will achieve our plans, intentions or
expectations. The forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ in
significant ways from any future results expressed or implied by the forward-
looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS.

Overview

    We were incorporated in Delaware on April 10, 1996 under the name Mann
Enterprise, Inc. On March 17, 2000, Mann Enterprise acquired RPM Technologies,
Inc., a Colorado corporation ("RPM Colorado"), in a stock-for-stock exchange
transaction. RPM Colorado had been engaged in the business of developing,
producing and marketing plastic pallets since its inception in December 1997.
On April 17, 2000, RPM Colorado was merged with and into Mann Enterprise.
Immediately following the merger, Mann Enterprise changed its name to RPM
Technologies, Inc.

    We are engaged in the business of developing, producing through subcontract
manufacturers, marketing and selling plastic pallets and other material-
handling products throughout the United States, Canada and South America. We
subcontract the manufacture of our plastic pallets to large injection,
extrusion and compression molders on a competitive bid basis. These
manufacturers are selected on the basis of their equipment and manufacturing
capabilities. We supply them with the molds and resins that we have developed
for specific product applications.

    At our direction, these manufacturers utilize a proprietary processing
system to produce strong, durable and cost-effective plastic pallets. Our
pallets are made from recycled plastic and overcome many of the drawbacks
associated with wood pallets, such as limited durability, heaviness, the
causing of injuries by splintered wood and nails, and environmental issues.

    The demand for and sales of our plastic pallet products is increasing.
We have received orders from and delivered product
to customers that include Toyota, Goodyear, Dow Chemical, Exxon-Mobil, the
United States Department of Defense, the National Guard, the United States
Department of Forestry, Wm. Wrigley Jr. Company, Kraft, Sara Lee, Armstrong
World, Smurfit-Stone, General Dynamics, Black & Decker, Fuji Film, Baxter
Laboratories, Romer, Pollack Paper, Lee Carpet, Bechtel Power, Organic Valley,
Transgeonomic, Numatech Industries, Unisea, Leader Manufacturing, Cyber Power
Systems, Rockwell International, North American, Biokyowa, Georgia Pacific and
others. We have also received product sales inquiries from potential customers
located in Canada, Europe and the Middle East.

    We continue to promote our line of material-handling products through
internet marketing and promotion with numerous different optimized websites,

<page>1
each directed to a specific market segment. These websites include:
www.rpmplasticpallets.com, www.rpmtechnologiesinc.com, www.pallet- container-
quotes.com, www.shelving-quotes.com, www.locker-quotes.com, www.pallet-rack-
stack-racks.com, www.plastic-pallets-usa.biz, www.plastic- pallets.com,
www.plastic-pallets.org, www.plastic-pallets-use.info and www.plastic-pallets-
usa.ws. In the future we may add new variations of the suffixes, "usa," "us,"
"com," "biz," "org," "net," "info," "us" and "ws."

    We continue to engage in the sales of custom plastic pallets. As
funds are available, we plan to introduce new mold designs, purchase new molds,
and add other molds. These enhancements are
expected to reduce costs and increase operating efficiency. Custom-size plastic
pallet sales have increased principally among exporters that previously used
wood pallets but are now switching to alternative materials due to wood
treatment requirements, which are specified in International Standard for
Phytosanitary Measures, or ISPM, Number 15.

    ISPMs are prepared by the Secretariat of the International Plant Protection
Convention, or IPPC, as part of the United Nations Food and Agriculture
Organization, or FAO, global program of policy and technical assistance in
plant quarantine.  The IPPC is an international treaty relating to plant health
to which approximately 124 governments currently adhere.  ISPM 15, which was
adopted in March 2002, describes measures to reduce the risk of introduction
and/or spread of pests associated with wood packaging material. ISPM 15
requires wood packaging, including wood pallets, made from raw wood to be heat
treated or fumigated in a specified manner.  Many nations, including the United
States, Canada, Mexico, New Zealand, Korea, China, and European Union
countries, have already imposed requirements adopting the ISPM 15 standard.

    We believe we have developed a breakthrough in the technology and
production of a non-slip custom plastic pallet and we further believe that we
are the first to bring such a product to the market. This pallet features a
unique surface technology designed to virtually eliminate sliding or shifting
during transport of goods placed on the pallet. These pallets are offered in
two popular sizes: 48" x 48" and 40" x 48".

Industry Overview

    Pallets are used in virtually all industries in which products are broadly
distributed, including, but not limited to, the automotive, chemical, consumer
products, grocery, produce and food production, paper and forest products,
retail, and steel and metals industries. Forklifts, pallet trucks and pallet
jacks are used to move loaded pallets, reducing the need for costly hand
loading and unloading at distribution centers and warehouses.

    The size of the pallet industry is difficult to gauge due to the large
number of small companies in the industry and the lack of standard information.
The Wood Pallet Association estimates that the United States wood pallet
industry is served by approximately 3,600 companies, most of which are small,
privately held firms that operate in only one location. The Newia Polytechnic
and State University Pallet and Container Research Laboratory has estimated that
approximately 500 million new pallets are manufactured in the U.S. each year, of
which wood pallets comprise over 90%.

    The pallet industry has experienced significant change and growth during
the past several years as businesses continue to attempt to improve the
logistical efficiency of their manufacturing and distribution systems. With the
progression of these systems, expedited product movement has become
increasingly important. We believe that the plastic pallet industry will grow
along with the overall pallet industry.

Our Solution

    We develop, produce, market and sell plastic pallets and other material-
handling products throughout the United States, Canada and South America. We
believe that we are strongly positioned in the marketplace because of the
following:

        o   our processing and manufacturing advantages over other plastic
            pallet producers;
        o   our products' advantages over wood pallets; and
        o   the long-term cost advantages of our pallets compared to both wood
            pallets and other plastic pallets.

Processing and Manufacturing Advantages

    We believe that we are capable of providing a lower-priced plastic pallet
than our competitors because:

<page>2

        o   we subcontract our manufacturing in rural areas where utility costs
            are lower;
        o   we subcontract pallets at a fixed cost;
        o   we specify that our molder use only recycled plastic resins, which
            are considerably less expensive than new resin;
        o   our designs feature lightweight construction, which translates into
            less cost per pallet  because of lower resin content;
        o   our blend of recycled resins and additives contributes to
            predictable and consistent quality of our pallets; and
        o   our state-of-the-art molding equipment improves cycle-time
            efficiency.

    We believe that our manufacturing process provides us with a competitive
advantage because it allows us to accept raw materials in a variety of forms.
Our ability to use raw materials from a variety of sources increases the
likelihood that an abundant supply of low-cost raw materials will continue to
exist. We believe that this makes our manufacturing process more cost-effective
because it enables our subcontract manufacturers to accept raw materials in a
variety of forms, including regrind, post-industrial scrap, post-consumer
plastic, post-institutional recyclable plastic, and off-grade new resin.
Quality control is also assured by an ongoing measurement of resin content,
confirming that each batch conforms to our resin specifications.

    We believe the conversion feature of our nestable pallet also reduces our
costs.  The conversion feature enables our nestable pallet to be easily
transformed into a rackable pallet by the addition of one component. The tops
and bottoms are approximately the same size and are locked into position with a
simple snap-lock appendage creating a rackable pallet. This convertibility
reduces mold costs and facilitates improved production time, thereby increasing
profit margins.

    Our pallets are based upon proprietary designs that enable molders to
accept and process most high-density plastic materials. A thermoplastic
additive, developed by independent scientists, enables the amalgamation of
chemically incompatible polymers. The additive acts as a catalyst to make
commingled dissimilar polymers compatible, which would normally have little or
no affinity for each other. The additive also reduces melt viscosity and acts
as a wetting agent for inorganic substances. The additive is purchased by our
contract manufacturers, which use the additive in molding the pallets. We have
no legal rights to the additive. Because additives with similar attributes to
the one used by our subcontract manufacturers are readily available, we believe
that we are not heavily dependent on this particular additive.

    Tests on the thermoplastic additive that we have performed under laboratory
conditions have indicated a marked improvement in bonding. The additives we use
enable polymers to be molded at lower processing temperatures and also serve as
a filler or extender to thermoplastics, thereby lowering the cost of the end
product. We also believe that the additive permits a significant reduction in
raw material and processing costs, while producing an end product that we
believe has superior strength and durability.

    We and our subcontract manufacturers keep abreast of developments in the
additive field and evaluate new additives to determine their effectiveness and
applicability to our manufacturing processes.

    We own six extrusion molds, which are used to manufacture components for
our custom-size plastic pallets. These extrusion molds include plastic runners,
deck-boards and rounds. Management, in conjunction with our consulting
engineers, has identified other markets and applications for these plastic
runners, deck-boards and rounds. While still in the development stage, numerous
non-pallet applications for plastic components appear to be a promising adjunct
to our plastic-parts business.

Product Advantages

    We believe that our plastic pallets offer the following advantages over
wood pallets:

        o   lighter weight;
        o   more can fit in a shipping container;
        o   more user friendly and less likely to cause injuries;
        o   more environmentally friendly; and
        o   more sanitary.

    Our nestable pallet is considerably lighter than a wood pallet of
comparable size. For example, our nestable 40" x 48" pallet weighs
approximately 22 pounds while a wood pallet of similar dimensions weighs
approximately 45 pounds. Because shipping costs are often calculated based on

<page>3

weight, shippers that use our plastic pallets immediately realize significant
freight and shipping savings.

    Because of the interlocking, nesting feature, more of our nestable pallets
can be shipped in a container or trailer. Wood pallets are typically stacked
one atop the other with no accommodations for nesting.

        Our plastic pallets are user friendly. In addition to being lightweight,
our plastic pallets are designed and molded to eliminate sharp edges, burrs and
other protuberances that make wood pallets difficult to handle and may result
in worker injuries. Some shippers require that two workmen handle a wood
pallet.  Splintering, gouging, or puncture wounds from nails or sharp edges are
eliminated by utilization of our plastic pallets.

    Additionally, our plastic pallets are environmentally friendly and we
contribute to the nation's recycling efforts. The use of plastic allows us to
recycle older pallets and save on disposal costs. Wood pallets deplete our
forests and present a serious disposal problem for many communities.

    Finally, our plastic pallets are more sanitary than wood pallets.  Wood
pallets have been identified as harboring vermin, bacteria and insects. For
this reason, many countries have passed regulations requiring the costly
treatment of certain wood pallets before they can be exported to these
countries.  Our pallets do not harbor pests and can be used for export to these
countries without extra treatment.  In addition, our pallets resist
contamination and can be easily cleaned. Our pallets are also scuff-resistant
and do not leech, absorb odors or lose color.

Long-Term Cost Advantages

    Sales of plastic pallets have not significantly penetrated the overall
pallet market due in large part to their cost. Heavy-duty plastic pallets
typically cost between $45.00 and $100.00, whereas new heavy-duty wood pallets
typically cost approximately $20.00 and less sturdy wood pallets typically cost
between $5.00 and $11.00. Based upon results of our surveys of plastic pallet
manufacturers' websites conducted in 2005, we believe that the prices of our
pallets, which range between $15.00 and $39.00, are significantly below the
industry average.

    With an average selling price of $15.00 or less per pallet, depending on
the quantity ordered, our nestable pallet competes directly with grade one wood
pallets and is considerably less expensive than most plastic pallets currently
being produced. This is also true for our rackable pallet. When evaluating
total pallet cost, our plastic pallet initially costs more than wood pallets
but can be used for many more trips. We believe that our pallet is ideal for
closed-loop shipping where a pallet is used for multiple trips before being
discarded. For example, we believe that a grade one wood pallet, which
typically costs about $10.00, is used in approximately seven trips before
disposal, repair or recycling is required. Heavy-duty plastic pallets, as
currently manufactured, have a useful life of approximately 75 trips.  Because
our plastic pallets have a useful life approximately ten times longer than
grade one wood pallets, our plastic pallets offer significantly lower cost per
use.

Our Strategy

    We have strived to develop expertise relating to plastic pallets and
material handling services. Our goal is to become one of the nation's leading
providers of plastic pallets.  Our business strategy to achieve this goal
includes the following elements:

        o   Develop strategic relationships. As our business grows, we intend
            to enter into additional arrangements with agents and distributors
            across the country to increase the market awareness of our
            products, while maintaining and building upon solid relationships
            with current and future suppliers, subcontract manufacturers and
            customers.

        o   Continue to outsource manufacturing while gradually establishing an
            internal manufacturing facility.  Our strategic decision to
            outsource the manufacturing of our pallets has assisted us in
            keeping start-up costs to a minimum while we developed our
            products. We plan to continue to outsource the production of our
            pallets until we are prepared to establish our own production
            facility.

        o   Continue to promote our products. In addition to establishing
            further relationships with agents and distributors, we intend to
            extend our marketing activities through direct mail programs, trade
            organizations, trade journals and website promotions, among other
<page>4

            activities. See "Business-Sales and Marketing."


        o   Emphasize marketing to closed-loop shippers. Due to the durability
            of our pallets, we are ideally situated to target the closed-loop
            shipping market. See "Business-Competition."

        o   Continue to develop new products to meet our customers' needs. We
            are currently working to introduce three new pallets to the market,
            as well as a non-slip pallet that we expect to largely reduce the
            drawback of slippage which can be associated with plastic pallets.
            In addition, we continue to look for ways to reduce costs
            sufficiently to produce a low-cost one way plastic pallet capable
            of competing with low-cost wood pallets in the one-way shipping
            market.

        o   Continue to target environmentally-conscious customers.  Because
            our plastic pallets are more environmentally-friendly than wood
            pallets, we intend to continue to target entities that are
            particularly conscious about protecting the environment, including
            many governmental agencies.

Competition

   We compete directly with domestic and, to some extent, foreign manufacturers
of wood and plastic pallets. We compete mainly on the basis of price per use
and, to a lesser degree, on the basis of the superior environmental and safety
advantages of our pallets. Despite the competitive advantages that we believe
we possess, the market for plastic and wood pallets and the market for
materials handling products and related services are both extremely
competitive.  There are also no substantial barriers to entry to these markets.

    We have identified approximately 25 United States-based companies that
currently produce some type of plastic pallet, and we expect that competition
will intensify in the future. The majority of these manufacturers are believed
to be selling to a limited market in direct response to special orders, which
we believe results in higher costs and prices. Two direct competitors producing
large-scale plastic pallets are Orbis, Inc. in Oconomowoc, Wisconsin, and
Buckhorn, Inc. in Milford, Ohio.

    We believe that our ability to compete successfully depends on a number of
factors, including the availability of capital, the quality of our supplier
services, governmental regulations, our ability to eventually acquire other
plastic and/or pallet-producing companies, the pricing policies of our
competitors and suppliers, our ability to establish co-marketing relationships
and general economic trends.

    One of the major competitive obstacles we face is the predominance of wood
pallet use. Most shippers that use low-cost pallets for one-way shipping are
primarily concerned with initial pallet cost. The initial cost of a low-cost
wood pallet is typically far less than the initial cost for a plastic pallet.
Thus, we cannot currently compete effectively in the one-way market segment.
However, we believe that we compete successfully in the market for closed-loop
shippers who use higher-quality grade one wood pallets. A "closed-loop" is a
shipping and warehousing environment where pallets are shipped from a central
warehouse or distribution center to outlets and returned to the same central
warehouse for re-use rather than disposal. Because closed-loop shippers can use
pallets many times, their primary concern is the cost per use for pallets.
Because plastic pallets have a useful life of approximately 10 times that of
grade one wood pallets, the cost per use of plastic pallets is often lower than
the cost per use of wood pallets.  The cost per use for plastic pallets is
further reduced by recycling.  Damaged pallets that are to be returned to us are
stock piled in a central warehouse and eventually picked up by us to be
recycled.

        The closed-loop distributor receives recycle credits on future orders
for damaged pallets returned to us. Because of the competitive advantage of
plastic pallets when a shipper's primary concern is cost per use, we intend to
continue to focus our marketing efforts on closed-loop distributors that benefit
most from long pallet life.

    We believe that we can capture a significant market share of the low-cost
wood pallet market if and when we are able to produce a pallet directly
competitive with inexpensive wood pallets.  We believe this can be achieved as
we develop and process less expensive recycled resins and composites. We are
currently engaged in a study that utilizes otherwise unusable waste material
and we are testing this material to determine if it will be a viable substitute
for high density polyethylene or polypropylene. If this is the case, we believe
that we may be able to reduce raw material costs, which typically account for

<page>5

60% to 70% of a pallet's cost, and offer a plastic pallet competitive with low-
cost new and used wood pallets. We are continuing our research and development
in this area and hope to have developed solutions by the end of 2007.

    Another obstacle that we must overcome is the long-term relationships that
existing wood pallet manufacturers have developed with their customers. These
relationships will require us to focus on marketing RPM Technologies as a long-
term supplier of materials handling products and a reliable source for pallet
requirements.

Our Products and Services

    Pallets come in a wide range of shapes and sizes, depending on their
purpose and use. However, the grocery industry, which we believe accounts for
approximately one-third of the demand for new pallets, uses a standard 40" x
48" pallet. This has essentially become the standard pallet size in most
industries in the United States.

    Block edge, rackable pallets are heavy-duty pallets with nine blocks
between the pallet decks that allow true four-way entry by forklifts, pallet
trucks, and pallet jacks. These types of pallets are often used to transport
goods from manufacturers to distribution centers where they are racked.
Nestable pallets are easily converted into rackable pallets through the
addition of an easily added single component. So-called "feet" are added to
nestable pallets to create rackable pallets that can be easily stacked.
Nestable pallets are often used to transport goods between distribution centers
and retail stores.

    We currently offer the following types of pallets for sale to markets
throughout North America:

        o   HEAVY DUTY NESTABLE PALLET.  This pallet measures 40" x 48," has a
            static load capacity of 10,000 pounds and a dynamic load capacity
            of 2,400 pounds. One-piece construction maximizes durability and
            ease of use with true four-way forklift and pallet jack entry. This
            plastic pallet is nestable at a 2:1 ratio.

        o   PLASTIC UTILITY PALLET.  This all-purpose pallet measures 40" x
            48," has a static load capacity of 15,000 pounds and a dynamic load
            capacity of 2,500 pounds.

        o   RACKABLE PALLET.  This pallet measures 40" x 48," has a static load
            capacity of 15,000 pounds and a dynamic load capacity of 3,000
            pounds.

    We have the capability of producing, through our subcontract manufacturers,
other high-grade, low-cost plastic pallets in most common pallet sizes and
configurations, including both rackable and nestable pallets. Our recycled
plastic pallets can be made to specification, including color variations and
logo inscription. These modifications typically result in approximately a 10%
surcharge. Special standard features can include a non-slip surface and bottom
texture to reduce pallet sliding and shifting loads.  An interlocking, nesting
feature saves space and facilitates easier shipping and storage. Strategically
placed drainage holes enable easy cleaning. Our pallets do not have certain
undesirable characteristics such as susceptibility to leeching, color-transfer
and odor retention.

    We also manufacture custom-size pallets made of plastic stringers and deck
boards. These pallets can be made in sizes of up to 90" in length and width.
Components for our custom-size plastic pallets are produced from extrusion and
compression molds. We acquired ten extrusion molds to produce this custom line.

    We believe that we will continue to benefit from the adoption by many
countries of ISPM 15, an international standard imposed upon exporters to such
countries using soft-wood packaging materials. ISPM 15 requires wood packaging,
including wood pallets, made from raw wood to be heat treated or fumigated to
reduce the risk of introduction and/or spread of pests. These requirements
increase the cost and reduce the desirability of using wood pallets for export
to countries that have adopted ISPM 15 or similar regulations.  Since March
2002, when ISPM 15 was finalized, approximately 120 countries have adopted it
or similar regulations, including the United States, Canada, Mexico, New
Zealand, Korea, China, and all of the European Union nations.

    Management continues to research and explore the possibilities of producing
very inexpensive plastic pallets that would compete directly with low-cost wood
pallets. One-way wood pallets, which typically sell for $5.00 to $7.00,
constitute a market estimated by management at $6 billion in annual sales in
the United States alone. Management believes that a 40" x 48" plastic pallet,
which could be sold for a near equal amount would capitalize on the ongoing
movement from wood to plastic.

<page>6

Operations

    We do not currently own or operate any manufacturing facilities.
Manufacturing and assembly of our pallets is currently being handled by Polytec
Manufacturing, Inc., or Polytec, located in Wheaton, Minnesota. Polytec has a
large-scale production facility with the appropriate presses and equipment to
produce our pallets. We own the pallet molds and specify the resin used in
production.

    Our contractual relationship with Polytec is, we believe, customary in the
plastic molding industry and enables us to utilize other subcontract
manufacturers at any time. Contacts with manufacturers throughout the United
States also allow us greater flexibility in providing delivery and shipping
savings to potential clients located in diverse areas. Polytec and others
from whom we have received quotes have agreed to manufacture our pallets at a
fixed price per pallet. Polytec has provided firm quotes to manufacture our
pallets, but we do not have a formal binding contracts, which we believe is
normal and customary in the molding industry.

    Subcontract manufacturing has significantly reduced our start-up costs.
However, a disadvantage of subcontract manufacturing is that we do not have
complete control over the manufacturing process or the manufacturing facility.
Our inability to oversee unique client demands could compromise our
manufacturing. In the event that we face these problems, we intend to resolve
them by providing our existing molds to other subcontract manufacturers to serve
our manufacturing needs. We believe there are other subcontract manufacturers
that are ready, willing and able to replace our existing subcontract
manufacturers should the
need arise.

    Polytec orders raw materials that we specify as appropriate for
molding our products. There is currently no shortage of recyclable material and
no shortage is anticipated. Major recyclers, large hospital companies, local
governments, major manufacturers and other public and private organizations have
expressed interest in providing raw materials to us. The volume of plastics
these organizations generate far exceeds our current requirements. These
materials are purchased at rates ranging from $0.05 to $0.32 per pound. In some
cases, these materials are obtained at no charge, with costs limited to
transportation and processing.

Proprietary Technology

    Our manufacturing and plastic pallet processing systems and our development
efforts involve confidential operating systems and procedures, which we
consider proprietary information owned by us.  This proprietary information is
not considered by us to be capable of patent protection.

    We believe that we have intellectual property rights in our pallet
processing system, although we have no verification of these rights, and we
cannot give any assurances that we can withstand or defend against any
infringement of these rights. These rights are protected by non-disclosure and
non-competition agreements, which have been executed by our sales agents,
distributors and employees. The material terms of these agreements prohibit
divulging marketing strategies, names of prospects and customers or
manufacturing or operational techniques or procedures to any third-party
without our written consent.

    Our pallets are based upon proprietary designs that enable molders to
accept and process most high-density plastic materials. A thermoplastic
additive, developed by independent scientists, enables the amalgamation of
chemically incompatible polymers. The additive acts as a catalyst to make
commingled dissimilar polymers compatible, which would normally have little or
no affinity for each other. The additive also reduces melt viscosity and acts
as a wetting agent for inorganic substances. The additive is purchased by our
contract manufacturers, which use the additive in molding the pallets. We have
no legal rights to the additive. Because additives with similar attributes to
the one used by our contract manufacturer are readily available, we believe
that we are not heavily dependent on this particular additive.

    Tests on the thermoplastic additive that we have performed under laboratory
conditions have indicated a marked improvement in bonding. The additives we use
enable polymers to be molded at lower processing temperatures and also serve as
a filler or extender to thermoplastics, thereby lowering the cost of the end
product. We also believe that the additive permits a significant reduction in
raw material and processing costs, while producing an end product that we
believe has superior strength and durability.

    We and our subcontract manufacturers keep abreast of developments in the
additive field and evaluate new additives to determine their effectiveness and
applicability to our manufacturing processes.

<page>7

Sales and Marketing

    Our sales and marketing activities primarily involve promoting our products
and services through our multiple websites. We promote our websites through a
variety of techniques, including the purchase of preferred positions on
searched pages from providers such as Google, MSN, Overture and others.  We
manage and optimize our key words on our websites to promote an optimal level
of contact activity and lead volume, which is directly proportional to the
preferred position placements that we are either able to buy or acquire through
manipulation. We believe that having multiple websites, all linking directly or
indirectly to one another, creates an internet marketing environment conducive
to volume inquiries.  We plan to promote our websites in vertical print media
to be directed to shippers and warehouse management in a variety of industries.

    In addition, we have appointed a number of sales agents and distributors
that present our products to a wide variety of shippers throughout most of the
United States. All of our sales agents are independent contractors that sell
our products on a commission basis, which reduces overhead. We also have
agreements with distributors in the Chicago area, Florida and Michigan. Our
distributors are intermediaries that resell our products to their customers,
also on a commission basis.

    All of our sales agents and distributors are independent contractors who
have signed our standard independent contractor's agreement. They bear all
expenses, unless otherwise agreed and are paid commissions that range from 5%
to 10% of gross sales. The term of our agreements with our independent
contractors is normally five years. We can cancel the agreement at any time for
non-performance with no obligation of any kind other than paying commissions on
sales made prior to the cancellation of the agreement.

    All sales agents and distributors are expected to adhere to our selling and
pricing strategies, including maintaining the confidentiality of our price
list, which provides pricing for various classes of buyers. In the future, we
may provide each distributor with a protected territory and refer all queries
from prospects within a territory to the appropriate distributor.

Recycle Program

    We have established a recycle program in an effort to increase sales.
Under this program, we grant credit to customers who return unusable or damaged
pallets. When we deliver new pallets to a client in truckload quantities, we
agree to accept and dispose of the customer's unusable plastic pallets,
irrespective of the condition of such pallets.  Because an unusable plastic
pallet possesses valuable resin content, plastic pallets can be recycled by
regrinding and remolding. To determine the amount of credit provided to a
customer, we estimate the current market price for un-ground plastic parts and
deduct the freight charges to ship it to a grinder.  We then credit the
customer with a portion of the balance, which is valid on the customer's next
order.

Trial Order Program

    To generate new sales, we permit potential new customers to participate in
our trial order program. This program is offered to large pallet users who want
to try our pallets in actual warehouse conditions before committing to a larger
purchase. Under the program, we conditionally sell the prospective customer a
small number of pallets at the truckload price. The prospective customer pays
for the trial order only if the customer orders additional pallets. If the
prospective customer decides against ordering additional pallets, there is no
charge for the initial order and we retrieve the sample pallets.

Plastic Roofing Products

        We have expanded our operations to sell and produce plastic roofing
tiles. We entered into Joint Venture and Manufacturing Agreement for the
exclusive manufacture of our roofing tiles with RPM Roofing, a compression
molding company in Terre Haute, Indiana. Our joint venture partner, RPM Roofing,
purchased a building, all the equipment and provided the start up money
necessary to provide us with an exclusive state of the art manufacturer of our
roofing tiles (over $5.0 million has been invested to date). We contributed
approximately an additional $1.0 million towards the Joint Venture which
guaranteed us the exclusive manufacturing rights from RPM Roofing. RPM Roofing
has the capacity to produce up to 7,200 squares per month with their current
equipment but has enough plant capacity for 5 times that amount of production.
We agreed that we would order a certain number of squares each month increasing
to higher average levels over the next three and one-half years beginning in
June 2008 through January 2011. Our price is guaranteed no matter the average

<page>8

squares ordered per month based upon an agreed upon formula to be calculated at
cost plus 18%. Cost as used in the Joint Venture and Manufacturing Agreement
includes (a) raw materials; (b) operating expenses, including:  (1) payroll, (2)
health insurance; (3) worker's compensation; (4) taxes; (5) telephone, (6) gas;
(7) electricity, (8) maintenance and (9) miscellaneous supplies and (c) fixed
overhead expenses, including (1) building/equipment/taxes, (2) property and
equipment insurance and (3) liability insurance. Additionally, if the minimum
average monthly quantities are achieved then we are to receive an additional 10%
discount off of the price per square.

        We have had a number of delays caused in great deal due to a number of
problems with the inventor of the original roofing design, blends and means of
production. In June 2006 we entered into an Exclusive License Agreement
providing that we would be allowed to manufacture and sell roofing tiles using
blends created by its inventor in exchange for $500,000 and a royalty of $10 per
square. Additionally, we were entitled to sub-license to other manufacturers to
make the roofing tiles and pay us a royalty.  As part of that license the
inventor was to provide up to date third-party testing results of his roofing
blends so that the roofing tiles could be sold immediately into the market
place.  Such testing is necessary to show that the roofing material meets
certain industry specifications. Prior to the release of any license fees
however, we discovered that the testing results had expired and were not kept up
to date. Thus, a new set of full tests had to be performed. The lack of testing
made the ability to further manufacture and sell roofing tiles problematic, even
though there was a backlog of orders waiting to be filled. We could not fill
these orders until a full set of testing was performed in order to assure that
our roofing tiles would perform as expected.

        RPM Roofing, upon discovery of the lack of up to date testing results
took the opportunity to develop a new blend which would be a simpler roofing
tile blend, coupled with a more advanced mixing and manufacturing process. RPM
Roofing developed, through and with the assistance of a number plastic (polymer)
engineers, a new blend, which is a simpler roofing tile blend. RPM Roofing has
only one blend for our three roofing tile designs and now only had to test three
roofing tile designs at a manageable cost of $250,000 (in contrast to the 29
different blends for 4 different kinds of tiles originally proposed). The new
blend has now been tested and passed almost all of the third- party testing
required for various certifications.  The remaining tests are expected to be
completed within the first half of 2008. Specifically, the blend has completed
and passed a majority of third- party product testing with the following results
(or awaiting results) thereof:

Fire Resistance Tests
Passed
Testing Lab: Southwest Research Institute - San Antonio, Texas
ASTM E108   - Surface Burning Characteristics
ASTM D1929  - Ignition Temperatures

Impact Resistance/Penetration/Temperature Cycling Testing
Passed
Testing Lab: Southwest Research Institute - San Antonio, Texas
 AC07     -  Impact Test 200 lbs load test.

150 MPH Wind Driven Rain Test
Passed
Testing Lab: PRI Construction Materials Technologies - Tampa, FL.
 Wind Driven Rain - TAS 100

Accelerated Weathering
In Process (approximately 1-2 months remaining)
Testing Lab: PRI Construction Materials Technologies - Tampa, FL.
 Accelerated Weathering - ASTM G26 and D638 - In Process
(4500 hours)

Wind Resistance
Passed  (Test Report In Process)
Testing Lab: Hurricane Testing Labs - Riviera Beach, FL.
 Uplift Resistance - TAS 125

Plant Quality Control Protocols and Manual
Passed
Southwest Research Institute - San Antonio, Texas

<page>9

        The new roofing blend uses very common recycled raw materials that are
readily available in the market place in plentiful amounts and from numerous
different sources. Costs have been reduced for raw material, all previously
dangerous powder raw materials have been eliminated and press cycle times have
been reduced which has doubled the production lines' current capacity without
adding any new presses or additional equipment.

        RD Associates, Ltd., or RD, is the inventor group that developed the new
roofing technology to the new roofing blend, designs, and production upgrades.
RD has granted us an exclusive license for all the rights in the new roofing
technology, including the right to sublicense, as a substitute for the license
agreement previously entered with the old inventor, for his now much inferior
roofing tile technology, for $349,000, thus we saved $151,000 on the license fee
itself. RD's royalty is $2.00 per square, which is a savings of 80% from the
original $10 per square demanded by the old inventor.

        Starting in January 2008, although delayed by at least 6 months, our
joint venture began the full manufacturing, marketing, sales and delivery of
plastic roofing tiles. In summary, we accomplished the following during the 2007
and first quarter of 2008:

        1.      Developed a new and improved roofing tile blend;

        2.      The new blend is much simpler and uses commonly available raw
                materials;

        3.      The roofing tile designs are stronger and weigh less;

        4.      Manufacturing capacity has increased 100% (doubled) by use of
                the new blend:

        5.      Third-party agency testing is 80% completed with passing results
                in all testing to date; remaining testing to be completed in
                the first half of 2008;

        6.      Florida Building Code Approval pending;

        7.      Member Green Building Council;

        8.      In approval process with Dade County;

        9.      In approval process with ICC;

        10.     100% recycled materials used in roofing products;

        11.     Cost of raw material has decreased by 10% or $0.04 per pound;

        12.     Our total cost per square has been reduced by $40 per square, or
                35%, due to the new blend.


        We now have sales representatives covering the east coast from New
Jersey down to and including Florida. Midwest sales representatives for Iowa,
Illinois, Missouri, Minnesota, and Wisconsin, and a west coast representatives
for the Pacific Northwest, and Arizona and Nevada.

        Additionally, we have a website that is generating interest and with the
testing nearly completed it is expected to produce excellent results there as
well. We have 5,000 brochures going out to our various distributors who have
been previously provided samples during the past 90 days. We have sent out
approximately 250 product sample boards of our entire product line to various
distributors and architects around the country.

        The gross sales of our roofing tiles for 2007 were only $189,000 due the
need for all new third-party testing and development of a new and simpler
roofing tile formula. Our joint venture partner, RPM Roofing, has invested over
$1 million into this project, over the past six months, in addition to the $4.0
million invested in the manufacturing equipment and the building. Thus, RPM
Roofing has a high stake in the continued development and success of the
project.

        On the research and development side of the roofing business, we are
testing and preparing to introduce a new low cost roofing alternative produced
from recycled plastic that will be competitively priced for the first time with
asphalt shingles, the highest selling roofing material in the country. We
believe that this would be the first time that a composite plastic (recycled or
otherwise) roofing product would be competitive with asphalt roofing shingles.
We also intend to continue to improve our current roofing tile products by
making them lighter and also intend to introduce a heavy rock slate shingle much
like our current slate tile roof but with a thicker looking appearance, which is
very popular in the Midwest and Northeast sections of the country.

        We believe that our plastic roofing products are a viable alternative to
more expensive traditional roofing products. Our plastic roofing products are
priced lower than wood shake, slate and clay tiles. Our plastic roofing products
are priced competitively with other alternative roofing materials. We believe
that our plastic roofing tiles are considerably more durable than wood, slate or
barrel tiles made from traditional materials. Our plastic roofing tiles have a
life expectancy of approximately 50 years, whereas natural tiles have a life
expectancy of approximately 20 years.

<page>10

    We are offering a variety of roofing profiles and colors, including
customization options, to satisfy diverse requests. We plan to initially offer
simulated slate in six colors, simulated cedar slate in four colors, simulated
Spanish tile in three colors and simulated flat cement thatch in five colors.

    We believe that traditional roofing products are generally either
attractive or safe, but not both. We believe that our roofing products combine
these two desirable characteristics and we aim to position our products with
distributors and suppliers, contractors and builders, architects, and end-
consumers as high-quality, durable, environmentally-friendly products that add
beauty and safety to virtually any structure at a competitive price.

    Industry Demand

    We believe that the demand for plastic roofing materials is increasing
faster than the demand for traditional roofing materials. A greater than 50%
increase in demand for plastic roofing products is expected by 2010, whereas
<page>10

the entire roofing industry is expected to increase by 20% during the same
period. We believe that the demand for plastic roofing products is currently,
and will continue to be, bolstered in part by the continued emphasis on the use
of recycled materials. The EPA has raised recycling goals and has focused on
the construction industry. The EPA's target states with the largest recycling
rates include California, New York, Minnesota, Florida and Texas.

    Our Plastic Roofing Products

    We employ a proprietary substrate that can be molded into three
primary roofing products: simulated slate, simulated cedar shake, barrel tile
and flat tile. All of our plastic roofing tile products will be
manufactured from recycled plastic material in a process that creates products
that we believe are superior to all presently-employed roofing products. We
believe that these products are superior for the following reasons:

    o    extreme fire and flame resistance;
    o    superior impact resistance;
    o    high durability;
    o    absolute water resistance;
    o    aesthetic beauty based upon castings of hand selected virgin products;
    o    ease of installation;
    o    light-weight, negating extra structural engineering costs;
    o    qualify for discounts from major insurance companies; and
    o    heat reduction through reflection of up to 75% of the sun's heat,
         which in turn reduces the need for expensive extra insulation in
         certain climates and reduces other costs.

    No additional structural engineering is necessary for the installation of
our plastic roofing tiles and we believe that our roofing materials will not
only reduce costs for homeowners but also for contractors as a result of the
reduced cost of labor and materials.

    We offer a variety of roofing profiles and colors, including the
following:

    SIMULATED SLATE. Our simulated slate tiles are cast from natural slate and
are available in black, charcoal, gray, brown, red and green
colors.  Our simulated slate tiles are 12 x 18 inches and weigh approximately
2.0 lbs. per tile. We believe that our simulated slate tiles are beautiful and
cannot be differentiated from genuine slate tiles except upon close
examination.

    SIMULATED CEDAR SHAKE. Our simulated cedar shake tiles are cast from
multiple patterns of genuine cedar shake and are available in pewter, charcoal,
brown and weathered gray colors. We believe that we have obtained the natural
beauty of real wood with these tiles. The length of this tile is 24 inches and
our simulated cedar shake tiles are expected to be available in 5-, 7- and 12-
inch widths weighing approximately 1.5, 1.8 and 2.2 lbs. per tile, respectively.

<page>11

    SIMULATED SPANISH TILE.  Our simulated Spanish tiles provide Mediterranean
styling with all the beauty and durability of genuine clay tiles, but with
greater ease of installation, and are available in terra cotta, brown and black
colors. Our simulated Spanish tiles are 16.5 x 13 inches and weigh approximately
2.2 lbs. per tile.

    Each of our simulated tile products are tested to produce a Class A and/or C
fire rating. In addition, each of our simulated tile products are tested to
produce a Class 3 and 4 impact rating, except for our simulated Spanish tile
product, which we plan to have tested to produce a Class 3 impact rating. We
expect that the durability and fire-resistance ratings of our simulated tile
products may reduce insurance premiums for the owners of homes and buildings
that utilize these products.

 Environmental Considerations

    We believe that environmental considerations will favorably influence our
ability to succeed. We estimate that the recycling business is a $240 billion
industry. The EPA continues to raise recycling goals each year and we expect
that even higher goals will be set in the future.  In order to achieve its
goals, the EPA is emphasizing the use of recycled materials employed in the
construction of private and public structures.

    Many states, such as California, are restricting or limiting the use of
wood roofing tiles due to susceptibility to fire and their contribution to the
depletion of natural resources. Recycled plastic roofing tiles can be used in
lieu of wood products and are less susceptible to fire.

    Sales and Marketing

    We intend to market our plastic roofing products to the following four
distinct groups:

    DISTRIBUTORS AND SUPPLIERS. We believe that distributors and suppliers are
an excellent resource to display and feature our plastic roofing products. We
believe that distributors and suppliers have key connections within the
construction industry and that they can provide numerous sales opportunities
for our products. We have already contacted two major distributors in Florida
and both have indicated an interest in buying our products when and if they are
readied for large-scale production and use.

    CONTRACTORS AND BUILDERS. Contractors and builders have the power to exert
influence over their clients regarding the type of roof to be chosen. We expect
to focus on contractors and builders in the geographic areas where we expect to
initially market our products: the South, the West and in Florida. By exposing
our products to contractors and builders and increasing demand for our products
within this group, we expect to also increase demand for our products with
distributors and suppliers.

    ARCHITECTS. We believe that architects represent an excellent potential
sales resource. Architects are often able to designate materials used in their
structures and, in addition to the core benefits of our plastic roofing
products, we hope to interest architects in unusual and modern roofs for
commercial and professional buildings. We believe that architects can be
marketed to through advertisements in trade-related publications. In marketing
to architects, we would expect to direct advertisements and information to the
various geographical areas where our sales activity is heaviest or where we are
focusing our marketing efforts.

    END CONSUMERS. Establishing long-term relationships with homeowners is an
important goal. Most modern residential roofs need replacement within a 20-
year period. Targeting homeowners and building owners is important for our
future as many homeowners and building owners will be in a position to utilize
our products in the future.

    We have initiated direct mail campaigns, print advertising, website
communications and memberships in appropriate industry and other related
associations such as the Western States Roofing Contractor's Association, the
Florida Roofing and Sheet Metal Contractors Association, the National Roofing
Contractors Association and others. We anticipate that our print advertising
programs will include a product sample affixed to a printed advertisement. We
also anticipate that our direct mail campaigns will target select groups, such
as distributors and suppliers, contractors and builders, architects and end
consumers in an area-by-area launch program. We plan to have the mailing
program contain an informational packet, product samples, price lists and
advertising reprints of magazines or other advertising that we have circulated.
We estimate that we will commence these campaigns within several months
following insurance approvals and certification of our plastic roofing products
from the International Council of Building Officials.

<page>12

    We intend to advertise in select industry magazines such as Builder
Magazine, Roofing Contractor Magazine, Roofing/Siding/Insulation Magazine,
Environmental Design + Construction Magazine and Architectural West. We expect
that the focus of our advertisements will be the advantages our products offer
over traditional roofing products and our competitors' alternative roofing
products.

    We have a website that is distinct from our existing plastic pallet
websites. We include detailed descriptions and features of our line of
alternative roofing products, the methods for ordering them and pricing
information. We also expect to include methods for obtaining samples of these
products and actual photos of roofs of homes and buildings that employ our
products.

Competition

    There are a number of companies selling alternative roofing products. For
example, we believe that CoStar Group, Inc. offers only slate and cedar slate
alternative roofing products while Royal Building Products, Crowe Building
Products, Amcraft Building Products and US Century offer only slate alternative
roofing products. As noted above, we plan to initially offer simulated slate in
six colors, simulated cedar slate in four colors, simulated Spanish tile in
three colors, and simulated flat cement thatch in five colors. We believe that
our offering of plastic roofing products will provide much-needed variety to the
alternative roofing products market.

    We expect to be able to use only recycled materials to manufacture our
roofing products. We believe that, although our direct competitors in this
segment use some recycled materials, they frequently use virgin plastic which we
believe results in higher prices without any discernable benefit.

Employees

    We currently have two full-time employees. These employees are experienced
in materials handling and plastic pallet operations, and they are involved in
executive, corporate administration, operations and sales and marketing
functions. We also utilize the services of outside consultants and experts on
many of our projects to help reduce costs. Additional staffing will occur on an
as-needed basis, dictated by the sales volume we achieve.

ITEM 2. DESCRIPTION OF PROPERTY.

    Our corporate offices are located at 9981 West 190th St., Suite C, Mokena,
Illinois 60448, where we rent 2,300 square feet of space at $2,500 per month. We
have leased this space for a term of three years. Randy Zych, our Chairman and
Chief Executive Officer, and Charles Foerg, our President maintain separate
personal offices out of which they also operate our business. No formal lease
agreement exists for the use of these offices. During 2007 and 2006, we paid
these officers an aggregate approximately $45,018 and $75,014, respectively, for
the use of these offices and for the reimbursement of expenses paid personally
by these officers on our behalf. We believe that our facilities are adequate for
our needs for the near future.

ITEM 3. LEGAL PROCEEDINGS.

    We are subject to legal proceedings, claims and litigation arising in the
ordinary course of business. While the amounts claimed may be substantial, the
ultimate liability cannot presently be determined because of considerable
uncertainties that exist. Therefore, it is possible that the outcome of those
legal proceedings, claims and litigation could adversely affect our quarterly or
annual operating results or cash flows when resolved in a future period.
However, based on facts currently available, management believes such matters
will not adversely affect our financial position, results of operations or cash
flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    No matters were submitted to a vote of our security holders during the
quarter ended December 31, 2007.

<page>13

                                  PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
        BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

    Our common stock trades on the OTC Bulletin Board under the symbol "RPMM."
The table below shows, for each fiscal quarter indicated, the high and low
closing bid prices of our common stock. This information has been obtained from
the Pink Sheets LLC, a research service company that compiles quote information
reported on the National Association of Securities Dealers composite feed or
other qualified interdealer quotation medium. The prices shown reflect inter-
dealer prices, without retail mark-up, mark-down or commissions, and may not
represent actual transactions.

                                                              High       Low
                                                             --------  --------
Year Ended December 31, 2006:
  First Quarter..........................................      $0.18      $0.08
  Second Quarter.........................................       0.18       0.08
  Third Quarter..........................................       0.25       0.06
  Fourth Quarter.........................................       0.08       0.04

Year Ended December 31, 2007
  First Quarter..........................................      $0.12      $0.05
  Second Quarter.........................................       0.20       0.07
  Third Quarter .........................................       0.17       0.07
  Fourth Quarter.........................................       0.15       0.08

    As of April 10, 2008 we had 54,674,381 shares of common stock
outstanding and held of record by approximately 600 shareholders. Within the
holders of record of our common stock are depositories such as Cede & Co. that
hold shares of stock for brokerage firms which, in turn, hold shares of stock
for beneficial owners. On April 10, 2008, the last reported price of our
common stock on the OTC Bulletin Board was $0.05 per share.

    We have never paid cash dividends on our common stock and do not intend
to pay cash dividends on our common stock in the foreseeable future. We are
restricted from paying dividends on our common stock under state law and under
the terms of our outstanding term note. We currently anticipate that we will
retain any earnings for use in the continued development of our business.

Recent Sales of Unregistered Securities

    In October 2007, we issued 1,650,000 shares of common stock to a
consultant for $90,000 in services rendered and recorded an additional $22,200
in services expenses for the fair value of the shares issued.

    In November 2007, we issued 500,000 shares of common stock to a consultant
for $50,000 in services rendered.

    In December 2007 we issued 445,961 shares of common stock to an accredited
investor upon a cashless exercise of a warrant, net of 4,460 shares of common
stock deemed tendered back to us upon the cashless exercise.

    In December 2007, we issued 2,000,000 shares of common stock to a
consultant for $60,000 in services rendered and recorded an additional $110,000
in services expenses for the fair value of the shares issued.

    Exemption from the registration provisions of the Securities Act of 1933
for the transactions described above is claimed under Section 4(2) of the
Securities Act of 1933, among others, on the basis that such transactions did
not involve any public offering and the purchasers were sophisticated with
access to the kind of information registration would provide.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

    The following discussion and analysis should be read in conjunction with
our financial statements and notes to financial statements and the information
included under the caption "Risk Factors" included elsewhere in this report.
Except for historical information, the following discussion contains forward-
looking statements that involve risks and uncertainties, such as statements of
our plans, objectives, expectations and intentions and our current beliefs
regarding revenues we might earn if we are successful in implementing our
business strategies. See "Special Note Regarding Forward-Looking Statements"
for further information regarding forward-looking statements. Our actual above
results may differ materially from the results discussed in the forward-looking
statements as a result of a number of factors, many of which are beyond our
control, including those factors discussed under "Risk Factors" and other
headings in this report, which could, among other things, cause the price of
our common stock to fluctuate substantially.

<page>15

Overview

    We are engaged in the business of developing, producing through subcontract
manufacturers, marketing and selling plastic pallets and other material-
handling products throughout the United States, Canada and South America. We
subcontract the manufacture of our plastic pallets to large injection, extrusion
and compression molders on a competitive bid basis. These manufacturers are also
selected on the basis of their equipment and manufacturing capabilities. We
supply them with the molds and resins that we have developed for specific
product applications.

    We have established a formal corporate headquarters. We do not presently
have the proceeds sufficient for us to purchase enough molding equipment and
presses to fully enable us to produce our plastic pallets internally. Therefore
we will to continue to outsource the grinding of our post-industrial and post-
consumer plastic products used in the production of our plastic pallets the
manufacturing of our pallets until we raise additional capital enabling us to
purchase extra molds and presses.

    Our main method of selling our plastic pallets and other material handling
products is currently through our websites. Our websites include:
www.rpmplasticpallets.com, www.rpmtechnologiesinc.com, www.pallet- container-
quotes.com, www.shelving-quotes.com, www.locker-quotes.com, www.pallet-rack-
stack-racks.com, www.plastic-pallets-usa.biz, www.plastic- pallets.com,
www.plastic-pallets.org, www.plastic-pallets-usa.info and www.plastic-pallets-
usa.ws. In the future, we may add new variations of the suffixes, "usa," "us,"
"com," "biz," "org," "net," "info," "us" and "ws."

    We promote our websites through a variety of techniques, including the
purchase of preferred positions on searched pages from providers such as Google,
MSN, Overture and others.  We manage and optimize our key words on our websites
to promote an optimal level of contact activity and lead volume, which is
directly proportional to the preferred position placements that we are either
able to buy or acquire through manipulation. We believe that having multiple
websites, all linking directly or indirectly to one another, creates an internet
marketing environment conducive to volume inquiries.  We plan to promote our
websites in vertical print media, which will be directed to shippers and
warehouse management in a variety of industries.

    We also sell our plastic pallets and other material handling products
through sales agents and distributors. We currently have contractual
relationships with five agents and/or distributors based primarily in the
Midwest and Southeast regions of the United States and we intend to develop
further relationships with agents and distributors in other locations as our
business grows.

Expansion - Plastic Roofing Products

    We have expanded our operations to produce plastic roofing tiles and
subcontract manufacture these tiles from a compression molding company. We
believe that our plastic roofing products will be a viable alternative to more
expensive traditional roofing products. We expect our plastic roofing products
to be priced lower than wood shake, slate and clay tiles and we expect to price
our plastic roofing products competitively with other alternative roofing
materials. We believe that our plastic roofing tiles are considerably more
durable than wood, slate or barrel tiles made from traditional materials. Our
plastic roofing tiles have a life expectancy of approximately 50 years, whereas
natural tiles have a life expectancy of approximately 20 years.

    We are offering a variety of roofing profiles and colors, including
customization options, to satisfy diverse requests. We plan to initially offer
simulated slate in six colors, simulated cedar slate in four colors, simulated
Spanish tile in three colors and simulated flat cement thatch in five colors.

    We believe that traditional roofing products are generally either
attractive or safe, but not both. We believe that our roofing products combine
these two desirable characteristics and we aim to position our products with
distributors and suppliers, contractors and builders, architects, and end-
consumers as high-quality, durable, environmentally-friendly products that add
beauty and safety to virtually any structure at a competitive price.

Operating Performance and Financial Condition

    We focus on numerous factors in evaluating our operating performance and
our financial condition. In particular, in evaluating our operating performance,
we focus primarily on revenues, net product margins, as well as operating
expenses and net income.

<page>16

    REVENUE.  Revenue is a key indicator of our operating performance. We
closely monitor overall revenues, as well as revenues from specific customers,
and seek to increase revenues by expanding sales to new customers and
expanding sales to existing customers both by increasing sales of existing
products and introducing new products. As revenues increase or decrease from
period to period, it is critical for management to understand and react to the
various causes of these fluctuations, such as successes or failures of
particular products, product pricing, customer decisions, seasonality and other
causes. Where possible, management attempts to anticipate potential changes in
sales revenues and seeks to prevent adverse changes and stimulate positive
changes by addressing the expected causes of adverse and positive changes.

    PROFIT MARGINS.  Profit margins, from pallet-to-pallet and across all of
our pallets as a whole, is an important measurement of our operating
performance. We monitor margins on a pallet-by-pallet basis to ascertain whether
particular pallets are profitable or should be phased out as unprofitable
pallets. In evaluating particular levels of pallet margins on a pallet-by-pallet
basis, we seek to attain a level of gross profit margin sufficient to contribute
to normal operating expenses and to provide a net profit.

    OPERATING EXPENSES.  We focus on operating expenses to keep these expenses
within budgeted amounts in order to achieve or exceed our targeted
profitability. We budget certain of our operating expenses in proportion to our
projected sales revenues, including operating expenses relating to production
and shipping of our plastic pallets. However, most of our expenses relating to
general and administrative costs and product design are essentially fixed.
Deviations that result in operating expenses in greater proportion than budgeted
signal to management that it must ascertain the reasons for the unexpected
increase and take appropriate action to bring operating expenses back into the
budgeted proportion.

    NET INCOME.  Net income is the ultimate goal of our business. By managing
the above factors, among others, and monitoring our actual results of
operations, our goal is to generate net income at levels that meet or exceed our
targets.

    In evaluating our financial condition, we focus primarily on cash on hand,
available financing, anticipated near-term cash receipts, and accounts
receivable as compared to accounts payable. Cash on hand, together with our
other sources of liquidity, is critical to funding our day-to-day operations.

    Anticipated near-term cash receipts are also regarded as a short-term
source of liquidity, but are not regarded as immediately available for use
until receipt of funds actually occurs.

    The proportion of our accounts receivable to our accounts payable and the
expected maturity of these balance sheet items is an important measure of our
financial condition. We attempt to manage our accounts receivable and accounts
payable to focus on cash flows in order to generate cash sufficient to fund our
day-to-day operations and satisfy our liabilities. Typically, we prefer that
accounts receivable are matched in duration to, or collected earlier than,
accounts payable. If accounts payable are either out of proportion to, or due
far in advance of, the expected collection of accounts receivable, we will
likely use our cash on hand.

Seasonality

    We have not identified any seasonality in the sales of our plastic pallets
or material handling products to date. We continue to monitor for seasonal
trends in the sales of our products.

Critical Accounting Policies and Estimates

    The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make certain estimates, judgments 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. Some of our accounting
policies require us to make difficult and subjective judgments, often as a
result of the need to make estimates of matters that are inherently uncertain.
The following accounting policies involve a critical accounting estimate
because they are particularly dependent on estimates and assumptions made by
management about matters that are highly uncertain at the time the accounting
estimates are made. In addition, while we have used our best estimates based on
facts and circumstances available to us at the time, different estimates
reasonably could have been used in the current period and changes in the
accounting estimates we used are reasonably likely to occur from period to
period, which may have a material impact on the presentation of our financial
condition and results of operations.

<page>17

        Our most critical accounting estimates include revenue recognition,
assessment of recoverability of long-lived assets, which primarily impacts
operating expense when we impair assets or accelerate depreciation; deferred
income tax assets and liabilities, which impacts our tax provision; reserve for
warranty costs, which impacts gross margin; and stock-based compensation. We
also have other policies that we consider to be key accounting policies, such as
our policies for the valuation of accounts receivable, reserves for sales
returns and allowances, and reserves for commitments and contingencies; however,
these policies either do not meet the definition of critical accounting
estimates described above or are not currently material items in our financial
statements. We review our estimates, judgments, and assumptions periodically and
reflect the effects of revisions in the period that they are deemed to be
necessary. We believe that these estimates are reasonable; however, actual
results could differ from these estimates.

Revenue Recognition

    We derive revenues primarily from the sale of standard and custom plastic
pallets. Our revenues occasionally include nonrecurring engineering revenues
related to the development of customer-specific products. Sales of our products
are generally made through either our internet site or independent
manufacturers' representatives or through our stocking distributor. The majority
of our shipments are made directly to our customers, with shipments to our
manufacturing representatives and our stocking distributor, accounting for less
than 10% of total revenues during 2007 and 2006.

    Revenues from the sale of standard and customer-specific products are
recognized when title to the products passes to the buyer. Revenues from our
distributor are recognized when the product is sold to the distributor. Our
distribution agreements provide for selling prices that are fixed at the date
of sale, although we occasionally offer price concessions, which are specific,
of a fixed duration and are reserved for in our financial statements. Further,
the distributor is obligated to pay the amount and it is not contingent on
reselling the product; the distributor takes title to the product and bears
substantially all of the risks of ownership; the distributor has economic
substance; we have no significant obligations for future performance to bring
about resale; and the amount of future returns can be reasonably estimated. We
allow our distributor to return products for warranty reasons as well as for
exchange products, within certain limitations. Customers can only return
product for warranty reasons. If we are unable to repair or replace products
returned under warranty, we will issue a credit for a warranty return.

Long-Lived Assets

    We evaluate long-lived assets for impairment of their carrying value when
events or circumstances indicate that the carrying value may not be
recoverable. Factors we may consider in deciding when to perform an impairment
review include significant negative industry or economic trends, significant
changes or planned changes in our use of the assets, plant closure or
production line discontinuance, technological obsolescence, or other changes in
circumstances which indicate the carrying value of the assets may not be
recoverable. If impairment appears probable, we evaluate whether the sum of the
estimated undiscounted cash flows attributable to the assets in question is
less than their carrying value. If this is the case, we recognize an impairment
loss to the extent that carrying value exceeds fair value. Fair value is
determined based on market prices or discounted cash flow analysis, depending
on the nature of the asset. Any estimate of future cash flows is inherently
uncertain. The factors we take into consideration in making estimates of future
cash flows include product life cycles, pricing trends, future capital needs,
cost trends, product development costs, competitive factors and technology
trends as they each affect cash inflows and outflows. Our markets are not
highly cyclical and are not characterized by rapid shifts in demand that are
difficult to predict in terms of direction and severity. If a fixed asset is
written down to fair value that becomes the asset's new carrying value, which is

<page>18

depreciated over the remaining useful life of the asset.

Warranty Costs

    We sell our products with warranties that they will be free of faulty
workmanship or defective materials and that they will conform to our published
specifications or other specifications mutually agreed to with a customer. An
accrual for expected warranty costs results in a charge to the financial
results in the period recorded. This liability can be difficult to estimate
and, if we experience warranty claims in excess of our projections, we may need
to record additional accruals, which would adversely affect our financial
results.

    We allow only our distributor to exchange product for other than warranty
reasons. If we are unable to repair or replace a product returned under
warranty, we will issue a credit for a warranty return.

Stock-Based Compensation

    We account for compensation cost related to employee stock options and
other forms of employee stock-based compensation plans in accordance with the
provisions of the Financial Accounting Standards Board's, or FASB, Statement of
Financial Accounting Standard, or SFAS, No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure."  This statement amends SFAS No.
123(R) "Accounting for Stock-Based Compensation" and provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation.  This statement also amends
the disclosure requirements of SFAS No. 123 to require more prominent and
frequent disclosures in financial statements about the effects of stock-based
compensation.

    The accounting for stock-based compensation involves a number of estimates
about the expected lives of stock options, interest rates, stock volatility,
and assumptions as well as the selection of a valuation model. We have elected
to use the Black-Scholes option valuation model. A change in any of these
estimates or a selection of a different option-pricing model could have a
material impact on our stock based compensation expense.

Results of Operations

      Comparison of Results of Operations for the Years Ended December 31, 2007
      and 2006

    Our revenues decreased by $694,000, or 24%, from $2,928,000 in 2006 to
$2,234,000 in 2007. Our decrease in revenues in 2007 as compared to 2006 was due
to higher costs and reduction in plastic pallet orders. Roofing tiles sales made
up $189,000 of our revenues in 2007.

    Our cost of sales decreased by $594,000, or 23%, from $2,616,000 in 2006 to
$2,022,000 in 2007 and our gross profit decreased by $100,000, or 32%, from
$312,000 in 2006 to $212,000 in 2007.

    Total operating expenses increased by $336,000, or 18%, from $1,908,000
in 2006 to $2,244,000 in 2007. The increase in operating expenses was primarily
due to a increase in non-cash compensation expenses related to the grants of
stock options, and interest expense including debt discount amortization that
occurred in 2007.

    Our net loss increased by $436,000, or 27%, from $1,596,000 in 2006 to
$2,032,000 in 2007. The substantial increase in our net loss resulted primarily
from non-cash compensation expenses related to the grants of stock options, and
interest expense including debt discount amortization that occurred in 2006.

Liquidity and Capital Resources

    At December 31, 2007 and 2006, we had cash of $550,000 and $552,000,
respectively.  We had a working capital deficit of $3,713,000 as of December 31,
2007 and a working capital deficit of $890,000 as of December 31, 2006. The
increase in working capital deficit is primarily due to our default on the our
loan obligations to Laurus and the accounting requirement that we shift of that
portion of our long term debt to current debt.

    Cash provided by our operating activities totaled $45,000 for the year ended
December 31, 2007 as compared to cash used in operating activities of $1,322,000
for the year ended December 31, 2006. This change was due to the additional
expense of establishing our roofing division last year.

    Cash used in our investing activities totaled $575,000 for the year
ended December 31, 2007 as compared to $557,000 for the year ended
December 31, 2006.

<page>19

    Cash provided by our financing activities totaled $529,000 for the year
ended December 31, 2007 as compared to $2,018,000 for the year ended
December 31, 2006. This change is primarily due to substantial cash provided
by ourfinancing facility with Laurus in 2006.

    During 2007 and 2006, we financed our operations through cash
generated through sales of our products, through private placements of our
equity securities and debt financing transactions.

    Our total current liabilities increased by $1,973,000, or 75%, from
$2,616,000 as of December 31, 2006 to $4,589,000 as of December 31, 2007. This
increase was largely due to an increase in the current maturities of our notes
payable to Laurus due to their default status, as discussed further below, and a
$221,000 increase in accrued officer compensation from $1,375,000 as of December
31, 2006 to $1,596,000 as of December 31, 2007. We are currently experiencing no
pressure to pay the accrued compensation from the individuals to whom we owe
this compensation as it consists primarily of unpaid salaries of Randy Zych and
Charles Foerg.

    Our total current assets decreased by $849,000, or 49%, from $1,725,000 as
of December 31, 2006 compared to $876,000 as of December 31, 2007. This decrease
was primarily due to a decrease in cash received in connection with our debt
financing transaction with Laurus and an investment in our plastic tile roofing
business in the amount of $1,400,000.

Debt Financing

    On July 13, 2007, we and Laurus executed a Securities Purchase Agreement
under which we issued a Secured Term Note in the aggregate principal amount of
$710,000 and a Common Stock Purchase Warrant to purchase up to 8,000,000 shares
of Common Stock in exchange for aggregate consideration of $710,000 in cash.

    The Securities Purchase Agreement includes customary terms, conditions,
representations, warranties, covenants and agreements, including information
delivery requirements and covenants regarding the issuance of additional
securities. The Securities Purchase Agreement also provides for a right of first
refusal on the part of Laurus in connection with subsequent financings that we
may conduct.

    The Secured Term Note is due June 19, 2009 and accrues interest at
a per annum rate equal to the Prime Rate plus 3%. Accrued interest on the Note
is payable in arrears commencing on July 13, 2007 and principal is payable
commencing on June 1, 2008 in the amount of $59,167 per month with the balance
of all amounts owed payable upon maturity of the Note. We may prepay all or a
portion of the Note without bonus or penalty. The Note includes customary events
of default. In the event of a default, we are to pay additional interest at a
rate of 2% per month on all outstanding amounts owed under the Note. In
addition, in the event of a default, Laurus is entitled to accelerate all
obligations under the Note and require that we pay 110% of the outstanding
principal amount plus accrued and unpaid interest and all other amounts owed
under the Note. The Note also includes customary terms, conditions, covenants
and agreements.

    The Common Stock Purchase Warrant is exercisable into an aggregate
of up to 8,000,000 shares of our common stock in the amount of 4,800,000 shares
at an exercise price of $0.01 per share, 800,000 shares at an exercise price of
$0.02 per share, 800,000 shares at an exercise price of $0.03 per share, 800,000
shares at an exercise price of $0.04 per share, and 800,000 shares at an
exercise price of $0.05 per share for an aggregate exercise price of $160,000.
The Warrant also includes customary terms, conditions, covenants and agreements,
including a net exercise provision for the cashless exercise of the Warrant in
the event that the shares underlying the Warrant are not registered for resale
within the time periods required under the Registration Rights Agreement, as
described further below.

    An Amended and Restated Registration Rights Agreement provides that we shall
register for resale the shares of common stock underlying the Warrant (and a
warrant previously issued to Laurus on June 19, 2006 for the purchase of up to
3,750,000 shares of our common stock at a fixed exercise price of $0.001 per
share). The registration obligations require, among other things, that we were
to file an initial registration statement with the Securities and Exchange
Commission no later than 60 days from the issuance date of the Warrant and cause
the registration statement to be declared effective no later than 120 days from
such date. We are required to pay all registration expenses, including up to
$15,000 for Laurus' legal counsel fees. The Amended and Restated Registration
Rights Agreement also includes customary terms, conditions, covenants and
agreements.

<page>20

    A Restricted Account Agreement provides that the amount of $679,000,
which represents the proceeds from the loan financing, less loan fees in the
amount of $31,000, were deposited into a restricted account as security for
our obligations under the Securities Purchase Agreement and related
agreements.

    A Restricted Account Side Letter provided that Laurus is to deliver a
release notice to North Fork Bank to pay outstanding obligations owed by us to
Laurus under the Securities Purchase Agreement and related agreements as well as
our previous Securities Purchase Agreement and related agreements with Laurus
entered into in June 2006 covering a loan of $3.0 million to us from Laurus.
Under the Restricted Account Side Letter, following complete satisfaction of all
such obligations, Laurus was to instruct North Fork Bank to release any funds
remaining in the restricted account to us.

    As of April 10, 2008, we were in default under our obligations to register
for resale shares of our common stock underlying the warrants issued to Laurus.

    As of that date, we were also in default under our obligations to make
interest payments under the Secured Promissory Notes issued to Laurus due to our
lack of liquidity to fund those interest payments.  As a result of the above
defaults, Laurus is entitled to pursue its rights to foreclose upon its security
interest in our assets.  In the event that Laurus forecloses upon its security
interest in our assets, we could lose all of our assets, which would have a
material and adverse effect on our business, prospects, results of operations
and financial condition, likely resulting in our bankruptcy. In addition, Laurus
is entitled to demand immediate repayment of all principal and interest owed
under our Secured Promissory Notes. The cash required to repay such amounts
would likely have to be taken from our working capital.  Since we rely on our
working capital to sustain our day to day operations, a default under our
Secured Promissory Notes could have a material and adverse effect on our
business, prospects, results of operations and financial condition.  However, we
are not aware of any action taken by Laurus to enforce its rights under the
Secured Promissory Notes and other related documents.

    Our continued operations are dependent on securing additional sources of
liquidity through debt and/or equity financing. As indicated above, our
financial statements as of December 31, 2007 and for the years ended December
31, 2007 and 2006 have been prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. As discussed in this report and in Note C to our
financial statements included in this report, we have suffered recurring losses
from operations and at December 31, 2007 had substantial net capital and working
capital deficiencies. These factors, among others, raised substantial doubt
about our ability to continue as a going concern and led our independent
registered public accounting firm to include in its audit report an explanatory
paragraph related to our ability to continue as a going concern. The financial
statements included with this report do not include any adjustments that might
result from the outcome of this uncertainty.

    We have been, and currently are, working toward identifying and obtaining
new sources of financing. Our current financing documents contain notice and
right of first refusal provisions and the grant of a security interest in all of
our assets in favor of Laurus, all of which provisions may restrict our ability
to obtain debt and/or equity financing from any investor. Any future financing
that we may obtain may cause significant dilution to existing stockholders. Any
debt financing or other financing of securities senior to common stock that we
are able to obtain will likely include financial and other covenants that will
restrict our flexibility. At a minimum, we expect these covenants to include
restrictions on our ability to pay dividends on our common stock. Any failure to
comply with these covenants would likely have a material adverse effect on our
business, prospects, financial condition, results of operations and cash flows.

    If adequate funds are not available, we may be required to delay, scale back
or eliminate portions of our operations and product development efforts or to
obtain funds through arrangements with strategic partners or others that may
require us to relinquish rights to certain of our products or other assets.
Accordingly, the inability to obtain such financing could result in a
significant loss of ownership and/or control of our assets and could also
adversely affect our ability to fund our continued operations and our product
development efforts.

<page>21

                               RISK FACTORS

    AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IN
    ADDITION TO THE OTHER INFORMATION IN THIS REPORT, YOU SHOULD CAREFULLY
    CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST IN SHARES OF
    OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, IT IS
    LIKELY THAT OUR BUSINESS, FINANCIAL CONDITION AND OPERATING RESULTS WOULD
    BE HARMED. AS A RESULT, THE TRADING PRICE OF OUR COMMON STOCK COULD
    DECLINE, AND YOU COULD LOSE ALL OR PART OF THE MONEY YOU PAID TO BUY OUR
    COMMON STOCK.

        We are in default under our loans from Laurus, which could have a
        material and adverse effect on our business, prospects, results of
        operations or financial condition.

    As of April 10, 2008, we were in default under our obligations to register
for resale shares of our common stock underlying warrants issued to Laurus.
As of that date, we were also in default under our obligations to make interest
payments under the Secured Promissory Notes issued to Laurus due to our lack of
liquidity to fund those interest payments.  As a result of the above defaults,
Laurus is entitled to pursue its rights to foreclose upon its security interest
in our assets.  In the event that Laurus forecloses upon its security interest
in our assets, we could lose all of our assets, which would have a material and
adverse effect on our business, prospects, results of operations and financial
condition, likely resulting in our bankruptcy. In addition, Laurus is entitled
to demand immediate repayment of all principal and interest owed under our
Secured Promissory Notes. The cash required to repay such amounts would likely
have to be taken from our working capital.  Since we rely on our working capital
to sustain our day to day operations, a default under our Secured Promissory
Notes could have a material and adverse effect on our business, prospects,
results of operations and financial condition.

    We have no history of significant revenues, have incurred losses, could
    have continued losses and may never achieve or sustain profitably. If we
    continue to incur losses, we may have to curtail our operations, which may
    prevent us from selling our plastic pallets.

    We have no history of significant revenues, have not been profitable and may
experience continued losses. Historically, we have relied upon cash from
financing activities to fund all of the cash requirements of our business and
have incurred significant losses and experienced negative cash flow. As of
December 31, 2007, we had an accumulated deficit of $16,975,000. For the year
2007, we incurred a net loss of $2,032,000 and for the year 2006, we incurred a
net loss of $1,596,000. We cannot predict when we will become profitable or if
we ever will become profitable, and we may continue to incur losses for an
indeterminate period of time and may never achieve or sustain profitability. An
extended period of losses and negative cash flow may prevent us from
successfully selling our plastic pallets or expanding our plastic roofing tile
business.

    Our losses have resulted principally from costs incurred in connection with
the development of our pallets and from costs associated with our marketing and
administrative activities. Even if we are able to achieve profitability, we may
be unable to sustain or increase our profitability on a quarterly or annual
basis.

    Without profits from our operations or additional financing, we may be
    unable to achieve the objectives of our current business strategy, which
    could force us to delay, curtail or eliminate our product development
    programs.

    We require additional funds to produce molds for our cost-reduced plastic
pallets for large-scale manufacturing. If we are unable to obtain these funds,
either by achieving profitability or by obtaining additional financing, we
could be forced to delay, curtail or eliminate certain product development
programs. In addition, our inability to obtain additional funds could have such
a material adverse effect on our business, prospects, results of operations or
financial condition, that we may be forced to restructure, file for bankruptcy,
sell assets or cease operations entirely, any of which could jeopardize an
investment in our common stock.

<page>22



    If we do not achieve profitability, we will need and may be unable to
    obtain additional financing on satisfactory terms, which may require us to
    accept financing on burdensome terms that may cause substantial dilution to
    our shareholders and impose onerous financial restrictions on our business.

    We require additional funds to meet our business objectives. If we do not
achieve profitability, we will require additional financing. Future financing
may not be available on a timely basis, in sufficient amounts or on terms
acceptable to us. This financing may also dilute existing shareholders' equity.
Any debt financing or other financing of securities senior to our common stock
will likely include financial and other covenants that will restrict our
flexibility. Our current financing restricts our ability to pay dividends on our
common stock, and we expect that any future financing will similarly prohibit us
from paying dividends on our common stock. Any failure to comply with these
covenants would have a material adverse effect on our business, prospects,
financial condition and results of operations because we could lose any then-
existing sources of  financing and our ability to secure new sources of
financing may be impaired.

    Many companies with greater resources and operating experience are
    developing and selling plastic pallets similar to ours. These companies
    could use their greater resources to gain market share at our expense.

    We have significant competition and although we believe that our pallets
are competitive in the marketplace, we cannot assure you that these or other
companies with greater experience and greater resources than us will use their
greater resources to gain market share at our expense. We have identified
approximately 25 United States-based companies producing some type of plastic
pallet. Two direct competitors producing large-scale plastic pallets are Orbis,
Inc. in Oconomowoc, Wisconsin, and Buckhorn, Inc. in Milford, Ohio.

    We rely heavily on our Chief Executive Officer, Randy Zych,. The loss of his
    services could adversely affect important relationships with our suppliers
    and subcontract manufacturers and therefore adversely affect our business.

    Our success depends, to a significant extent, upon the continued services
of Randy Zych, who is our Chief Executive Officer and Chairman of the Board, For
example, Mr. Zych has developed key personal relationships with our suppliers
and subcontract manufacturers. We greatly rely on these relationships in the
conduct of our operations and the execution of our business strategies. The loss
of Mr. Zych could, therefore, result in the loss of our favorable relationships
with one or more of our suppliers or subcontract manufacturers. Although we have
entered into employment agreements with him, those agreements are of limited
duration and are subject to early termination at the executive officer's option
under certain circumstances. In addition, we do not maintain "key person" life
insurance covering the life of Mr. Zych. The loss of Mr. Zych could
significantly delay or prevent the achievement of our business objectives and
therefore have a material adverse affect on our business.

    Because we believe that proprietary rights are material to our success,
    misappropriation of those rights or claims of infringement or legal actions
    related to intellectual property could adversely impact our financial
    condition.

    We believe we have proprietary rights in our molds, designs and the
specific mix of inputs we utilize in connection with our plastic pallets.
However, we have not obtained patents in connection with these proprietary
rights, and we believe such rights may not be patentable. If our competitors
infringe upon our proprietary rights we may be unable to enforce our rights.
Also, although we do not believe we are infringing upon any third party's
intellectual property rights, we may receive infringement claims from third
parties relating to our products. In those cases, we intend to investigate the
validity of the claims and, if we believe the claims have merit, to respond
through licensing or other appropriate actions. If we are unable to license or
otherwise resolve the issue on a cost-effective basis, we could be prohibited
from marketing products containing that intellectual property, incur
substantial costs in redesigning products incorporating that intellectual
property, or incur substantial costs defending any legal action taken against
us.

<page>23

    Our common stock price is subject to significant volatility, which could
    result in substantial losses for investors and in litigation against us.

    The stock market as a whole and individual stocks, including our common
stock, historically have experienced wide price and volume fluctuations. During
the year ended December 31, 2007, the high and low closing bid prices of our
common stock were $0.20 and $0.05, respectively. The market price of our common
stock may exhibit significant fluctuations in the future in response to various
factors, many of which are beyond our control, and which include:

    o variations in our quarterly operating results, which variations could
      result from, among other things, changes in the needs of one or more of
      our customers;
    o changes in market valuations of similar companies and stock market price
      and volume fluctuations generally;
    o economic conditions specific to the plastic pallet industry;
    o announcements by us or our competitors of new or enhanced products, or
      services or significant contracts, acquisitions, strategic relationships,
      joint ventures or capital commitments;
    o regulatory developments; and
    o future sales of our common stock or other debt or equity securities.

    If our operating results in future quarters fall below the expectations of
market makers, securities analysts and other investors, our stock price will
likely decline. Consequently, the  price at which you purchase shares of our
common stock may not be indicative of the price that will prevail in the
trading market and you may be unable to sell your shares of common stock at or
above your purchase price. In the past, securities class action litigation
often has been brought against a company following periods of volatility in the
market price of its securities. We may in the future be the target of similar
litigation. Securities litigation could result in substantial costs and
liabilities and could divert management's attention and resources.

    Because we are subject to the "Penny Stock" rules, the level of trading
    activity in our stock may be reduced. If the level of trading activity is
    reduced, you may not be able to sell your shares of our common stock.

    Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks are generally, equity securities with a price of less
than $5.00 that trade on the OTC Bulletin Board or the Pink Sheets. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and,
if the broker-dealer is the sole market maker, the broker-dealer must disclose
this fact and the broker-dealer's presumed control over the market, and monthly
account statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities to
persons other than established customers and "accredited investors" must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These requirements may have the effect of reducing the level of trading
activity in a penny stock, such as our common stock, and investors in our
common stock may find it difficult to sell their shares.

    Because our common stock is not listed on a national securities exchange,
    you may find it difficult to dispose of or obtain quotations for our common
    stock.

    Our common stock trades under the symbol "RPMM" on the OTC Bulletin Board.
Because our stock trades on the OTC Bulletin Board rather than on a national
securities exchange, you may find it difficult to either dispose of, or to
obtain quotations as to the price of, our common stock.

    Shares of our common stock eligible or to become eligible for public sale
    could adversely affect our stock price and make it difficult for us to
    raise additional capital through sales of equity securities.

    As of April 10, 2008, we had outstanding 54,674,381 shares of common stock.
We also have outstanding warrants to purchase up to 8,743,000 shares of our
common stock. We cannot predict the effect, if any, that future sales of shares
of our common stock into the market will have on the market price of our common
stock. However, sales of a substantial number of

<page>24

shares of our common stock in the public market, or the perception that sales
could occur, could adversely affect the market price of our common stock. Any
adverse effect on the market price of our common stock could make it difficult
for us to raise additional capital through sales of equity securities at a time
and at a price that we deem appropriate.

    We cannot assure you that an active market for our shares of common stock
    will develop or, if it does develop, will be maintained in the future. If
    an active market does not develop, you may not be able to readily sell your
    shares of our common stock.

    Our common stock began trading on the OTC Bulletin Board in February of
2002. Since that time, there has been limited trading in our shares, at widely
varying prices, and the trading to date has not created an active market for
our shares. We cannot assure you that an active market for our shares will be
established or maintained in the future. If an active market is not established
or maintained, you may not be able to readily sell your shares of our common
stock.

ITEM 7. FINANCIAL STATEMENTS.

    Our consolidated financial statements are filed with and begin on page F-1
of this report.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

    Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

    Not Applicable.

ITEM 8A (T) CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

    We conducted an evaluation under the supervision and with the participation
of our management, including our Chief Executive and Acting Chief Financial
Officer of the effectiveness of the design and operation of our disclosure
controls and procedures.  The term "disclosure controls and procedures," as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act
of 1934, as amended ("Exchange Act"), means controls and other procedures of a
company that are designed to ensure that information required to be disclosed by
the company in the reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms.  Disclosure
controls and procedures also include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate, to allow timely decisions regarding required
disclosure.  Based on this evaluation, our Chief Executive and Acting Chief
Financial Officer concluded as of December 31, 2007 that our disclosure controls
and procedures were effective at the reasonable assurance level.

Management's Annual Report on Internal Control over Financial Reporting

    Our management, including our Chief Executive and Acting Chief Financial
Officer, is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of our financial statements for
external reporting purposes in accordance with U.S. generally accepted
accounting principles ("GAAP"). Internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of a company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of a company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with policies or
procedures may deteriorate.

    Management, with the participation of our Chief Executive and Acting Chief
Financial Officer, conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that our
internal control over financial reporting was effective as of December 31, 2007.

     Management is aware that there is a lack of segregation of duties due to
the small number of employees dealing with general administrative and financial
matters. However, management has decided that considering the employees
involved, the control procedures in place and the outsourcing of certain
financial functions, the risks associated with such lack of segregation are low
and the potential benefits of adding additional employees to clearly segregate
duties do not justify the expenses associated with additional personnel.
Management intends to periodically reevaluate this situation. If the volume of
our business increases and sufficient capital is secured, it is our intention to
increase staffing to mitigate the current lack of segregation of duties within
our general administrative and financial functions.

    This annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management's report in
this annual report.

Inherent Limitations on the Effectiveness of Controls

    Management does not expect that our disclosure controls and procedures or
our internal control over financial reporting will prevent or detect all errors
and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control systems are met. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in a
cost-effective control system, no evaluation of internal control over financial
reporting can provide absolute assurance that misstatements due to error or
fraud will not occur or that all control issues and instances of fraud, if any,
have been or will be detected.

    These inherent limitations include the realities that judgments in decision-
making can be faulty and that breakdowns can occur because of a simple error or
mistake. Controls can also be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls. The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Projections of any evaluation of controls effectiveness to
future periods are subject to risks. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures.

<page>25

Changes in Internal Control over Financial Reporting

    There was no change during the registrant's most recently completed fiscal
quarter that has materially affected or is reasonably likely to materially
affect, our internal control over financial reporting, as defined in Rules 13a-
15(f) and 15d-15(f) under the Exchange Act.

ITEM 8B. OTHER INFORMATION.

        On November 1, 2007, David Lade retired as our Chief Financial
Officer and as a director.

        On November 1, 2007, Randy Zych, our Chief Executive Officer and one
of our directors, was appointed as Acting Chief Financial Officer.

<page>26

                                  PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
        CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers

    Our directors and executive officers and their ages, positions, business
experience and education as of April 10, 2008 are as follows:

Name                  Age                  Position Held
------------------  -------  ----------------------------------------------
Randy Zych             63     Chairman, Chief Executive Officer, Director,
                              Acting Chief Financial Officer, Controller and
                              Director

Charles Foerg          75     President, Secretary, Treasurer and Director

Business Experience

    Randy Zych has served as our Chairman and Chief Executive Officer and as a
Director since our inception in 1997. Mr. Zych has also served as our Acting
Chief Financial Officer since November 1, 2007. Mr. Zych has spent most of the
past twenty-five years working as an entrepreneur, developing and promoting
various new businesses, including several manufacturing companies. For example,
Mr. Zych developed and promoted an organic fertilizer for Earthlife Products,
Inc. He also developed and promoted financial services for Cambridge Capital
Group, Ltd. Between 1990 and our inception in 1997, Mr. Zych worked as an
independent consultant in the areas of marketing and distribution strategies for
the two preceding companies. Mr. Zych attended the University of Illinois,
Chicago, concentrating his studies in finance and business management.

    Charles W. Foerg has served as our President, Secretary and Treasurer and
as a Director since 1997. Immediately prior to his association with us, he was
self-employed as a management consultant from 1991 to 1996. He has accumulated
more than 25 years of experience in financing, building and managing several
companies across many industries, with jobs and duties covering executive
management, marketing, technology acquisitions, quality control and
manufacturing operations. Mr. Foerg's experience in advertising includes working
as Account Supervisor and Vice President for Young & Rubicam Advertising and
BBD&O Advertising. Mr. Foerg received a BS degree in Economics from Shurtleff
College, Alton, Illinois and completed graduate studies in Business
Administration at the University of Detroit. Mr. Foerg served in the U.S. Army
in Europe and Korea.

Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), requires our executive officers and directors, and persons who
beneficially own more than 10% of a registered class of our common stock, to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission ("Commission").  These officers, directors
and stockholders are required by the Commission regulations to furnish us with
copies of all reports that they file.

    Based solely upon a review of copies of the reports furnished to us during
the year ended December 31, 2007 and thereafter, or any written representations
received by us from directors, officers and beneficial owners of more than 10%
of our common stock ("reporting persons") that no other reports were required,
we believe that, during 2007 all Section 16(a) filing requirements applicable to
our reporting persons were met.

Board and Board Committees

    All directors hold office until the next annual meeting of shareholders or
until their respective successors are elected or until their earlier death,
resignation or removal.

    Our board of directors has an audit committee, a compensation committee and
a nominating committee.  The audit committee consists of Randy Zych and Charles
Foerg. Our Board does not have an audit committee financial expert due to the
resignation of David Lade, our former Chief Financial Officer and director in
the fourth quarter of 2007.  We have not been able to replace Mr. Lade with a
suitable candidate. None of our directors are considered by the Board to be
independent. Our compensation and nominating committees consist of Messrs. Zych
and Foerg. The duties and responsibilities of our audit committee and our
nominating committee have been set forth in a written charter governing such
committees.

<page>27

Code of Ethics

    Our board of directors has adopted a written code of ethics applicable to
our Chief Executive Officer, our Chief Financial Officer and any other current
or future senior financial officers.  You may obtain copies of the Code of
Ethics by requesting copies, which will be provided free of charge upon written
request to Investor Relations, RPM Technologies, Inc., 9981 West 190th St.,
Suite C, Mokena, Illinois 60448.

    We intend to satisfy the disclosure requirement under Item 10 of Form 8-K
relating to amendments to or waivers from provision of these codes that relate
to one or more of the items set forth in Item 406(b) of Regulation S-K, by
describing on our main Internet website at www.rpmtechnologiesinc.com, within
five business days following the date of a waiver or a substantive amendment,
the date of the waiver or amendment, the nature of the amendment or waiver, and
the name of the person to whom the waiver was granted.

    Information on our Internet website is not, and shall not be deemed to be,
a part of this report or incorporated into any other filings we make with the
Securities and Exchange Commission.

Compensation Committee Interlocks and Insider Participation

    No member of our board of directors has a relationship that would
constitute an interlocking relationship with executive officers and directors
of another entity.

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table

    The Summary Compensation Table below provides information concerning the
annual and long-term compensation for services in all capacities of our
principal executive and principal financial officer, our President, Secretary
and Treasurer, and our former principal financial officer, or the named
executives, during the years 2007 and 2006 that they were entitled to pursuant
to employment agreements.

                                                        All Other
           Name and                           Salary   Compensation  Total
        Principle Position          Year      ($)(1)      ($)(2)      ($)
-----------------------------      ------     ------   ------------  -----
Randy Zych
  Chief Executive Officer and       2007     $125,000  $ 40,768    $165,768
  Acting Chief Financial Officer    2006      125,000    20,796     145,796

Charles Foerg
  President and Secretary           2007       85,000    40,767     125,767
                                    2006       85,000    20,796     105,796

David Lade
  Former Chief Financial Officer     2007      4,500        -         4,500
  and Controller                     2006      4,000        -         4,000
_______________
  (1) In 2007, cash of $61,800 was paid to Mr. Zych and $9,199 was paid to Mr.
      Foerg. The remainder of Mr. Zych's and Mr. Foerg's salaries for 2007 and
      2006 were added to accrued compensation.
  (2) Represents amounts reimbursed to Messrs. Zych and Foerg for use of their
      personal offices for the reimbursement of expenses paid personally by
      these officers on our behalf.

Employment Agreements

    Randy Zych

    We entered into an employment agreement with Randy Zych, our Chairman and
Chief Executive Officer, on September 1, 2002.  The employment agreement had an
initial term of three years and automatically renews for additional five year
terms unless either party terminates it by giving at least 180 days notice to
the other party.  Mr. Zych's annual salary under the employment agreement is
$125,000.  During subsequent terms, we are to negotiate in good faith increases
in Mr. Zych's salary.  Mr. Zych received 500,000 shares of our common stock upon
signing his employment agreement.  Mr. Zych also received an option to purchase
up to 2,500,000 shares of common stock at an option price of $0.50 per share.
This option was exercisable during the initial three year term of the employment
agreement, with an option to renew said option for an additional three years.
This option expired on September 1, 2007. If we terminate Mr. Zych without
cause, we are obligated to pay Mr. Zych an amount equal to his salary and
benefits for a period of 180 days.

    Charles Foerg

    We entered into an employment agreement with Charles Foerg, our President,
on September 1, 2002.  The employment agreement had an initial term of three
years and automatically renews for additional five year terms unless either
party terminates it by giving at least 180 days notice to the other party.  Mr.
Foerg's annual salary under the employment agreement is $85,000.  During
subsequent terms, we are to negotiate in good faith increases in Mr. Foerg's
salary.  Mr. Foerg received 500,000 shares of our common stock upon signing his
employment agreement.  Mr. Foerg also received an option to purchase up to
1,000,000 shares of common stock at an option price of $0.50 per share.  This
option was exercisable during the initial three year term of the employment
agreement, with an option to renew said option for an additional three years.
This option expired on September 1, 2007. If we terminate Mr. Foerg without
cause, we are obligated to pay Mr. Foerg an amount equal to his salary and
benefits for a period of 180 days.

Director Compensation

    Our directors do not receive any compensation in their capacity as members
of our board of directors, but may be reimbursed for reasonable expenses
incurred in connection with attendance of meetings of the board of directors. No
amounts were reimbursed to directors in 2007 and 2006 for expenses that may have
been incurred by such directors in connection with attendance of meetings of the
board of directors.

<page>28

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

        As of April 10, 2008, a total of 54,674,381 shares of our common
stock were outstanding. The following table sets forth information as of that
date regarding the beneficial ownership of our common stock by:

        o       each person known by us to own beneficially more than five
                percent, in the aggregate, of the outstanding shares of our
                common stock as of the date of the table;
        o       each of our directors;
        o       each named executive officer who is a current officer; and
        o       all of our directors and executive officers as a group.

        Beneficial ownership is determined in accordance with Rule 13d-3
promulgated by the Securities and Exchange Commission, and generally includes
voting or investment power with respect to securities. Except as indicated in
the footnotes to the table, we believe each holder possesses sole voting and
investment power with respect to all of the shares of common stock owned by that
holder, subject to community property laws where applicable. In computing the
number of shares beneficially owned by a holder and the percentage ownership of
that holder, shares of common stock subject to options or warrants or underlying
notes or preferred stock held by that holder that are currently exercisable or
convertible or are exercisable or convertible within 60 days after the date of
the table are deemed outstanding. Those shares, however, are not deemed
outstanding for the purpose of computing the percentage ownership of any other
person or group.

<table>
Name and Address of             Title of         Amount and Nature of
of Beneficial Owner (1)        Class             Beneficial Ownership      Percent of Class
--------------------------     ---------       ------------------------   ------------------
                               <C>             <C>                        <C>
Randy Zych                      Common              1,100,000                    2.01%

Charles Foerg                   Common                602,000                    1.10%

All directors and executive
officers as a group
(2 persons)                     Common              1,702,000                    3.11%
--------------------------
*       Less than 1.00%

(1)     The address of each director and executive officer named in this
        table is c/o RPM Technologies, Inc., 9981 West 190th St., Suite C,
        Mokena, Illinoi,60448
</table>
Equity Compensation Plan Information

        No options, warrants or rights under any formal or informal incentive
compensation plan were outstanding, and there were no securities remaining
available for future issuance under any formal incentive compensation plan, as
of December 31, 2007.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
          INDEPENDENCE.

Certain Relationships and Related Transactions

    We conduct many executive office functions from the separate personal
offices of Randy Zych, our Chairman and Charles Foerg, our President. No formal
lease agreement exists for the use of these offices. During 2007 and 2006, we
paid these officers an aggregate of $70,999 and $40,018, respectively, for the
use of these offices and for the reimbursement of expenses paid personally by
these officers on our behalf.

    As of December 31, 2007 and 2006 we had accrued approximately $1,596,000 and
$1,375,000, respectively, in earned but unpaid officer compensation.

    We are or have been a party to employment and compensation arrangements
with related parties, as more particularly described under the heading
"Executive Compensation" above.

Director Independence

    The members of our board of directors are Randy Zych and Charles Foerg,
neither of whom is independent.

<page>29

ITEM 13. EXHIBITS.

    Reference is made to the Index to Exhibits that follows the consolidated
financial statements contained in this report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

   The following table presents fees for professional audit services rendered
by Frank L. Sassetti & Co. for the years ended December 31, 2007 and 2006.

                              2007             2006
                            --------        --------
    Audit Fees              $29,685         $ 34,493
    Audit-Related Fees          --              --
    Tax Fees                  1,455            1,750
    All Other Fees              --              --
                            --------        --------
    Total                   $31,140         $ 36,243

    AUDIT FEES. Consist of amounts billed for professional services billed
for the audit of our annual consolidated financial statements included in our
Annual Reports on Forms 10-KSB and the reviews of our interim consolidated
financial statements included in our Quarterly Reports on Forms 10 QSB, as well
as other regulatory filings.

    TAX FEES. Consists of amounts billed for professional services rendered in
connection with the preparation and filing of our federal and state tax
returns.

    Our audit committee is responsible for approving all audit, audit-related,
tax and other services.  The audit committee pre-approves all auditing services
and permitted non-audit services, including all fees and terms to be performed
for us by our independent auditor at the beginning of the fiscal year.  Non-
audit services are reviewed and pre-approved by project at the beginning of the
fiscal year.  Any additional non-audit services contemplated by us after the
beginning of the fiscal year are submitted to the audit committee for pre-
approval prior to engaging the independent auditor for such services.

<page>30

                               RPM TECHNOLOGIES, INC.
                            Index to Financial Statements

                                                                       Page(s)
                                                                     ---------
Report of Independent Registered Public Accounting Firm                    F-2

Financial Statements

  Balance Sheets
    as of December 31, 2007 and December 31, 2006                          F-3

  Statements of Operations and Comprehensive Loss
    for the years ended December 31, 2007 and December 31, 2006            F-4

  Statement of Changes in Stockholders' Equity
    for the years ended December 31, 2007 and December 31, 2006            F-5

  Statements of Cash Flows
    for the years ended December 31, 2007 and December 31, 2006            F-6

  Notes to Financial Statements                                            F-7

<page>F-1

To The Board of Directors
RPM Technologies, Inc.
Mokena, Illinois

        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheets of RPM TECHNOLOGIES, INC. as of
December 31, 2007 and 2006 and the related statements of operations and
comprehensive loss, changes in stockholders' equity and cash flows for the years
ended December 31, 2007 and 2006.  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 audits.

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.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RPM TECHNOLOGIES, INC. as of
December 31, 2007 and 2006, and the results of its operations and its cash flows
for the years ended December 31, 2007 and 2006, in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note C to the
financial statements, the Company has sustained operating losses and accumulated
deficit. Further, the Company has current liabilities in excess of current
assets.  These factors raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in regard to these matters are
also described in Note C.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainly.


/s/ Frank L. Sassetti & Co.
----------------------------
April 10, 2008
Oak Park, Illinois

6611 W. North Avenue * Oak Park, Illinois 60302 * Phone (708) 386-1433
* Fax (708) 386-0139

<page>F-2




                           RPM TECHNOLOGIES, INC.
                                BALANCE SHEETS
                          December 31, 2007 and 2006

                                  December 31,      December 31,
                                      2007              2006
                                  ------------      ------------
                        ASSETS
                        ------
Current Assets
  Cash and cash equivalents       $      549,784   $   551,688
  Accounts receivable - trade,
   net of allowance for doubtful
   accounts of $94,000 and $35,000,
   respectively                          325,952        373,784
  Other receivable                             -        800,000
                                  --------------    -----------
    Total Current Assets                 875,736      1,725,472
                                  --------------    -----------
    Net Property and Equipment           543,102        657,690
                                  --------------    -----------
Other assets
  Equipment held for sale                      -         60,000
  Deferred loan fees, net                 86,456        105,417
  Advances to RPM Roofing              1,392,061              -
  Refundable deposits and other           19,131        697,103
                                  --------------    -----------
     Total Other Assets                1,497,648        862,520
                                  --------------    -----------
Total Assets                      $    2,916,486    $ 3,245,682
                                  ==============    ===========

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
           ----------------------------------------------
Current Liabilities
  Note payable                    $      50,000  $     50,000
  Accounts payable - trade              345,093       378,949
  Accrued interest payable              117,054        53,967
  Accrued officer compensation        1,595,898     1,375,362
  Other accrued liabilities              22,278        82,368
  Current portion of term note        2,458,693       675,000
                                  --------------    -----------
    Total Current Liabilities         4,589,016     2,615,646
                                  --------------    -----------

Term notes less discount
and current portion                           -     1,945,000
                                    -----------    -----------
    Total Liabilities                 4,589,016     4,560,646

Commitments and Contingencies

Stockholders' Equity (Deficit)
  Common stock - $0.001 par value.
    250,000,000 shares authorized.
    52,174,381 and 33,510,041 shares
    issued and outstanding,
    respectively                         52,174        33,510
  Additional paid-in capital         12,795,340    11,139,679
  Deferred compensation -
   fair value of vested stock
   options                            2,455,000     2,455,000
  Accumulated deficit               (16,975,044)  (14,943,153)
                                  --------------    -----------
Total Stockholders' Equity (Deficit) (1,672,530)   (1,314,964)
                                  --------------    -----------
Total Liabilities and
     Stockholders' Equity (Deficit)   2,916,486    $3,245,682
                                  ==============   ============
The accompanying notes are an integral part of these financial statements.

<page>F-3

                              RPM TECHNOLOGIES, INC.
                  STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                      Years ended December 31, 2007 and 2006



                                             Year ended     Year ended
                                            December 31,    December 31,
                                                2007            2006
                                           --------------   -------------
Revenues                                     $2,233,934     $2,927,665

Cost of sales                                 2,022,212      2,615,695
                                           --------------   -------------
Gross profit                                    211,722        311,970

Expenses
  Sales and marketing expenses                  189,561        198,618
  Payroll and related expenses                  266,383        281,303
  Professional and consulting fees              587,672        236,387
  General and administrative expenses           393,785        211,996
  Interest expense                              700,630        458,184
  Depreciation                                  105,582        157,407
  Compensation expense related to fair
    value of granted stock options                    -        364,000
                                           --------------   -------------
    Total operating expenses                  2,243,613      1,907,895
                                           --------------   -------------
Loss from operations                         (2,031,891)    (1,595,925)
Other income
  Interest income                                     -              -
                                           --------------   -------------
Loss before income taxes                    (2,031,891)     (1,595,925)
Provision for income taxes                         -                 -
                                           --------------   -------------
Net Loss                                     (2,031,891)    (1,595,925)
Other comprehensive income                         -                 -
                                           -------------  --------------
Comprehensive Loss                          $(2,031,891)    $(1,595,925)
                                           =============  ==============
Loss per weighted-average share of
  common stock outstanding,
  computed on Net Loss - basic and
  fully diluted                                 $(0.05)        $(0.05)
                                           ==============   =============
Weighted-average number of shares of common
  stock outstanding                           42,885,887     30,830,390
                                           ==============   =============

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

<page>F-4


<table>


                              RPM TECHNOLOGIES, INC.
                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       Years ended December 31, 2007 and 2006

                                              Additional     Deferred
                       Common Stock            paid-in    compensation-  Accumulated
                       Shares    Amount        capital    stock options   deficit       Total
                      -----------------       ---------- -------------- -----------  ------------
                      <C>                     <C>        <C>            <C>           <C>
Balances at
  December 31, 2005  25,096,070  $25,096     $9,891,799   $2,455,000    $(13,347,228)  $(975,333)

  Cash                4,925,000   4,925         126,075         -             -        131,000
  Professional fees   1,988,971   1,989         156,305         -             -        158,294
  Rights to a license 1,500,000   1,500         151,500         -             -        153,000
Debt discount fair
   value of warrants
   issued                 -          -          450,000         -             -        450,000
  Fair value of granted
   Stock options          -          -          364,000         -             -        364,000
Net loss for the year     -          -             -            -      (1,595,925) (1,595,925)
                     ----------  --------    -----------  ----------- ------------- ------------
Balances at
  December 31, 2006  33,510,041  $33,510    $11,139,679   $2,455,000  $(14,943,153)$(1,314,964)

Cash                  5,600,000   5,600         314,400         -             -        320,000
  Professional fees   8,087,500   8,087         517,238         -             -        525,325
  Returned Stock       (500,000)   (500)        (50,500)        -             -        (51,000)
  Rights to a license 2,500,000   2,500         167,500         -             -        170,000
  Cashless exercise
  of stock warrants   2,976,840   2,977          (2,977)                                     -

Debt discount fair
   value of warrants
   issued                 -          -          710,000         -             -        710,000
Net loss for the year     -          -             -            -       (2,031,891) (2,031,891)
                     ----------  --------    -----------  -----------  ------------- ------------
Balances at
  December 31, 2007  52,174,381  $52,174    $12,795,340   $2,455,000  $(16,975,044)$(1,672,530)
                     ========== =========    ===========  =========== ============= ===========

The accompanying notes are an integral part of these financial statements.
</table>
<page>F-5

                              RPM TECHNOLOGIES, INC.
                             STATEMENTS OF CASH FLOWS
                       Years ended December 31, 2007 and 2006

                                           Year ended    Year ended
                                          December 31,   December 31,
                                              2007          2006
                                          ------------   ------------
Cash Flows from Operating Activities
  Net Loss                                 $(2,031,891) $(1,595,925)
  Adjustments to reconcile net
    income to net cash provided by (used in)
    operating activities
      Depreciation, amortization and
         asset impairment                      155,543      165,987
      Interest expense on debt discount        298,182       80,900
      Compensation and consulting
        expense related to fair
        value of granted stock options               -      364,000
        Compensation and consulting expense
        related to common stock issuances      525,325      158,294
      (Increase) Decrease in
        Accounts receivable - trade and other  847,832     (698,162)
        Inventory                                    -       14,360
        Refundable deposits and other                -            -
      Increase (Decrease) in
        Accounts payable                       (33,856)     (97,877)
        Interest and other accrued
         liabilities                            63,087       26,153
        Accrued officers compensation          220,536      260,486
                                          -------------  ----------
    Net cash provided by (used in)
        operating activities                    44,758   (1,321,784)
                                          -------------  -----------
Cash Flows from Investing Activities

  Sale of Equipment                             69,006             -
  Purchase of property and equipment            (4,300)     (29,824)
  Deposits on equipment, advances and other   (639,979)     (526,750)
                                          -------------  ------------
    Net cash used in
     investing activities                     (575,273)     (556,574)
                                          -------------  ------------

Cash Flows from Financing Activities
  Cash received on term note                   710,000     3,000,000
  Principal payments on notes payable         (470,389)     (986,358)
  Proceeds from sales of common stock          320,000       131,000
  Deferred Loan Fees                           (31,000)     (126,500)
                                          -------------  ------------
    Net cash provided by (used in)
     financing activities                      528,611     2,018,142
                                          -------------  ------------

Increase (Decrease) in Cash and
   Cash Equivalents                             (1,904)      139,784
Cash and cash equivalents at beginning
   of period                                   551,688       411,904
                                          -------------  ------------
Cash and cash equivalents at end of period   $ 549,784     $ 551,688
                                          =============  ============

Supplemental Disclosures of Interest
    and Income Taxes Paid
  Interest paid during the period            $ 289,400     $ 351,941
                                             =========     ==========
  Income taxes paid (refunded)               $       -     $       -
                                             =========     ==========
Supplemental Disclosure of Non-Cash
  Investing and Financing Activities

Debt discount with corresponding
   increase to paid in capital               $ 710,000     $  450,000
                                             =========     ==========
Issuance of common shares for future
   services, and license net of return       $ 119,000     $  153,000
                                             =========     ==========
The accompanying notes are an integral part of these financial statements.
<page>F-6

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS


Note A - Organization and Description of Business

RPM Technologies, Inc. (the "Company") was incorporated on April 10, 1996 in
accordance with the laws of the State of Delaware as Mann Enterprise, Inc.

The Company is in business to develop, produce, market and sell plastic
pallets to various unrelated entities located throughout the United States,
Canada, Central and South America.  The Company has developed what it believes
is a proprietary process for the manufacture of plastic pallets at costs
comparable to those currently in use constructed of wood pallets which are
designed to meet current and future anticipated environmental standards,
encourage the preservation of trees and promote plastic recycling.

Expansion - Plastic Roofing Products

    The Company has expanded its operations to produce plastic roofing tiles and
subcontract to manufacture these tiles from a compression molding company. The
Company anticipates that its plastic roofing products will be a viable
alternative to more expensive traditional roofing products. The Company expects
its plastic roofing products to be priced lower than wood shake, slate and clay
tiles and it expects to price its plastic roofing products competitively with
other alternative roofing materials. The Company believes that its plastic
roofing tiles are considerably more durable than wood, slate or barrel tiles
made from traditional materials. The plastic roofing tiles have a life
expectancy of approximately 50 years, whereas natural tiles have a life
expectancy of approximately 20 years.

    The Company is offering a variety of roofing profiles and colors, including
customization options, to satisfy diverse requests. It offers
simulated slate in six colors, simulated cedar slate in four colors, simulated
Spanish tile in three colors, and simulated flat cement thatch in five colors.

    The Company believes that traditional roofing products are generally either
attractive or safe, but not both. It also believes that its roofing products
combine these two desirable characteristics and the Company aims to position its
products with distributors and suppliers, contractors and builders, architects,
and end- consumers as high-quality, durable, environmentally-friendly products
that add beauty and safety to virtually any structure at a competitive price.
The Company generated $189,000 in sales from its roofing tiles in 2007.

Note B - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America and
has a year-end of December 31.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and 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 differ from
those estimates.

Management acknowledges that it is solely responsible for adopting sound
accounting practices, establishing and maintaining a system of internal
accounting control and preventing and detecting fraud.  The Company's system of
internal accounting control is designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows of the Company for the respective periods being
presented

For segment reporting purposes, the Company primarily operated in only one
industry segment during the periods represented in the accompanying financial
statements and makes all operating decisions and allocates resources based on
the best benefit to the Company as a whole.

Note C - Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of business.  Through December 31, 2007, the Company had
incurred cumulative losses of $16,975,075.  In addition, as described in Note I,
certain term notes are in default and have been classified as current in the
balance sheet. The Company's successful transition to attaining profitable
operations is dependent upon obtaining financing adequate to fulfill its
development, marketing and sales activities and achieving a level of revenues
adequate to support the Company's cost structure.  Management's plan of
operations anticipates that the cash requirements of the Company for the next
twelve months will be met by obtaining capital contributions through the sale of
common stock and from current operations.  However, there is no assurance that
the Company will be able to fully implement its plan in order to generate the
funds needed to operate as a going concern.

<page>F-7

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note D - Summary of Significant Accounting Policies

1.  Cash and cash equivalents

The Company considers all cash on hand and in banks, certificates of deposit
and other highly-liquid investments with maturities of three months or less,
when purchased, to be cash and cash equivalents.

2.  Property and equipment

Property and equipment is recorded at cost and is depreciated on a straight-
line basis, over the estimated useful lives (generally 3 to 10 years) of the
respective asset.  Major additions and betterments are capitalized and
depreciated over the estimated useful lives of the related assets.
Maintenance, repairs, and minor improvements are charged to expense as
incurred.

3.  Research and development expenses

Research and development expenses are charged to operations as incurred.

4.  Income Taxes

The Company utilizes the asset and liability method of accounting for income
taxes.  At December 31, 2007 and 2006, the deferred tax asset and deferred tax
liability accounts, as recorded when material, are entirely the  result of
temporary differences.  Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting purposes,
primarily accumulated depreciation and amortization.

5.  Share-Based Payments

The Company utilizes the fair-value method of accounting for the payment for
goods and/or services with the issuance of equity shares in lieu of cash.

6.  Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing the net income (loss)
available to common shareholders by the weighted-average number of common
shares outstanding during the respective period presented in the Company's
accompanying financial statements.

Fully diluted earnings per share is computed similar to basic income
per share except that the denominator is increased to include the number
of common stock equivalents (primarily outstanding options and warrants).

<page>F-8

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note D - Summary of Significant Accounting Policies - Continued

7.  Earnings (loss) per share - continued

Common stock equivalents represent the dilutive effect of the assumed exercise
of the outstanding stock options and warrants, using the treasury stock method,
at either the beginning of the respective period presented or the date of
issuance, whichever is later, and only if the common stock equivalents are
considered dilutive based upon the Company's net income position at the
calculation date.

As of December 31, 2007, the Company had no outstanding stock options and
outstanding stock warrants to acquire up to 8,743,242 shares of common stock. As
of December 31, 2006, the Company had outstanding stock options to acquire up to
7,437,000 shares of common stock and outstanding stock warrants to acquire up to
4,875,000 shares of common stock. The Company's outstanding stock warrants are
anti-dilutive due to the Company's net loss position.

8. Accounts Receivable

The Company makes judgments as to the collectibility of accounts receivable
based on historic trends and future expectations. Management estimates an
allowance for doubtful accounts, which represents the collectibility of the
receivables. The allowance was $94,000 as of December 31, 2007 and $35,000 at
December 31, 2006.

9. Warranty Costs

    The Company sells products with warranties that they will be free of faulty
workmanship or defective materials and that they will conform to published
specifications or other specifications mutually agreed to with a customer. An
accrual for expected warranty costs results in a charge to the financial results
in the period recorded. This liability can be difficult to estimate and, if the
Company experiences warranty claims in excess of its projections, it may need to
record additional accruals, which would adversely affect the Company's financial
results.

    The Company allows only its distributors to exchange product for other than
warranty reasons. If the Company is unable to repair or replace a product
returned under warranty, it issues a credit for a warranty return. As of
December 31, 2007 and 2006 the Company did not require a warranty accrual.

10. Recently Issued Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, Fair Value
Measurements. SFAS No. 157 provides enhanced guidance for using fair value to
measure assets and liabilities. The standard also requires expanded disclosures
about the extent to which companies measure assets and liabilities at fair
value, the information used to measure fair value and the effect of fair value
measurements on earnings. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The Company does not expect the adoption of SFAS No.
157 to materially impact the Company's financial statements.

In February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities". SFAS No. 159 permits entities to
choose, at specified election dates, to measure eligible items at fair value
(the "fair value option"). A business entity shall report unrealized gains and
losses on items for which the fair value option has been elected in earnings at
each subsequent reporting date. The objective is to improve financial reporting
by providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. SFAS No. 159 is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2007. Early adoption is permitted as of the beginning of a fiscal year that
begins on or before November 15, 2007, provided the entity also elects to apply
the provisions of SFAS No. 157, "Fair Value Measurements".  The Company does not
expect the adoption of SFAS No. 159 to materially impact the Company's financial
statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations -
Revised, that improves the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. To accomplish
that, this statement establishes principles and requirements how the acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree, recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase, and determines what information
to disclose to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. The changes to current
practice resulting from the application of SFAS No. 141(R) are effective for
financial statements issued for fiscal years beginning after December 15, 2008.
The adoption of SFAS No. 141(R) before December 15, 2008 is prohibited. The
Company has not determined the effect, if any, that may result from the adoption
of SFAS No. 141(R) on its financial statements.

Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.

Note E - Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.

Interest rate risk is the risk that the Company's earnings are subject to
fluctuations in interest rates on either investments or on debt and is fully
dependent upon the volatility of these rates.  The Company does not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial risk is the risk that the Company's earnings are subject to
fluctuations in interest rates or foreign exchange rates and are fully
dependent upon the volatility of these rates.  The Company does not use
derivative instruments to moderate its exposure to financial risk, if any.

Note F - Stock Options

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure."  This statement amends SFAS No.
123(R) "Accounting for Stock-Based Compensation" and provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation.  This statement also amends
the disclosure requirements of SFAS No. 123 to require more prominent and
frequent disclosures in financial statements about the effects of stock-based
compensation.  The transition guidance and annual disclosure provisions of SFAS
No. 148 are effective for financial statements issued for fiscal years ending
after December 15, 2002.  Effective December 31, 2002, the Company's Board of
Directors, in conjunction with public opinion and SFAS No. 148, elected to
expense the imputed compensation cost related to stock options granted during
fiscal 2002.

Note G - Concentrations of Credit Risk

The Company maintains its cash accounts in a financial institution subject to
insurance coverage issued by the Federal Deposit Insurance Corporation (FDIC).
Under FDIC rules, the Company is entitled to aggregate coverage of $100,000 per
account type per separate legal entity per financial institution.  During the
years ended December 31, 2007 and 2006, the Company maintained deposits in
various financial institutions with credit risk exposures in excess of
statutory FDIC coverage.  The Company incurred no losses during 2007 or 2006,
or subsequent thereto, as a result of any unsecured bank balance.

<page>F-10

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note H - Property and Equipment

Property and equipment consisted of the following components at December 31,
2007 and 2006, respectively:

                                2007          2006         Estimated life
                            ------------ -------------    --------------
Molds, tools and dies       $880,101      $875,801           10 years
Production equipment         271,086       285,036        15-20 years
Computer equipment            10,632        18,157            3 years
Furniture and fixtures         5,874         5,874            7 years
                           -----------   -------------
                           1,167,693     1,184,868
Accumulated depreciation    (624,591)     (527,178)
                           -----------   -------------
Net property and equipment $ 543,102     $ 657,690
                           ===========   =============

Depreciation expense for the years ended December 31, 2007 and 2006,
respectively, was $105,582 and $121,407.

Note H - Note Payable

Note Payable consists of the following:
                                            December 31,  December 31,
                                                2007          2006
                                            ------------  ------------
$50,000 note payable to an individual.
Interest at 10.0% per annum. Principal
and all accrued, but unpaid, interest is
due at maturity in November 2002.
Unsecured.  During 2007, the Company and
the lender renegotiated the due date and
conversion terms of this debt whereby the
final settlement is deferred until January 3,
2009 and has a fixed conversion rate of $0.25
per share                                     $50,000       $50,000
                                             ==========    ===========
Note J - Term Notes

On June 23, 2006, the Company entered into a financing transaction whereby the
Company issued $3.0 million in principal amount of a secured term note due June
19, 2009 to Laurus Master Fund, Ltd. ("Note Purchaser") in exchange for gross
proceeds of $3.0 million in cash.  Of this amount, the Company paid
approximately $1.2 million to the Note Purchaser to repay amounts owed,
including interest and a prepayment penalty, under a Secured Convertible Term
Note held by the Note Purchaser. The Company also paid $126,500 in loan fees
associated with the loan financing. The Company also issued to the Note
Purchaser a warrant to purchase up to an aggregate of 3,750,000 shares of the
Company's common stock at an exercise price of $.001 per share.  The Company's
obligations under the financing are secured by a first priority lien over all of
its assets in favor of the Note Purchaser.  Using the Black-Scholes model debt
discount Company allocated $450,000 for the fair value of the warrants to debt
discount, which will be amortized to interest expense over the life of the loan
using the effective interest method. The secured term note bears interest at an
annual rate equal to the prime rate published from time to time in The Wall
Street Journal plus 3%. Monthly payments on the Note begin on January 2, 2007 in
the amount of $75,000 with a balloon payment due on the maturity date of the
Note. Monthly interest payments are due in arrears commencing August 1, 2006.
The above description is not a complete description of the material terms of the
financing, and is qualified in its entirety by reference to the agreements
entered into in connection with the financing which were included in the
Company's Current Report on Form 8-K filed with the U. S. Securities and
Exchange Commission on June 29, 2006.

On July 13, 2007, the Company and Laurus Master Fund,
Ltd. ("Laurus") executed a Securities Purchase Agreement dated that provided for
the issuance by the Company of a Secured Term Note in the aggregate principal
amount of $710,000 and the issuance of a Common Stock Purchase Warrant to
purchase up to 8,000,000 shares of Common Stock in exchange for aggregate
consideration of $710,000 in cash.

The Securities Purchase Agreement includes customary terms, conditions,
representations, warranties, covenants and agreements, including information
delivery requirements and covenants regarding the issuance of additional
securities. The Securities Purchase Agreement also provides for a right of first

<page>F-11

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note J - Term Notes - Continued

refusal on the part of Laurus in connection with subsequent financings that may
be conducted by the Company.

The Secured Term Note (the "Note") is due June 19, 2009 and accrues interest at
a per annum rate equal to the Prime Rate plus 3%. Accrued interest on the Note
is payable in arrears commencing July 13, 2007 and principal is payable
commencing June 1, 2008 in the amount of $59,167 per month with the balance of
all amounts owed payable upon maturity of the Note. The Company may prepay all
or a portion of the Note without bonus or penalty. The Note includes customary
events of default. In the event of a default, the Company is to pay additional
interest at a rate of 2% per month on all outstanding amounts owed under the
Note. In addition, in the event of a default, Laurus is entitled to accelerate
all obligations under the Note and require that the Company pay 110% of the
outstanding principal amount plus accrued and unpaid interest and all other
amounts owed under the Note. The Note also includes customary terms, conditions,
covenants and agreements.

A Common Stock Purchase Warrant (the "Warrant") issued with the note is
exercisable into an aggregate of up to 8,000,000 shares of Common Stock in the
amount of 4,800,000 shares at an exercise price of $0.01 per share, 800,000
shares at an exercise price of $0.02 per share, 800,000 shares at an exercise
price of $0.03 per share, 800,000 shares at an exercise price of $0.04 per
share, and 800,000 shares at an exercise price of $0.05 per share for an
aggregate exercise price of $160,000. Using the Black-Scholes model debt
discount Company allocated $710,000 for the fair value of the warrants to debt
discount, which will be amortized to interest expense over the life of the loan
using the effective interest method. The Warrant also includes customary terms,
conditions, covenants and agreements, including a net exercise provision for the
cashless exercise of the Warrant in the event that the shares underlying the
Warrant are not registered for resale within the time periods required under the
Registration Rights Agreement, as described further below.

An Amended and Restated Registration Rights Agreement provides that the
Company shall register for resale the shares of Common Stock underlying the
Warrant (and a warrant previously issued to Laurus on June 19, 2006 for the
purchase of up to 3,750,000 shares of Common Stock at a fixed exercise price of
$0.001 per share). The registration obligations require, among other things,
that the Company file an initial registration statement with the Securities and
Exchange Commission no later than 60 days from the issuance date of the Warrant
and cause the registration statement to be declared effective no later than 120
days from such date. The Company is required to pay all registration expenses,
including up to $15,000 for Laurus' legal counsel fees. The Amended and Restated
Registration Rights Agreement also includes customary terms, conditions,
covenants and agreements. The Company has not filed an amended registration
statement as required.

A Restricted Account Agreement provides that the amount of $679,000,
which represents the proceeds from the loan financing, less loan fees in the
amount of $31,000, will be deposited into a restricted account as security for
the Company's obligations under the Securities Purchase Agreement and related
agreements.  Laurus may submit a release notice to North Fork Bank in its
discretion, following which North Fork Bank is to promptly release the funds
stipulated in the release notice as directed by Laurus.

A Restricted Account Side Letter provides that Laurus is to deliver a release
notice to North Fork Bank to pay outstanding obligations owing by the Company to
Laurus under the Securities Purchase Agreement and related agreements as well as
the Company's previous Securities Purchase Agreement and related agreements with
Laurus entered into in June 2006 covering a loan of $3.0 million from Laurus to
the Company. Under the Restricted Account Side Letter, following complete
satisfaction of all such obligations, Laurus is to instruct North Fork Bank to
release any funds remaining in the restricted account to the Company.

The Company is in default on its obligations under the loans from Laurus but the
Company is in negotiations with Laurus to restructure the debt in order to allow
for the Company to continue to move forward and grow its business. Based upon
the default, the Company has classified the note as current.

<page>F-12

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note J - Income Taxes

As of December 31, 2007 and 2006 the Company had estimated net operating loss
carryforwards of approximately $9,700,000 and $8,300,000 to offset future
taxable income. Subject to current regulations, this carryforward will begin to
expire in 2018. The amount and availability of the net operating loss
carryforwards may be subject to limitations set forth by the Internal Revenue
Code. Factors such as the number of shares ultimately issued within a three year
look-back period; whether there is a deemed more than 50% change in control; the
applicable long- term tax exempt bond rate; continuity of historical business;
and subsequent income of the Company all enter into the annual computation of
allowable annual utilization of the carryforwards.

The Company's income tax expense (benefit) for the years ended December 31, 2007
and 2006 differed from the statutory federal rate of 34% as follows:

                                    2007          2006
                                ------------  -------------
Statutory rate applied to
 income before income taxes     $(690,000)    $  (543,000)
Increase (decrease) in income
  taxes resulting from:
  Nondeductible compensation
    expense and other              95,000         124,000
  Amortization of debt discount   105,000          24,000
  State income taxes                    -               -
  Other, including reserve
     for deferred tax asset
     and application of net
     operating loss
     carryforward                 490,000         395,000
                                ------------  -------------
      Income tax expense        $    -        $    -
                                ============  =============

Deferred tax assets and liabilities are as follows as of December 31, 2007 and
2006, respectively:

                                              2007          2006
                                          ------------  ------------
      Deferred tax assets
        Net operating loss carryforwards  $3,700,000    $2,431,000
        Less valuation allowance          (3,700,000)    (2,431,000)
                                          ------------- -------------
      Net Deferred Tax Asset              $        -    $        -
                                          ============  =============

For the years ended December 31, 2007 and 2006 the valuation allowance increased
by approximately $1,269,000 and $463,000, respectively.

The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, as of January 1, 2007. The Company has reviewed the status of
possible tax uncertainties through 2007. The Company's review did not result in
any uncertain tax positions requiring disclosure. Should the Company need to
record interest and/or penalties related to uncertain tax positions or other tax
authority assessments, it would classify such expenses as part of the income tax
provision. The Company has not changed any of its tax policies nor adopted any
new tax positions during 2007 and believes it has filed appropriate tax returns
in all jurisdictions for which it has nexus. This review included the Company's
net deferred income tax assets and valuation allowance.

<page>F-13

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note L - Common Stock Transactions

During 2006, the Company sold approximately 4,925,000 shares of common stock for
aggregate proceeds of approximately $131,000.

In January 2006, the Company issued 1,500,000 shares of common stock to an
accredited investor upon the exercise of an option with an aggregate exercise
price of $30,000, which was paid in cash.

In January 2006, the Company issued 500,000 shares of common stock to a
consultant and recorded an additional $42,500 in services expenses.

In February 2006, the Company issued 1,000,000 shares of common stock to an
accredited investor upon the exercise of an option with an aggregate exercise
price of $20,000, which was paid in cash.

In April 2006, the Company issued 800,000 shares of common stock to an
accredited investor upon the exercise of an option with an aggregate exercise
price of $20,000, which was paid in cash.

In May 2006, the Company issued 1,000,000 shares of common stock to an
accredited investor upon the exercise of an option with an aggregate exercise
price of $40,000, which was paid in cash.

In May 2006, the Company issued 551,471 shares of common stock to a consultant
and recorded an additional $2,344 in services expenses. In July 2006, the
Company issued 1,500,000 shares of common stock to acquire the rights to a
license to manufacture and sell plastic roofing tiles and recorded $153,000 in
other assets.

In August 2006, the Company issued 937,500 shares of common stock to a
consultant and an accredited investor upon the exercise of an option with an
aggregate exercise price of $37,500, which was recorded as a service expense.

In September 2006, the Company issued 625,000 shares of common stock to an
accredited investor upon the exercise of an option with an aggregate exercise
price of $25,000, which was paid in cash.

In March 2007, the Company issued 2,475,500 shares of common stock to a
consultant upon the exercise of an option with an aggregate exercise
price of $97,500.

In March 2007, the Company issued 2,500,000 shares of common stock to a
manufacturer to install equipment necessary for the production of plastic
pallets and recorded $170,000 as an expense.

In April 2007, the Company issued 1,500,000 shares of common stock to a
consultant for $60,000 in services rendered and recorded an additional $35,625
in services expenses for the fair value of the shares issued.

In April 2007, the Company issued 600,000 shares of common stock to an
accredited investor for $20,000 in cash.

In May 2007, the Company issued 1,000,000 shares of common stock to a group of
accredited investors for $30,000 in cash.

In June 2007, the Company issued 2,000,000 shares of common stock to a group of
accredited investors for $70,000 in cash.

In August 2007, the Company issued 2,530,879 shares of common stock to an
accredited investor upon a cashless exercise of a warrant, net of 25,300 shares
of common stock deemed tendered back to the Company upon the cashless exercise.

In August 2007, the Company issued 2,000,000 shares of common stock to a group
of accredited investors for $200,000 in cash.

In October 2007, the Company issued 1,650,000 shares of common stock to a
consultant for $90,000 in services rendered and recorded an additional $22,200
in services expenses for the fair value of the shares issued.

In November 2007, the Company issued 500,000 shares of common stock to a
consultant for $50,000 in services rendered.  In November 2007, 500,000 shares
were returned to the treasury and a credit of $51,000 was booked.

<page>F-14

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note L - Common Stock Transactions - Continued

In December 2007, the Company issued 445,961 shares of common stock to an
accredited investor upon a cashless exercise of a warrant, net of 4,460 shares
of common stock deemed tendered back to the Company upon the cashless exercise.

In December 2007, the Company issued 2,000,000 shares of common stock to a
consultant for $60,000 in services rendered and recorded an additional $110,000
in services expenses for the fair value of the shares issued.

Note L - Stock Options

2002 Stock Option Plan

On February 28, 2002, the Company filed a Registration Statement on Form S-8 to
register 300,000 shares of common stock to support the 2002 Stock Option Plan
(the "2002 Plan").  Under the 2002 Plan, the Company may grant options, from
time to time, to acquire shares of common stock to employees of the Company or
its subsidiaries.  In addition, at the discretion of the Board of Directors,
options to acquire common stock of the Company may from time to time be granted
under the 2002 Plan to other individuals, including consultants or advisors,
who contribute to the success of the Company or its subsidiaries and are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services shall not be in
connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market in
the Company's securities.

The purpose of the 2002 Plan is intended to aid the Company in maintaining and
developing a management team, and in attracting new personnel as needed and to
provide such personnel with an incentive to remain employees of the Company, to
use their best efforts to promote the success of the Company's business, and to
provide them with an opportunity to obtain or increase a proprietary interest
in the Company.  It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives
to have contributed to the success of the Company, or who are important to the
continued business and operations of the Company.

The 2002 Plan is administered by the Company's Board of Directors.   The Board
of Directors may further delegate administration of the 2002 Plan or specific
administrative duties with respect to the 2002 Plan on such terms and to such
committees of the Board as it deems proper.  The issuance of any options will be
approved as specified by the Company's Board of Directors.

The Board of Directors has initially allocated a total of 300,000 shares of
common stock to the 2002 Plan.  The number of shares of common stock subject to,
or issued pursuant to, options granted under the 2002 Plan may be increased or
decreased as the Board of Directors deem advisable.  At the time any option is
granted under the terms of the 2002 Plan, the Company will reserve for issuance
the number of shares of supporting common stock subject to such option until it
is exercised or expires.  The Company may reserve either authorized but unissued
shares or issued shares reacquired by the Company.

Each granted option shall have its term established by the Board of Directors,
or their designee, at the time the option is granted but in no event may such
term exceed five (5) years.   Once an option is granted, its term may be
modified only as provided for in the 2002 Plan and under the express written
provisions of the option.

On March 1, 2002, the Company granted options to purchase up to an aggregate of
280,000 shares under the 2002 Plan, to three consultants, providing various
management and financial consulting services.  These options were exercised upon
grant by the receiving parties as compensation for their respective services.

As of December 31, 2007, no options to acquire common stock under the 2002 Plan
were outstanding.

<page>F-15

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note M - Stock Options - Continued

2003 Stock Option Plan

On January 29, 2003, the Company filed a Registration Statement on Form S-8 to
register 700,000 shares of common stock to support the 2003 Stock Option Plan
(the "2003 Plan").  Under the 2003 Plan, the Company may grant options, from
time to time, to acquire shares of common stock to employees of the Company or
its subsidiaries.  In addition, at the discretion of the Board of Directors,
options to acquire common stock of the Company may from time to time be granted
under this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries and are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services shall not be in
connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market in
the Company's securities.

The purpose of the 2003 Plan is intended to aid the Company in maintaining and
developing a management team, and in attracting new personnel as needed and to
provide such personnel with an incentive to remain employees of the Company, to
use their best efforts to promote the success of the Company's business, and to
provide them with an opportunity to obtain or increase a proprietary interest
in the Company.  It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives
to have contributed to the success of the Company, or who are important to the
continued business and operations of the Company.

The 2003 Plan is administered by the Company's Board of Directors.   The
Board of Directors may further delegate administration of the 2003 Plan or
specific administrative duties with respect to this Plan on such terms and to
such committees of the Board as it deems proper.  The issuance of any options
will be approved as specified by the Company's Board of Directors.

Initially, the Board of Directors has allocated a total of 1,000,000 shares of
common stock to the 2003 Plan.  The number of shares of common stock subject
to, or issued pursuant to, options granted under the 2003 Plan may be increased
or decreased as the Board of Directors deem advisable.  At the time any option
is granted under the terms of the 2003 Plan, the Company will reserve for
issuance the number of shares of supporting common stock subject to such option
until it is exercised or expires.  The Company may reserve either authorized
but unissued shares or issued shares reacquired by the Company.

Each granted option shall have its term established by the Board of Directors,
or their designee, at the time the option is granted but in no event may such
term exceed five (5) years.   Once an option is granted, its term may be
modified only as provided for in the 2003 Plan and under the express written
provisions of the option.

As of December 31, 2007, no options to acquire common stock under the 2003 Plan
were outstanding.

<page>F-16

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note M - Stock Options - Continued

Other options - continued

On July 1, 2004, the Company issued Randy Zych, the Company's Chairman and
Chief Executive Officer, a fully vested three-year option to purchase up to
2,500,000 shares of restricted common stock at an exercise price of $0.50 per
share, exercisable until September 1, 2007.

On July 1, 2004, the Company issued Charles Foerg, the Company's President, a
fully vested three-year option to purchase up to 2,500,000 shares of restricted
common stock at an exercise price of $0.50 per share, exercisable until
September 1, 2007.

On October 15, 2005, the Company issued an option to purchase 5,000,000 shares
of restricted common stock to an accredited investor at an exercise price of
$0.02 per share, exercisable until November 1, 2006.

On April 17, 2006, the Company issued an option to purchase 5,000,000 shares
of restricted common stock to an accredited investor at an exercise price of
$0.04 per share, exercisable until April 16, 2007.

The following tables summarize all common stock options granted through the two
years ended December 31, 2007.

                                                            Weighted-average
                                                            price per share
                                                            ----------------
    Options outstanding at January 1, 2006    8,300,000           $0.70
      Issued                                  5,000,000           $0.04
      Exercised                              (5,862,000)          $0.03
      Expired/Terminated                              -             -
                                              ---------
    Options outstanding at December 31, 2006  7,437,500           $0.35
                                              =========

    Options outstanding at January 1, 2007    7,437,500           $0.35
      Issued                                          -               -
      Exercised                              (2,437,500)          $0.04
      Expired/Terminated                     (5,000,000)          $0.70
                                              ----------
    Options outstanding at December 31, 2007          0               -
                                              ==========

                  Options     Options     Options     Options
                  granted    exercised  terminated  outstanding Exercise price
2002 investors    3,100,000   2,500,000    600,000           -   $3.00 - $4.00
2002 officers     3,500,000         -    3,500,000           -   $0.50
2004 officers     5,000,000         -    5,000,000           -   $0.50
2005 investors    5,000,000   5,000,000      -               -   $0.02
2006 investors    5,000,000   5,000,000      -               -   $0.04
                 ----------   ---------  ---------   ---------
  Totals         21,600,000  12,500,000  9,100,000           -

<page>F-17

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note M - Stock Options - Continued

Year ended December 31, 2006
----------------------------
Expected life of the option:  The initial life of the corresponding option,
                              12 months.
Expected volatility in
  the Company's stock price:  300.0%, which was based on fluctuations of the
                              Company's stock price over the past fiscal year.

Expected dividends:           Zero (0.00) based on past performance

Anticipated risk free
   interest rate:             Estimated to be 6.0%.

This calculation resulted in approximately $364,000 being charged to
operations for the year ended December 31, 2006 for stock options issued during
the year.

The weighted-average fair value of options covering approximately 5,000,000
shares of common stock granted during the year ended December 31, 2006 for
which the exercise price was less than the market price on the grant date was
$0.08 and the weighted-average exercise price was $0.04.

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options, which do not have vesting restrictions and
are fully transferable.  In addition, option valuation models require the input
of highly subjective assumptions, including the expected stock price
volatility.  Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options.

Note N - Stock Warrants

On June 23, 2006, the Company issued a warrant to purchase an aggregate of up to
3,750,000 shares of the Company's common stock to Laurus in conjunction with a
$3,000,000 secured term note due June 23, 2006. The warrant expires on June 22,
2016. The warrants are exercisable at $0.001 per share. As of December 31, 2007,
the warrant was exercisable as to 743,242 shares of the Company's common stock.

On July 13, 2007, the Company issued a warrant to purchase an aggregate of up to
8,000,000 shares of the Company's common stock to Laurus in conjunction with a
$710,000 secured term note due June 19, 2009. The Warrant expires on July 13,
2017 and is exercisable as to 4,800,000 shares at $0.01 per share, as to 800,000
shares at $0.02 per share, as to 800,000 shares at $0.03 per share, as to
800,000 shares at $0.04 per share and as to a final 800,000 shares at $0.05 per
share. As of December 31, 2007, the warrant was exercisable as to all 8,000,000
shares.

As of December 31, 2007, there were warrants outstanding to purchase a total of
8,743,242 shares of the Company's common stock.

<page>F-18

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note O - Commitments

Executive Compensation

On September 1, 2002, the Company's Board of Directors ratified an Employment
Agreement with Randy Zych to serve as the Company's Chairman of the Board and
Chief Executive Officer.  The Agreement term was effective as of September 1,
2002 and initially expired on the third anniversary date of the Agreement with
automatic five (5) year extensions unless either the Company or Mr. Zych
provides a 180-day written notice not to continue the Agreement. This Agreement
provides Mr. Zych with an initial annual base salary of $125,000 per year,
payable in cash.  Each subsequent year's base salary is to be negotiated between
the Company and Mr. Zych in good faith; however, each subsequent year shall not
be at an amount less than the initial base amount of $125,000. Further, the
Company paid a signing bonus of 500,000 shares of common stock upon execution of
this Agreement.

On September 1, 2002, the Company's Board of Directors ratified an Employment
Agreement with Charles Foerg to serve as the Company's President. The Agreement
term was effective as of September 1, 2002 and initially expired on the third
anniversary date of the Agreement with automatic five (5) year extensions unless
either the Company or the President provides a 180-day written notice not to
continue the Agreement.  This Agreement provides the President with an initial
annual base salary of $85,000 per year, payable in cash.  Each subsequent year's
base salary is to be negotiated between the Company and Mr. Foerg in good faith;
however, each subsequent year shall not be at an amount less than the initial
base amount of $85,000.  Further, the Company paid a signing bonus of 500,000
shares of common stock upon execution of this Agreement.

As of December 31, 2007 and 2006, the Company had accrued approximately
$1,596,000 and $1,375,000, respectively, in earned but unpaid officer
compensation and expenses.

Building Lease

The Company terminated its lease of its administrative offices and plant
facilities on a long-term operating lease.  The lease was for a 61 month term
from December 1, 2004 through December 31, 2009.  The lease termination was
effective November 30, 2006.

On December 1, 2006, the Company's leased new office space consisting of 2,300
square feet at a rate of $2,500 per month for three years.

Minimum Lease Obligations

2008  -  $27,600
2009  -  $25,300

<page>F-19

  RPM TECHNOLOGIES, INC.
  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note O - Commitments - Continued

Total rent expense for the years ended December 31, 2007 and 2006 was $40,577
and $77,099, respectively.

Note P - Selected Financial Data (Unaudited)

The following is a summary of the quarterly results of operations for the years
ended December 31, 2007 and 2006.

               Quarter ended    Quarter ended   Quarter ended   Quarter ended
                  March 31,         June 30,      September 30,  December 31,
               -------------    -------------   --------------- --------------

2007

  Revenues        $768,435         $598,097        $407,772      459,630
  Gross profit      72,729          (27,176)        163,209        2,860
  Net loss        (520,218)        (491,553)       (361,415)    (658,705)
  Basic and fully
  diluted loss
  per share         $(0.01)          $(0.01)         $(0.01)    $ (0.01)
  Weighted-average
    number of shares
    issued and
    outstanding  34,766,985       40,924,464     45,501,520   50,152,761

 2006

  Revenues         909,644          732,071         627,043      658,907
  Gross profit     224,124           25,033          20,382       42,431
  Net loss        (104,807)        (745,626)       (341,858)    (403,634)
  Basic and fully
  diluted loss
  per share         $(0.00)        $(0.03)         $(0.01)        $(0.01)
  Weighted-average
    number of shares
    issued and
    outstanding  27,540,514        29,649,965      32,037,926  33,510,041

Note Q - Advances to RPM Roofing

During 2007 and 2006, the Company advanced funds to RPM Roofing to fund startup
operations related to establishing a manufacturing facility, updating formulas,
testing of products, development of sales/marketing plans, etc.

On January 8, 2008, the Company formally entered into a Joint Venture and
Manufacturing Agreement and a License Agreement with RPM Roofing, which
converted $500,000 of the advances to RPM Roofing into a licensing intangible
and $892,061 (out of $1,000,000 required) of the advances (as of December 31,
2007) to an investment in RPM Roofing. These agreements provide the Company a
license to sell roofing products as well as to provide the Company with
specified pricing and volume rebates if required purchases are made.

<page>F-20


                           INDEX TO EXHIBITS
Exhibit
Number      Description
--------    -----------
3.1         Certificate of Incorporation of the Registrant, as amended (1)

3.2         Bylaws of the Registrant, as amended (1)

10.1        Employment Agreement dated as of September 1, 2002 between the
            Registrant and Randy Zych (#)(2)

10.2        Employment Agreement dated as of September 1, 2002 between the
            Registrant and Charles Foerg (#)(2)

10.3        License and Royalty Agreement dated June 1, 2006 by and between RPM
            Technologies, Inc. and Gerald Edson (3)

10.4        Securities Purchase Agreement dated as of June 19, 2006 between RPM
            Technologies, Inc. and Laurus Master Fund Ltd. (3)

10.5        Secured Term Note dated as of June 19, 2006 in favor of Laurus
            Master Fund, Ltd. (3)

10.6        Common Stock Purchase Warrant issued as of June 19, 2006 to
            Laurus Master Fund, Ltd. (3)

10.7        Master Security Agreement dated as of June 19, 2006 between RPM
            Technologies, Inc. and Laurus Master Fund, Ltd. (3)

10.8        Securities Purchase Agreement dated July 13, 2007 between RPM
            Technologies, Inc. and Laurus Master Fund Ltd. (4)

10.9        Secured Term Note dated July 13, 2007 in favor of Laurus Master
            Fund, Ltd. (4)

10.10       Common Stock Purchase Warrant issued July 13, 2007 to Laurus Master
            Fund, Ltd. (4)

10.11       Amended and Restated Registration Rights Agreement dated July 13,
            2007 between RPM Technologies, Inc. and Laurus Master Fund, Ltd. (4)

10.12       Restricted Account Agreement dated July 13, 2007 by and among North
            Fork Bank, RPM Technologies, Inc. and Laurus Master Fund, Ltd. (4)

10.13       Restricted Account Side Letter dated July 13, 2007 between RPM
            Technologies, Inc. and Laurus Master Fund, Ltd. (4)

10.14       Joint Venture & Manufacturing Agreement dated January 8, 2008
            between RPM Technologies, Inc. and Black Dog Ranch, LLC dba RPM
            Roofing

10.15       License Agreement dated January 8, 2008 between RPM Technologies,
            Inc. and RD Associates, Ltd.

14.1        Code of Ethics for CEO, CFO and Senior Financial Officers

31.1        Certification pursuant to Section 302 of Sarbanes-Oxley Act of
            2002 - Chief  Executive Officer

31.2        Certification pursuant to Section 302 of Sarbanes-Oxley Act of
            2002 - Chief Financial Officer

32.1        Certification pursuant to Section 906 of Sarbanes-Oxley Act of
            2002
____________
(#) Management contract or compensatory plan, contract or arrangement required
    to be filed as an exhibit.
(1) Filed as an exhibit to the Registrant's Form 10 filed with the Securities
    and Exchange Commission on August 24, 2001 (Registration No. 000-31291) and
    incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB filed
    with the Securities and Exchange Commission on March 31, 2003 (File No.
    000- 31291) and incorporated herein by reference.
(3) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
    with the Securities and Exchange Commission on June 28, 2006 (File No.  000-
    31291) and incorporated herein by reference.
(4) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
    with the Securities and Exchange Commission on July 19, 2007 (File No. 000-
    31291) and incorporated herein by reference.

<page>31

                             SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized as of the 14th of April 2008.



                                          RPM TECHNOLOGIES, INC.

                                          By:     /S/ RANDY ZYCH
                                                  ----------------------------
                                                  Randy Zych
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)
                                                  and Chairman of the Board

    In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

Name                         Title                          Date


/S/ RANDY ZYCH          Chairman of the Board,          April 14, 2008
------------------      Chief Executive Officer
Randy Zych              (principal executive officer),
                        Acting Chief Financial Officer
                        (principal financial and
                        accounting officer), Controller
                        and Director

/S/ CHARLES FOERG       President, Secretary,
------------------      Treasurer and Director          April 14, 2008
Charles Foerg

<page>32



                               EXHIBITS

Exhibit
Number           Description
-------          -----------
10.9             Joint Venture & Manufacturing Agreement dated January 8, 2008
                 between RPM Technologies, Inc. and Black Dog Ranch, LLC dba RPM
                 Roofing

10.10            License Agreement dated January 8, 2008 between RPM
                 Technologies, Inc. and RDA Associates, Ltd.

14.1             Code of Ethics for CEO, CFO and Senior Financial Officers


31.1             Certification pursuant to Section 302 of Sarbanes-
                 Oxley Act of 2002 - Chief Executive Officer

31.2             Certification pursuant to Section 302 of Sarbanes-Oxley Act of
                 2002 - Chief Financial Officer

32.1             Certification pursuant to Section 906 of Sarbanes-
                 Oxley Act of 2002

<page>33