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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

(MARK ONE)
 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2003     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.)

                    21061 West Braxton
                      Plainfield, IL                         60544
          (Address of principal of Executive Offices)        (Zip Code)

Issuer's telephone number: (815) 293-1190

         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, no par value
                                (Title of Class)
_____________________

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 is not 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/A or any amendment to this Form 10-KSB/A. |  |

The Company's revenue for the twelve months ended December 31, 2003
was $1,492,310.

As of April 30, 2004, the number of shares outstanding  of the registrant's
only class of common stock was 14,894,156.

Transitional Small Business Disclosure Format (check one):YES |  | NO |X|

DOCUMENTS INCORPORATED BY REFERENCE: None.

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<page>1

                             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 a presence in the pallet
        market;

o       anticipated trends in our financial condition and results of
        operations;

o       the impact of the continuing threat of terrorism and the responses
        to such threat by military, government, business and the public;
        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 of Financial
Condition and  Results of  Operations," 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.

RPM Technologies, Inc., formerly known as Mann Enterprise, Inc. (the
"Company") was incorporated in the state of Delaware on April 10, 1996. The
Company did not conduct material operations until March 17, 2000, when it
acquired RPM Technologies, Inc., a Colorado corporation ("RPM"). RPM became
a subsidiary of the Company pursuant to a stock-for-stock exchange when the
Company exchanged 11,000,000 million shares of its common stock for 100% of
RPM. On April 17, 2000, the Company collapsed the RPM subsidiary when RPM
was merged into the Company, and the Company adopted its current name, RPM
Technologies, Inc.

RPM has engaged in the business of developing, producing and marketing
plastic pallets since its inception in December 1997.

<page>2

B. Business

Overview

The Company is in the business to develop, produce, market and sell plastic
pallets and other material-handling products to various unrelated entities
located throughout the United States, Canada and South America.  The Company
subcontracts for the manufacture of its plastic pallets with large injection,
extrusion and compression molders on a competitive bid basis. These
manufacturers are selected on the basis of their equipment and manufacturing
capabilities. The Company supplies them with the molds and resins that it has
developed for specific product applications.

At the Company's direction, these manufacturers utilize a proprietary
processing system of producing stronger, more desirable and more cost-
effective plastic pallets than other pallets currently on the market today.
The Company's pallets are made from recycled plastic material and overcome
many of the drawbacks associated with wood pallets, such as limited
durability, heaviness, the potential for injuries caused by puncture wounds
from nails and environmental concerns.

Since its inception, the Company has been principally involved in research and
development of its products and the development of markets for its products.
Until the first quarter of 2001, the Company had no substantial operations or
substantial assets and was considered to be in the development stage.  During
the second quarter of 2001, the Company began direct sales of its plastic
pallet products. During second quarter of 2001, the Company left the
development stage and established itself as a going concern.  For segment
reporting purposes, the Company 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.

The Company continues to experience increasing demand and sales of its plastic
pallet products.  As of the date of this filing, the Company has received, and
continues to receive, purchase orders from such well-known companies as
Toyota, Goodyear, Dow Chemical, Exxon-Mobil, Kraft, Sara Lee, Armstrong World,
Smurfit-Stone, Federal Mogul, 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.  It is anticipated that these customers will maintain
their position as key accounts in the Company's customer base.

Reorders received from these accounts confirm acceptance of the Company's
products in the marketplace.  The Company also receives inquiries from all
parts of the US, Canada, Europe and the Middle East.  Several large contract
purchases of RPM plastic pallets, which we anticipate will account for several
million dollars in revenues, continue to be pending with international
shippers in India, Saudi Arabia and South America.

The Company continues to promote its line of material-handling products
through internet marketing and promotion with six different optimized
websites, each directed to a specific market segment. During 2nd quarter 2004,
the Company will implement advertising, public relations and sales promotion
programs designed to broaden market awareness and reach markets not accessible
through e-commerce promotion alone. Primary emphasis is placed on the
Company's standard and custom plastic pallets lines. Recently added new
products give the Company additional depth and enable sales to existing
customers that might have otherwise been lost to other vendors.

<page>2

To further buttress international sales efforts, the Company established
distributors in Australia, New Zealand and Canada.  Management expects their
contributions to sales to be significant during 2004, but cannot accurately
forecast revenues from these sources until a trial period has been
successfully completed.

The Company's aggressive entry into the custom plastic pallet market segment
continues to add sales volume and profit.  There is only one major competitor
in this marketplace and management believes that its product line is better
and less expensive than theirs.  Custom plastic pallet sales increases have
necessitated the enlargement of production facilities.  New molds and
extrusion lines will be installed in the Iowa facility during 1st quarter
2004, which will automate the production and assembly of plastic wood
components.  These enhancements will reduce costs and increase operating
efficiency.  Custom-size plastic pallet sales have increased principally among
exporters that had previously used wood but are now required to switch to
alternate materials due to requirements imposed by 90 foreign countries.

Management developed a breakthrough in the technology and production of a non-
slip custom plastic pallet.  Management believes that the Company is the first
to bring such a product to the market.  Initial sales of non-slip pallets were
made to Toyota and Thyssen Steel.

In the 3rd quarter 2003, the Company added three experienced sales agents who
have significant experience and contacts with users of material-handling
products. These sales agents have been performing at optimal levels. Two
additional agents were added in the 4th quarter 2003.  In early 1st quarter
2004, the Company will add an established field sales organization that
travels twenty-nine (29) sales persons in the Midwest, East and Southeast
regions of the US. This will significantly enhance sales coverage while
complimenting advertising and promotion activities during 2004.

The Pallet Industry

The size of the pallet industry has been difficult to gauge due to a lack
of standard information. However, we estimate that 1.5 billion wood pallets
are currently in use in the United States with approximately an additional
400 million new wood pallets purchased each year.

Wood pallets currently comprise the vast majority of the entire pallet
industry.

The pallet industry has experienced significant change and growth during
the past several years as businesses seek to improve the logistical
efficiency of their manufacturing and distribution systems. With the
adoption of these systems, expedited product movement has become
increasingly important. We believe damage caused by faulty wood pallets
resulting in material losses to wood pallet users and also results in loose
splinters and nails contributing to employee injuries. The durability of
plastic pallets, therefore, may provide the Company an edge in this market.

Pallet Users

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.

<page>3

Types of Pallets and Related Services

Pallets come in a wide range of shapes and sizes, depending on the purpose
and use. However, the grocery industry, which accounts for about one-third
of the demand for new pallets, uses a standard 40" x 48" pallet, and 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 (9) blocks
between the pallet decks allowing for 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. "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.

The Company has successfully developed the following types of pallets,
which are now being offered for sale to markets throughout North America:

 o      Our Heavy Duty Nestable Pallet measures 40" x 48" and can
        handle a 10,000 lb. static load capacity and a 2,400 lb. dynamic load
        capacity.  One-piece construction insures durability and ease of use
        with true four-way forklift and pallet jack entry.  Our stable
        Plastic Pallet is nestable at a 2:1 ratio.

 o      Our Plastic Beverage Pallet can handle 30,000 lb. static
        load and 3,000 lb. dynamic load.  It has four-way forklift entry and
        measures 44" x 56".

 o      Our Plastic Utility Pallet is an all-purpose pallet that
        measures 40" x 48", has a static load capacity of 15,000 lb. and a
        dynamic load capacity of 2,500 lb.

 o      Our Rackable Pallet has 40" x 48" dimensions and has load
        capacities of 15,000 lb. static and 3,000 lb. dynamic.

We have the capability of producing 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. Such
modifications typically result in an approximate 10% surcharge. Special
standard features include a non-slide, sure-grip surface and bottom texture
to eliminate sliding pallets and shifting loads. An interlocking, nesting
feature saves space and facilitates easier shipping and storage.
Strategically placed drainage holes enable easy cleaning. Undesirable
characteristics such as leeching, color-transfer and odor retention do not
exist with our pallets.

We are currently in the final stages of design and engineering of four (4)
additional pallets, including two (2) rackable pallets and one specifically
designed for the automotive industry.

We also manufacture custom-size pallets that are made of plastic stringers
and deck boards.  These pallets can be made in sizes up to 90" in length
and width.  This segment of the business is growing due to requirements
imposed upon exporters to use other than soft-wood packaging materials for
export. Components for custom-size plastic pallets are produced from
extrusion and compression molds.  The Company acquired ten (10) extrusion
molds to produce this custom line, as featured on our website
www.plasticwoodpallets.com.

<page>4

Outsourced Manufacturing

RPM does not own or operate any manufacturing facilities. All manufacturing
and assembly of our pallets is outsourced and currently achieved by two
independent contractors, Polytec Manufacturing, Inc., in Wheaton, Minnesota,
and ERP Inc. in Liberty City, Iowa. Each company utilizes large- scale
industrial facilities, replete with a variety of presses and equipment. We own
our own pallet molds and have Polytec and ERP use them in production.

Our contractual relationship with Polytec and ERP is, in our opinion,
customary in the plastic molding field and provides an ability to utilize
other manufacturers if sales volumes increase or other factors dictate. We
have the right to engage other 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 different areas. Polytec and ERP and others from whom we have
received quotes have agreed to manufacture our pallets at a fixed price per
pallet. Polytec and ERP have given us a firm quote to manufacture our
pallets, but we do not have a formal binding contract, which we believe is
normal and customary in the molding industry.

We have made preliminary arrangements, but are still in the negotiation
stage, with certain other injection molders and manufacturers who have
indicated their willingness to devote one or more of their injection
molding machines to the manufacture of our products. We will only enter
into additional contracts when we accept their unit price, delivery terms
and ability to utilize our technology, and this contract will be a firm
quotation for producing our pallets.

Outsourcing allows us to avoid numerous costs associated with managing and
operating a manufacturing facility. Outsourcing has also significantly
reduced our start-up costs. For example, the costs of our molds were
approximately $400,000, which is much less than the typical $5-10 million
required to build a facility suitable to accommodate injection molding and
manufacturing.

A disadvantage with outsourcing is the lack of complete control over the
manufacturing process and the facility. The inability to oversee unique
client demands may compromise our operations. While we have not experienced
any of these problems thus far, such problems may occur in the future. In
the event we face these problems, we intend to resolve them by providing
our existing molds to other contract manufacturers who will then serve our
manufacturing needs. The only form of control we possesses over Polytec is
its contacts with a number of other similarly situated contractors located
in Illinois, Ohio, Kansas, Indiana and Canada who are ready, willing and
able to replace Polytec, if, for example, Polytec does not perform to our
satisfaction.

Raw Materials; Recycling

Our pallet manufacturers, Polytec and ERP, order raw materials that the
Company specifies as appropriate for molding its products. There is no
shortage of recyclable material and no shortage is anticipated. Major
recyclers, large hospital corporations, local government officials, major
manufacturers and other public and private organizations are enthusiastic
at the prospects of a local market for recyclable plastic and have
expressed interest in providing raw materials to us. The volume of plastics
these organizations generate far exceeds our requirements. These materials
are purchased at rates ranging from $0.05 to $0.32 a pound. In some cases,
these materials are obtained at no charge, with costs limited to cartage
and processing.

<page>5

Unique Competitive Advantages

We believe our processing and manufacturing techniques are in the forefront
of existing technology and we will therefore be able to outperform our
competition.

Our advantages are discussed in three categories: (i) our processing and
manufacturing advantages; (ii) the advantages of our proprietary plastic
pallet as compared to other pallets; and (iii) a cost - benefit discussion
of the price of our pallets compared to wood pallets and other plastic
pallets.

Processing and Manufacturing Advantages

Our system's ability to accept plastic material from a variety of sources
ensures an abundant supply of low-cost raw materials. We have compared our
prices with those of our competitors and have found that our prices are
significantly lower in cost. We are capable of charging a lower priced
plastic pallet than our competitors because (1) we sub-contract for our
manufacturing in rural areas where utility costs are lower and we purchase
pallets at a fixed cost, (2) we use only recycled plastic resins which we
specify to our molder, which is considerably less expensive than virgin
resin, (3) our designs feature lightweight construction, which translates
into less cost per pallet based upon resin content, (4) our blend of
recycled resins and additives contributes to predictable and consistent
quality, and (5) cycle time efficiency based upon state-of-the-art molding
equipment.

We believe the conversion feature of its pallet enables the 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 manufacturing process is cost-effective because it enables contract
manufacturers to accept raw materials in a variety of forms, including
regrind, post-industrial scrap, post-institutional recyclable plastic, and
off-grade virgin resin. Quality control is assured by an ongoing
measurement of resin content, ensuring that each batch conforms to our
resin specifications.

Our pallets are based upon proprietary designs that enable the molder 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. It reduces melt viscosity and acts as a
wetting agent for inorganic substances.

The thermoplastic additive is purchased by our contract manufacturers,
which use the additive in molding the pallets. We have no legal rights to
the additive. As additives with similar attributes to the one used by our
contract manufacturer are readily available. We are not heavily dependent
on this additive.

<page>6

Tests on the thermoplastic additive performed by us under laboratory
conditions have indicated a marked improvement in bonding. The additives
used by us 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 of superior strength and durability.

The Company and its independent manufacturer keep abreast of developments
in the additive field and evaluate new additives to determine their
effectiveness and applicability to our manufacturing process.

Product Development

The Company has identified a viable market for a 48"X48" plastic pallet with
applications in the pharmaceutical industry.  The Company has completed
preliminary designs and field tested the concepts. The Company has entered
into negotiations with two large potential users that currently purchase
18,000 of these pallets annually. Management will produce a mold for this
application and expects to market the product in 3rd quarter 2004.  This mold
will be designed to also produce a 45"X48" version, which has widespread
application in the automotive industry.

In 2002, the Company purchased six (6) extrusion molds, which are used to
manufacture components for its custom-size plastic pallets.  Management, in
conjunction with its 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 the Company's plastic-parts business.

In January 2000, the Company purchased the rights to a pallet related product
for $1,100 cash. Additionally, upon successful development of the product and
marketplace acceptance of the product, the Company is obligated to issue 5,000
post-reverse split shares (25,000 pre-reverse split shares) of unregistered,
restricted common stock.

As of December 31, 2003, the Company has completed some initial market demand
studies and remains in the research and development phase on this product. No
identifiable market demand has been recognized and no sales have been made. In
September 2003, the Company issued 35,715 shares of restricted, unregistered
stock to complete this transaction to avoid threatened litigation over alleged
non-performance on the part of the Company related to the utilization and
marketing of this product. In the event that the Company can successfully
bring this product to market, the Company will be liable for a royalty payment
of approximately $7.50 per unit sold.

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 to $7,
constitute a market estimated at $6 billion in annual sales in the US alone.
Management believes that a 40"X48" plastic pallet, which could be sold for a
near equal amount would capitalize on the ongoing revolution of shippers that
are switching from wood to plastic. In conjunction with its consulting
engineers and manufacturing chemists, the Company is exploring ways to produce
such a pallet and bring it to the market in late 2004 or 2005.

<page>7

Product Advantages

We have compared the weight of our nestable pallet weighs and it 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.

As shipping costs are usually calculated on the basis of weight, shippers
that use plastic pallets immediately realize significant freight and
shipping savings. This occurs because a typical truckload of packaged goods
being shipped contains 30 pallets. Thirty wood pallets, each weighing 45
pounds, together weigh 1,350 pounds, whereas 30 plastic pallets, each
weighing 20 pounds, collectively weigh 600 pounds. Therefore, for each
truckload being shipped 750 pounds are saved, which results in reduced
shipping and freight costs.

The interlocking, nesting feature also permits more of we pallets to be
shipped in a container or trailer. Wood pallets are typically stacked one
atop the other with no accommodations for nesting. Additionally, our
pallets will be specifically designed to eliminate sharp edges, burrs and
other protuberances that make wood pallets difficult to handle and cause
worker injuries.

Our pallets are worker friendly. Our plastic pallets are lightweight and
molded with smooth surfaces. Many workmen's compensation claims are known
to arise from handling wood pallets. 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 pallets.

Finally, our pallets are environmentally friendly and contribute to the
nation's recycling efforts. The use of plastic allows us to recycle older
pallets and save on disposal costs. Disposal costs, not only to us, but
also to society in general, are reduced because plastic waste does not
always end up in landfills. On the other hand, wood pallets deplete our
forests and present a serious disposal problem for many communities.

Additionally, wood pallets have been identified as harboring vermin,
bacteria and insects. In contrast, our pallets resist contamination and can
be easily cleaned. They are scuff-resistant and will not leech, absorb
odors or lose color.

Cost - Benefit Analysis

Plastic pallets have not significantly penetrated the pallet market, due in
part to their cost. Heavy-duty plastic pallets typically cost $45-$100,
whereas new heavy-duty wood pallets typically cost approximately $20 and
less sturdy wood pallets typically cost $8-$11. Based on results of a
Company telephone survey of 25 plastic pallet manufacturers, the price of
our pallets, ranging between $15-$39, is significantly below the industry
average.

As stated in Pallet Enterprise, October 1997, wood pallets would only make
approximately seven trips before repair or recycling is required. A trip,
or cycle, is defined as the movement of a pallet under a load from a
manufacturer to a distributor (or from a distributor to a retailer) and the
movement of the empty pallet back to the manufacturer. Heavy-duty plastic
pallets, as currently manufactured, have a useful life of approximately 75
trips. As such, we predict that as the price of plastic pallets decreases
as a result of improved technology or sales volumes, an increasing number
of users will switch from wood to plastic.

<page>8

With an average selling price of $15 or less per pallet, depending on the
quantity ordered, nestable pallet competes directly with Grade One wood
pallets and is considerably less than most plastic pallets currently being
produced. The same is true for the rackable pallet. When evaluating pallet
cost, our plastic pallet initially costs more but, its value lies in the
cost per trip concept, where it is much less expensive on a per shipment
basis. For example, a grade one wood pallet, which typically costs about
$10.00, is useable for six or seven trips. Plastic pallets are much
stronger and more durable and will often last for 75 trips. Pallet
Enterprise, October 1997, estimates that a wood pallet makes approximately
five trips before needing repair while a plastic pallet would make 75 such
trips. An example of the cost per use of plastic pallets relative to wood
pallets is outlined in Pallet Enterprise. Applying the same analysis to our
pallets yields a similar result.

Our nestable pallet will cost shippers approximately $15 per pallet. The
pallet will be sold for $14 FOB plant of origin. Adding $1 to each pallet
as a freight factor, resulting in an end-selling price of $15. On the basis
of cost-per-trip, which is one of the criteria many shippers consider, a
wood pallet costs shippers $1.43 ($10 divided by 7) per trip, while our
plastic pallet costs a relatively small $0.20 per trip ($15 divided by 75).

This significantly lower cost per use is a distinct advantage for our
products.

It is common for businesses that use pallets to ship goods and never
receive the pallet back or receive any value for the pallet. As a result,
many of these businesses view pallets as a shipping expense rather than a
usable asset. We believe that our recycle program, which provides credit
when our clients return broken or unusable plastic pallets, will improve
the level of service and will reduce the complexity of managing the
sourcing, retrieval and repair of pallets for these multi-location
companies. We expect this, in turn, to enable pallet users to view pallets
as an asset to be retained rather than an expense to be incurred.

Sales and Marketing

RPM sells a nestable plastic pallet for approximately $14 to compete
directly with grade one wood pallets and other plastic pallets that range
in price from $25 to $50. Field response to this offering has been
excellent. Current sales and marketing activities to promote this offering
include an enhanced website that features the RPM link in the top three
positions on virtually all search engines. Early response to this promotion
has resulted in a steady flow of leads and inquiries. Management will
implement its advertising and marketing programs to further promote this
program when funds are available.

Management has recently formed a strategic partnership with Decade
Products, LLC, Grand Rapids, Michigan. Decade manufactures containers and
bins. Decade will represent RPM as a master distributor for the RPM 40"X48"
plastic pallet. This business relationship will result in increased
distribution and sales of RPM plastic pallets through forty (40) of
Decade's existing sub-distributors.

RPM has also formed a strategic business relationship with Northern
Plastic, Inc., a Wisconsin manufacturer of plastic accessories and
containers. Management is currently negotiating a relationship that will
enable RPM to acquire existing plastic material-handling products
manufactured by Northern and add them to RPM's product line.

<page>9

Sales Agents & Distributors

RPM has identified and appointed a number of sales agents and distributors
that will present RPM's product line to a wide variety of shippers
throughout most of the US. RPM has agreements with distributors in the
Chicago area, Florida and Michigan. All of our sales agents are independent
contractors that sell our products on a commission basis, which reduces
overhead.

Distributors are intermediaries that resell our products to their customers
on a commission basis.

All sales agents and distributors for are independent contractors who have
signed our standard independent contractor's agreement.  They bear all
expenses unless otherwise agreed upon by us and are paid commissions that
range from 5% to 10% of gross sales made by their organizations. Each
independent contractor agreement outlines the sales agent's duties and
areas of responsibility and specifies what we offer in return. The term of
such agreement is normally five (5) years. We can cancel the agreement at
any time for non-performance with no obligation of any kind aside from
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. This includes a confidential price list that
establishes pricing for various classes of buyers. We anticipate providing
each distributor with a protected territory and will refer all queries from
users within such territory to this local distributor.

Leasing Option

We have also formed a relationship with a leasing company to provide pallet
leasing. Some large shippers prefer leasing pallets as opposed to buying
them, and by offering the lease option, we believe it can increase pallet
orders. We have made informal arrangements to offer leasing terms to
shippers through this leasing company. Pursuant to the terms of this
arrangement, we would receive the full purchase price for the pallets, less
a minor discount, at the time they are delivered. The lessee will make
monthly payments to the leasing company, which would include interest for
the lessor's efforts, for the term of the lease. In the event the lessee
breaches the terms of the lease, only the leasing company will seek
recourse as we have no interest whatsoever in such lease.

We have no formal agreement with the leasing company, cannot assure that
any lease agreements will be executed, and will have no recourse against
this leasing company in the event it decides against undertaking any lease
agreements relating to our pallets. We are, however, confident this leasing
company will continue its interest in handling leases for our products
because securing leases is its normal business.

Recycle Program

We have established a recycle program in an effort to increase sales by
granting credit to customers who return unusable or damaged pallets. When
the Company delivers new pallets to a client in truckload quantities, the
Company agrees to accept and dispose of the client's unusable plastic
pallets, irrespective of the condition of such pallets.

<page>10

Because an unusable plastic pallet possesses valuable resin content,
plastic pallets can be recycled by regrinding and remolding. In determining
the amount of credit provided to a customer, we estimate the current market
price for un-ground plastic parts, deduct the freight charges to ship it to
a grinder and credit the customer with a portion of the balance valid on
its next order.

For example, if a customer returns 100 pallets at 20 lb. per pallet, when
the price of recyclable resin is $0.20 per pound, he would receive a $400
credit on his next purchase (100 pallets X 20 lbs./pallet = 2,000 X
$0.20/lb of resin = $400). The Company will accept any plastic pallet the
customer elects to return, regardless of how long it has been in use, who
produced it or its condition.

The Company's agreement to recycle its customers' used pallets is not part
of a specific contract. However, the Company views this agreement as non-
negotiable and as if such agreement does provide the Company with the right
to reject these returns. The policy is followed because the resin contained
in all pallets, including unusable, returned plastic pallets, is a required
element of the Company's plastic pallets. Accordingly, the Company obtains
a required raw material and provides a disposal service to its clients, at
inherently financially attractive terms. Only in the extremely unlikely
event that the market for recyclable plastic completely collapsed, would
the Company consider revising its policy to grant credit for returned
pallets.

Trial Order Program

The Company offers potential customers a trial order. This occurs when a
large pallet user wants to try the Company's pallet in actual warehouse
conditions before it commits to a larger purchase. The Company
conditionally sells the prospect a small number of pallets at the truckload
price and invoices the prospect, with payment contingent upon subsequent
acceptance. We receive payment for the trial order only if the customer
orders additional pallets and the customer is also billed for the trial
order. If the prospective customer decides against using the pallets, there
is no charge for the initial order. The Company retrieves pallets that are
not acceptable to the shipper.

Directed Marketing Plans

In the 2nd and 3rd Quarters of 2004, contingent upon adequate funding, the
Company plans to effect the following marketing activities, which are set
forth in order of importance. Therefore, the first activity listed is
believed to be the most important to the Company and is scheduled to be
effected as soon as sufficient funding or revenues are secured, which may
never happen:

o       launch a targeted direct mail program to pallet buyers in a wide
        cross-section of industries in the U.S. and Canada.  Recipients'
        names will be given to our sales agents for follow-up.

o       produce a video presentation of our pallets, featuring their
        characteristics and benefits, summarizing test results, and showing
        the pallet subjected to a variety of in-use tests. Computer-
        generated graphics, in tape and CD ROM formats, will show the
        pallet in actual application situations. This will be part of the
        sales kit used by sales agents and Company management in making
        sales presentations. Join selected trade organizations that serve
        the material handling industry, and participate in national and
        international trade shows.

<page>11

o       place trade advertisements in selected trade journals that are
        circulated to materials handling personnel, plant managers and
        purchasing agents. Following additional funding, an advertising
        agency will be retained to provide these services.

o       sponsor seminars and/or trade conferences in key markets where
        purchasing customers will be invited to luncheon presentations on
        contemporary materials handling and shipping techniques. Our
        pallets will be featured, showing the savings realized by shipping
        goods on the lighter, more durable plastic pallet.

o       conduct an in-house telemarketing program to contact prospective pallet
        buyers. Leads generated from this medium will be referred to the
        appropriate sales agents and distributors.

o       prepare technical bulletins and manuals that present and illustrate the
        features of our pallets.

o       implement a high-tech customer service department that will provide
        technical information through our toll free telephone numbers.

o       retain a public relations firm or publicity agent to generate
        product-use stories and features in selected trade and business
        publications.

o       prepare press kits with photo-caption stories and reprints of these
        stories will be used in direct mail campaigns and agents sales kits.

o       promote our websites, www.rpmplasticpallets.com,
        www.rpmtechnologiesinc.com and www.plasticwoodpallets.com, which
        were designed to function as interactive, e-commerce-ready sites.

Proprietary Technology

The Company's manufacturing and plastic pallet processing systems and their
development efforts involve confidential operating systems and procedures,
which are considered proprietary information owned by the Company, even
though they are not considered by the Company to be capable of patent
protection.

The Company believes it has intellectual property rights in its pallet
processing system, although it has no verification of such, and can give no
assurances that the processing system can withstand any threat of
infringement. These rights are protected by non-disclosure and non-
competition agreements, which have been executed by the Company's 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 the written consent of the Company.

Competition

The Company will compete directly with manufacturers of wood and plastic
pallets through its marketing program that educates, informs and clearly
delineates the superiority of its pallets versus a traditional wood pallet.

Despite the Company's perceived competitive advantages, the plastic and
wood pallet markets, and the market for materials handling and related
services are extremely competitive, and there are no substantial barriers
to entry.

<page>12

The Company has identified approximately thirty-five companies that are
currently producing some type of plastic pallet, and the Company expects
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 is thought to result in higher costs and
prices. Two direct competitors producing large-scale plastic pallets
include Orbis, Inc. in Oconomowoc, Wisconsin, and Buckhorn, Inc. in
Milford, Ohio.

There are currently several Fortune 1000 companies engaged in the
production and sale of wood and plastic pallets. The Company believes that
its ability to compete successfully depends on a number of factors,
including the availability of capital, the quality of its supplier
services, the Company's ability to make acquisitions of other plastic
and/or pallet-producing companies, the pricing policies of its competitors
and suppliers, and the ability of the Company to establish co- marketing
relationships and general economic trends.

One of the major competitive factors looming against the Company's success
is the predominance of wooden pallet usage. First, wood pallets are less
costly than plastic pallets. Shippers using one-way wooden pallets that are
not required to use grade one pallets are primarily concerned with initial
pallet cost. We cannot compete effectively with this market segment. We
can, however, compete with shippers required to use grade one pallets. For
this reason, the Company will focus its marketing efforts on closed loop
distributors that benefit most from long pallet life. 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. Damaged pallets that are to be returned
to the Company are stockpiled in the central warehouse and eventually
picked up by the Company to be recycled. The closed loop distributor
receives recycle credits on future orders for damaged pallets returned to
the Company.

The second major factor we must overcome is the long-term relationships
existing wood pallet manufacturers have developed with their customers.
This will require the Company to focus on marketing the perception that the
Company will be a long-term supplier of material management products and
that it will be a reliable source for their customer s pallet requirements.

Employees

The Company currently has three (3) full time employees and/or officers and
one part-time employees and/or officers. These employees are experienced in
materials handling and plastic pallet  operations. These employees are
involved in executive, corporate administration, operations and sales and
marketing functions. We also use 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 achieved.

Item 2. Description of Property

The Company has no corporate office space under lease at this time. The
Company's principal executive office address is 21061 West Braxton,
Plainfield, Illinois. This address and telephone number is provided by
Charles Foerg, an officer and director of the corporation. Management
considers the Company's current principal office space arrangement adequate
until such time as the Company consolidates its office and warehouse space
as it achieves its business plan goals.

<page>13

The Company conducts its operations from the separate personal offices of
Randy Zych, the Chairman and Charles Foerg, the President. No formal lease
agreement exists for the use of these offices. During 2003, the Company paid
the officers an aggregate approximately $61,900 for the use of these offices
and reimbursement of Company expenses paid personally on behalf of the
Company.

The Company also occupies approximately 6,000 square feet of warehouse and
assembly space located in Plainfield, Illinois, approximately 5 miles from
the office, where it assembles custom-size plastic pallets and stores
plastic pallets.

Item 3.   Legal Proceedings

There are no legal proceedings filed, or to the Company's knowledge,
threatened against the Company that the Company believes would have,
individually or in the aggregate, a material adverse effect upon its
financial condition or results of operations.

Item 4.   Submission of Matters to a Vote of Security Holders

On November 9, 2001, shareholders owning approximately 9,963,786 shares, or
61% of the outstanding Common Stock, voted to amend the Company's
certificate of incorporation to increase the number of shares of the
Company' s common stock authorized for issuance and to effect the one-for-
five (1-for-5) Reverse Stock Split. The vote increased number of shares of
common stock authorized for issuance from twenty million (20,000,000) to
two hundred fifty million (250,000,000), and it effected a reverse stock
split of one-for-five (1-for-5) on our issued and outstanding common stock.

In March 2002, a majority of the our shareholders owning approximately
9,963,786 shares or 61% of the outstanding Common Stock authorized the
Board of Directors to amend the Company's Articles of Incorporation to
create a class of 50,000,000 shares of Preferred Stock, to be issued in
such series and with such rights, preferences and designations as deemed
appropriate by the Board of Directors.

The date for the Annual Stockholders meeting for 2004 has not been set.

                            PART II

<page>14

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

The following table shows the high and low closing bid prices of our common
stock  for the periods  presented, as obtained  from Pink Sheets LLC, a
research service  that compiles  quote information  reported on the
National  Association  of  Securities  Dealers  composite  feed  or   other
qualified inter-dealer quotation medium. The quotations listed below
reflect inter-dealer prices, without retail  mark-up, mark-down or
commissions,  and may not represent actual transactions.  Our common stock
trades on  the OTC Bulletin Board(R) under the symbol "RPMM."

                                                        Price Range
                                                        High    Low
    Year Ended December 31, 2002:
        First Quarter                               $   1.80  $ 0.85
        Second Quarter                                  1.01    0.15
        Third Quarter                                   0.90    0.14
        Fourth Quarter                                  0.51    0.11

                                                        Price Range
                                                        High    Low
    Year Ended December 31, 2003:
        First Quarter                               $   0.90  $ 0.25
        Second Quarter                                  0.63    0.15
        Third Quarter                                   0.55    0.20
        Fourth Quarter                                  0.70    0.20

As of April 15, 2004, we had 14,409,156 shares of common stock outstanding
and held of record by approximately 541 shareholders, and  the high and low
sale prices of a share of our common stock on the OTC Bulletin Board(R)  on
that date  were  $.40 and  $.28,  respectively. 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.

We have never paid cash dividends on our common stock and do not currently
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 the terms of our secured convertible debentures.
We currently anticipate  that we will  retain any earnings  for use in  the
continued development of our business.

Our authorized capital stock consists of 250,000,000 shares of common
stock, no par value per  share, and 50,000,000  shares of preferred stock,
$0.001 par  value per share.  Of the 50,000,000  authorized shares of
preferred stock, 5,000,000 shares have been designated as Class A Preferred
Stock, or Class A Preferred, 1,000,000 shares have been designated as Class
B  Preferred Stock,  or Class  B Preferred,  and the  remaining 48,000,000
shares  are undesignated.  As of  March 17, 2003, there  were no (zero) of
Class A Preferred outstanding  and no (zero) shares of  Class B Preferred
outstanding. The following is a summary description of our capital stock.

Common Stock

The holders of outstanding shares of our common stock are entitled to
receive dividends  out of  assets legally  available at  times and  in
amounts  as  the  board  of directors  may  from  time  to time  determine,
subordinate  to any  preferences that  may be  granted to  the holders  of
preferred stock. Holders of common stock are entitled to one vote per share
on all matters on which the holders of common stock are entitled to vote.

<page>15

The common stock is not entitled to preemptive rights and may not be
redeemed or converted. Upon our liquidation, dissolution or winding  up,
the  assets  legally available  for  distribution to  our  shareholders are
divided among the holders of the  common stock in proportion to the  number
of shares of common stock held by each of them, after payment of all of our
debts and  liabilities and  fulfillment of  the rights  of any  outstanding
class or series of preferred stock that has priority to distributed assets.
The rights of holders of common  stock are subordinate to those of  holders
of any series of preferred stock.

Preferred Stock

Preferred stock may be issued from time to time in one or more series, and
our board of directors, without action by the holders of common stock, may
fix or alter the voting rights, redemption provisions,  dividend rights,
dividend rates, claims to  our assets superior to those  of holders of our
common stock, conversion  rights and any other rights,  preferences,
privileges  and restrictions  of any  wholly unissued  series of  preferred
stock.  The board  of directors,  without shareholder  approval, can  issue
shares  of preferred  stock with  rights that  could adversely  affect the
rights of the holders of common stock. The issuance of shares of  preferred
stock could  adversely affect  the voting  power of  the holders  of common
stock and could  have the effect  of making it  more difficult for  a third
party  to  acquire,  or  could  discourage  or  delay  a  third  party from
acquiring, a majority of our outstanding common stock.

Class A Preferred

Each share of Class A Preferred is convertible into 10 shares of our
common stock.  The Class  A Preferred  does not  have any  liquidation
reference, voting rights, other conversion rights, anti-dilution rights or
any other preferential rights.

Class B Preferred

Each share of Class B Preferred is entitled to 100 votes per share on  all
matters  presented to  our shareholders  for action.  The Class B Preferred
does  not  have any  liquidation  preference,  additional voting rights,
conversion rights, anti-dilution  rights or any other  preferential rights.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is
Securities Transfer Corporation
2591 Dallas Parkway
Suite 102
Frisco, Texas 75034
Telephone number:(469) 633-0101.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with
our consolidated  financial statements and  notes and the  information
included  under  the  caption "Risk  Factors"  included  elsewhere in  this
document.  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  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 document,
which could, among  other things, cause  the price of  our common stock  to
fluctuate substantially.

<page>16

Overview

The Company is in the business to develop, produce, market and sell plastic
pallets and other material-handling products to various unrelated entities
located throughout the United States, Canada and South America.  The Company
subcontracts for the manufacture of its plastic pallets with large injection,
extrusion and compression molders on a competitive bid basis. These
manufacturers are selected on the basis of their equipment and manufacturing
capabilities. The Company supplies them with the molds and resins that it has
developed for specific product applications.

At the Company's direction, these manufacturers utilize a proprietary
processing system of producing stronger, more desirable and more cost-
effective plastic pallets than other pallets currently on the market today.
The Company's pallets are made from recycled plastic material and overcome
many of the drawbacks associated with wood pallets, such as limited
durability, heaviness, the potential for injuries caused by puncture wounds
from nails and environmental concerns.

Since its inception, the Company has been principally involved in research and
development of its products and the development of markets for its products.
Until the first quarter of 2001, the Company had no substantial operations or
substantial assets and was considered to be in the development stage.  During
the second quarter of 2001, the Company began direct sales of its plastic
pallet products. During 2002 and 2003, the Company left the development stage
and established itself as a going concern.  For segment reporting purposes,
the Company 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.

The Company continues to experience increasing demand and sales of its plastic
pallet products.  As of the date of this filing, the Company has received, and
continues to receive, purchase orders from such well-known companies as
Toyota, Goodyear, Dow Chemical, Exxon-Mobil, Kraft, Sara Lee, Armstrong World,
Smurfit-Stone, Federal Mogul, 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.  It is anticipated that these customers will maintain
their position as key accounts in the Company's customer base.

Reorders received from these accounts confirm acceptance of the Company's
products in the marketplace.  The Company also receives inquiries from all
parts of the US, Canada, Europe and the Middle East.  Several large contract
purchases of RPM plastic pallets, which we anticipate will account for several
million dollars in revenues, continue to be pending with international
shippers in India, Saudi Arabia and South America.

The Company continues to promote its line of material-handling products
through internet marketing and promotion with six different optimized
websites, each directed to a specific market segment. During 2nd quarter 2004,
the Company will implement advertising, public relations and sales promotion
programs designed to broaden market awareness and reach markets not accessible
through e-commerce promotion alone. Primary emphasis is placed on the
Company's standard and custom plastic pallets lines. Recently added new
products give the Company additional depth and enable sales to existing
customers that might have otherwise been lost to other vendors.

To further buttress international sales efforts, the Company established
distributors in Australia, New Zealand and Canada.  Management expects their
contributions to sales to be significant during 2004, but cannot accurately
forecast revenues from these sources until a trial period has been
successfully completed.

<page>17

The Company's aggressive entry into the custom plastic pallet market segment
continues to add sales volume and profit.  There is only one major competitor
in this marketplace and management believes that its product line is better
and less expensive than theirs.  Custom plastic pallet sales increases have
necessitated the enlargement of production facilities.  New molds and
extrusion lines will be installed in the Iowa facility during 1st quarter
2004, which will automate the production and assembly of plastic wood
components.  These enhancements will reduce costs and increase operating
efficiency.  Custom-size plastic pallet sales have increased principally among
exporters that had previously used wood but are now required to switch to
alternate materials due to requirements imposed by 90 foreign countries.

Management developed a breakthrough in the technology and production of a non-
slip custom plastic pallet.  Management believes that the Company is the first
to bring such a product to the market.  Initial sales of non-slip pallets were
made to Toyota and Thyssen Steel.

In the 2003, the Company added five experienced sales agents who have
significant experience and contacts with users of material-handling products.
These sales agents have been performing at optimal levels. In early 1st
quarter 2004, the Company will add an established field sales organization
that travels twenty-nine (29) sales persons in the Midwest, East and
Southeast regions of the US. This will significantly enhance sales coverage
while complimenting advertising and promotion activities during 2004.

Critical Accounting Policies and Estimates

The following discussion and analysis is based upon our financial
statements, which have been prepared using accounting principles  generally
accepted in the United States of America.  The preparation of our financial
statements  requires  management  to make  estimates  and  assumptions that
affect  the  reported  amounts  of revenue  and  expenses,  and  assets and
liabilities,  during  the  periods  reported.   Estimates  are  used   when
accounting  for   certain  items   such  as   depreciation,  likelihood  of
realization of certain assets, employee compensation programs and valuation
of intangible assets.  We base  our estimates on historical experience  and
other assumptions that we  believe are reasonable under  the circumstances.
Actual results may differ from our estimates.

We believe the following critical accounting policies affect our more
significant  judgments and  estimates used  in the  preparation of our
financial  statements.   We  have based  our  financial  statements on  the
assumption of our operations continuing  as a going concern.  As  a result,
we continue to depreciate fixed assets and show certain debts as long-term.
We have written-off  the value of  technology in prior  periods because the
realization of that  value was doubtful.   Our compensation of  consultants
and employees with our capital stock is recorded at estimated market value.
The  volatile  nature  of  the  price  of  our  common  stock  causes  wide
disparities in certain valuations.

        Comparison of Results of Operations for the Years
        Ended December 31, 2003 and 2002

Revenues for the years ended December 31, 2003 and  December 31, 2002
increased by $1,270,069 or 571% from $222,241 in 2002 to $1,492,310 in 2003.
Cost  of sales for the year 2003 was $1,049,781 as compared to $146,344 for
the year 2002, an increase of $903,437 or 617%. This increase in cost of sales
was due to the large increase in sales.

Total Operating expenses decreased by $1,804,935 or 61% to $1,153,547
for the year 2003 as compared to $2,958,427 for the year 2002. This increase
was primarily due to decreases in professional and consulting services and
expense due to capital stock issuances.

Net loss for the year 2003 decreased by $2,175,512 or 74% to $711,018
as compared to a net loss of $2,175,512 for the year 2002.

<page>18

        Liquidity and Capital Resources

During the year ended 2003 we financed our operations solely through
private placements of securities. Because we have recently emerged from the
development stage,  we have just begun to generated significant revenue from
operations.  Our consolidated financial  statements as of  and for the
years  2003 and 2002 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  of December 31, 2003, we had  a working  capital deficit of approximately
$256,860 and an accumulated deficit of approximately $8,993,161. As of that
date, we had approximately $316,233 in cash and cash equivalents.  We had
accounts receivable of approximately $342,912. We had current liabilities,
including amounts  due to officers, accrued interest, and notes of
approximately $916,005, including those issued  prior to   the  beginning of
year 2003.

Cash used in our operating activities totaled approximately $118,196 for
the year 2003 as compared to approximately $168,700 for year 2002.

Cash provided by our financing activities totaled $340,000 for the year
2003 as compared to $263,000 for the year 2002. We raised all of the cash
provided by financing activities during the year 2003 from the issuance of
common stock and/or promissory notes.

Our  continued operations   are dependent  on  securing  additional sources
of liquidity through debt and/or equity financing.

As indicated above, our consolidated financial statements as of and for the
years  2003 and 2002 have been prepared  on a  going  concern  basis, which
contemplates  the realization  of  assets and satisfaction of liabilities
in the normal course of business.

We have been, and currently are, working toward identifying and obtaining
new   sources  of   financing.  Deteriorating   global  economic conditions
may  cause prolonged  declines  in investor  confidence  in and
accessibility to capital markets. Further, our current secured  convertible
debenture financing  documents contain  notice and  right of  first refusal
provisions and the grant of a security interest in substantially all of our
assets  in  favor of  the  convertible debenture  investors,  all of  which
provisions  will  restrict  our  ability  to  obtain  debt  and/or   equity
financing.

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  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.
Accordingly,  the inability to obtain  such financing could  adversely
affect our ability to  fund our continued operations and our product.

We are completing a significant marketing effort with the goal to generate
revenues from our business activities.

<page>19
                               Risk Factors

An investment in our common stock involves a high degree of risk.  In addition
to the other information in this document, 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 part or all of your investment.

We  have  no  history  of  significant revenues, have incurred losses,
could have continued losses and may never achieve profitably.  If we
continue  to incur losses, we may have  to  curtail our  operations, which
may prevent us from selling 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
activities and  have incurred  significant  losses and  experienced
negative cash  flow.  As of December 31, 2003,  we  had  an  accumulated
deficit  of approximately $8,993,161. For the year 2003,  we incurred a net
loss  of  approximately $711,018 and for the year 2002, we incurred a net
loss of approximately $2,882,530.  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.

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. We  expect our operating expenses
to dramatically  increase as  a result  of our  planned sales of plastic
pallets.  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 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 financing to produce molds for our cost-reduced
plastic pallets for large-scale manufacturing.

If we are unable to obtain this financing, we could be forced to delay,
curtail  or  eliminate  certain  product  development programs. In
addition,  our inability to  obtain financing 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.

        We  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.

<page>20

We require additional financing. Deteriorating global economic conditions may
cause prolonged  declines  in investor  confidence  in and accessibility to
capital markets. 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. 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  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 plastic pallets similar to that
        of ours. These  companies  could successfully  compete
        with  us and  negatively affect our business and
        our opportunity to achieve profitability.

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 RPM will
not negatively affect our business prospects and impair our ability to
achieve profitability.

        Our  failure  to  manage  growth  effectively  could impair our
        business.

Although we do not currently have significant revenue-generating operations,
our strategy envisions a  period of  rapid growth  that may impose a
significant burden  on our administrative and operational resources. Our
ability to effectively manage growth will  require us  to substantially
expand the  capabilities of  our administrative and operational resources and
to attract, train, manage  and retain qualified engineers, technicians,
salespersons and other  personnel. There can be no assurance that we will  be
able to do so. If we are  unable to successfully manage  our growth,  our
business,  prospects, results  of operations  and  financial  condition  could
be  materially  and adversely affected.

        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 15, 2004, we had outstanding 14,409,156 shares of common stock, of
which  all  but  approximately  1,200,000  shares were unrestricted under the
Securities  Act of 1933. As  of April 15, 2004,  we also  had outstanding
options and warrants that were  exercisable for  into approximately  8,500,000
shares  of  common  stock.  Sales  of a substantial number of 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.

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

<page>21

The stock market as a whole and individual stocks historically have
experienced extreme price  and volume fluctuations,  which often have  been
unrelated to the performance of the related corporations. During the  three
months ended December 31, 2003, the high and low closing bid prices of our
common stock were  $.70 and $.20,  respectively. The market  price of our
common stock may exhibit significant fluctuations in the future 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 industries in which we operate;
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 investors, the price of our  common
stock  likely will  decline, perhaps  substantially. 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. 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.  You may be  unable to
sell your shares of common stock at or above your purchase price, which may
result in substantial losses to you.

        Because we are subject  to the "Penny Stock"  rules,
        the level of  trading activity in  our stock may  be
        reduced.

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,  like  shares  of  our  common stock,
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on
Nasdaq).  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. Consequently, these
requirements may have the effect of reducing the level of trading activity,
if any, in the secondary market for a security subject to  the penny stock
rules,  and investors in our  common stock may find it difficult to sell
their shares.

<page>22

        Because  our  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(R). Because our stock trades on the OTC Bulletin Board(R)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.

        Our preferred stock may delay or prevent a  takeover
        of   RPM,   possibly   preventing   you  from
        obtaining higher stock prices for your shares.

Our board of directors has the authority to issue up to 50,000,000 shares
of preferred  stock and to  fix the rights,  preferences, privileges and
restrictions, including  voting rights  of those  shares, without  any
further vote  or action  by our  shareholders. Of  these shares,  5,000,000
shares have been designated as Class A Preferred Stock and 1,000,000 shares
have been designated as Class B Preferred Stock. The rights of the  holders
of  our common  stock are  subject to  the rights  of the  holders of  our
outstanding preferred stock  and will be  subject to, and  may be adversely
affected by, the rights of the  holders of any preferred stock that  we may
issue  in the  future. The  issuance of  preferred stock,  while providing
desired  flexibility in  connection with  possible acquisitions  and other
corporate purposes, could have the effect of making it more difficult for a
third party to  acquire a majority  of our outstanding  voting stock, which
would  delay,  defer  or  prevent  a  change  in  control  of   RPM.
Furthermore,  preferred stock  may have  other rights,  including economic
rights  senior to  the common  stock, and,  as a  result, the  issuance of
preferred  stock could  adversely affect  the market  value 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 DISCLOSURES.

        None.

ITEM 8A.  CONTROLS AND PROCEDURES

As of December 31, 2003, the management of RPM Technologies, Inc. carried out
an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures.  This evaluation was carried out under the
supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer.  Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that RPM
Technologies, Inc.'s disclosure controls and procedures are effective.  There
have been no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date we
carried out the evaluation.

<page>23

                             PART III

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

Directors and Executive Officers

The directors and executive officers of RPM and their ages, positions,
business experience and education as of March 17, 2003 are as follows:

Name                      Age         Position
------------------------------------------------------------
Mr. Randy Zych            59          Chairman & CEO
Mr. Charles Foerg         70          Secretary/Treasurer and Director
Mr. David Lade, CPA       46          Financial Officer and Director

Each director serves until the next annual meeting of the Company's
stockholders or until a successor is elected. No date for the next annual
meeting of stockholders is specified in the Company's Bylaws or has been
fixed by the Board of Directors. The Company's officers serve at the
pleasure of the board of directors until their services are terminated or a
successor is appointed.

Mr. Randy Zych, 58, has been Chairman of the Board of Directors and CEO of
the Company since its inception in 1997. 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 the Company's inception
in 1997, Mr. Zych worked as an independent consultant in the areas of
marketing and distribution strategies for the two preceding companies but
no longer has any duties outside of his position as Chairman for RPM
Technologies, Inc. Mr. Zych attended the University of Illinois, Chicago,
concentrating his studies in finance and business management.

Mr. Charles W. Foerg, 70, Secretary/Treasurer and a Director, has been
employed by the Company since 1997. Immediately prior to his association
with the Company, 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
acquisition, 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.

Mr. David A. Lade, 42, has been Financial Officer and a Director of the
Company since 1999.  Mr. Lade also serves as the Company's controller. From
1995 until 1999, Mr. Lade was an independent financial consultant, and
served as part-time controller for several closely held corporations.  As a
consultant, Mr. Lade contributed in all areas of accounting, budgeting,
cash management, bank relations and acquisition analysis.  From 1987 until
1995, Mr. Lade worked as Controller for AGA Gas Central, where he was
responsible for financial reporting and analysis, strategic planning,
customer service and branch administration.  From 1983 until 1987, Mr. Lade
was Experienced Audit Senior for Arthur Anderson & Co., where he served as
a member of the commercial audit division.  Mr. Lade became a Certified
Public Accountant in 1984, and a Registered Securities Representative
(Series 6 Exam) in 1992.

<page>24

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 Commission regulations
to furnish us with copies of all such reports that they file.

Based solely upon a review of copies of these reports furnished to us
during 2003  and thereafter, or  written representations received  by us
from reporting persons that no other reports were required, we believe that
all Section 16(a) filing  requirements applicable to our  reporting persons
during 2003 were complied with, except as described below.

The following individuals are in the process of preparing late Forms 4 to
report on the following numbers of Forms 4 the following numbers of
transactions that inadvertently were not timely reported:  Mr.  Randy Zych
- 1 report, 2 transactions; and Mr. Charles Foerg - 1  report, 2
transactions.

ITEM 10.        EXECUTIVE COMPENSATION.

          Compensation of Executive Officers

In 2003 cash salaries of $30,547 were paid to Mr. Zych and $29,958 to Mr.
Foerg and the remainder of their salaries were added to accrued compensation.
Expenses incurred by officers and directors have been reimbursed to officers
and directors, as approved by the Board of Directors, this amounted to $69,000
in 2003. The Company intends to pay Randy Zych, its chief executive officer
and chairman of board of directors, $125,000 annually if and when the Company
receives its desired financing. Additionally, in the event the Company is
successful in obtaining this financing, it expects to pay each of its other
officers and directors compensation for the next twelve months not more than
$85,000. If the Company does not receive the required financing, no salaries
will be paid.

The Summary Compensation Table below provides information concerning  the
annual  and long-term  compensation  for  services in  all capacities  to RPM
of  our  Chief  Executive  Officer  and  our   Chief  Financial Officer, or
the  named executives, during the years 2001, 2002 and 2003 that they were
entitled to pursuant to employment agreements but did not receive in cash
other that is denoted above.

<table>

                                   SUMMARY COMPENSATION TABLE

                                                               Long-Term
                                                              Compensation
                                                              ------------
                                                                 Awards
                                                              ------------
                                Annual Compensation            Securities
     Name and                                                  Underlying      All Other
     Principal Position       Year     Salary($)  Bonus($)(1)  Options(#)   Compensation ($)
     -------------------      -------  ---------  ----------- ------------  ----------------
     <C>                      <C>      <C>        <C>         <C>           <C>
     Randy Zych               2003     $125,000     $25,000     5,000,000          --
     Chairman                 2002     $ 95,000(2)  $-0-           --              --
                              2001     $ 85,000(2)  $-0-           --              --

     Charles Foerg,           2003     $ 85,000     $25,000     3,500,000          --
     President                2002     $ 85,000(2)  $-0-           --              --
                              2001     $ 85,000(2)  $-0-           --              --
     _______________

    (1)     Amounts represent approximate fair market value on the date of
            grant of common stock granted.

    (2)     Non-Cash salary paid in restricted common stock totaling
            1,000,000 shares of restricted common issued in 2002; 500,000
            shares to Mr. Zych and 500,000 shares to Mr. Foerg.
</table>

<page>25

Stock Option Grants

In 2002, we issued two 250,000 shares options to purchase Class A Preferred
Stock at $5.00 per share to the Company's Officers. One to Randy Zych, our
Chairman and another to our President Charles Foerg. Additionally, in
conjunction with the signing of employment agreements with Mr. Zych and Mr.
Foerg, we issued fully-vested options to purchase 2,500,000 shares of
restricted common stock to Mr. Zych and 1,000,000 shares of restricted
common stock to Mr. Foerg, both exercisable at $0.50 per share until
September 1, 2005

Option Exercises and Fiscal Year-End Values

The following table sets forth the number of shares acquired and value
realized  upon exercise  of  options during  the  year  2003 and the number
of exercisable and unexercisable  in-the- money stock options and their
values at December 31, 2003 for the  named executives. An option  is "in-
the-money" if  the fair market  value for the underlying  securities
exceeds the exercise price of the option.

<table>

              Option Table
                                    Aggregated Option Exercises in Last Year and Year-End Option Values

                                                              Number of Securities Underlying      Value ($)of Unexercised
                                Shares                               Unexercised Options           In-the-Money Options at
                                Acquired on     Value                December 31, 2003             December 31, 2002 (1)
     Name                       Exercise       Realized ($)   Exercisable(#) Unexercisable(#)    Exercisable    Unexercisable
     ---------------------      ------------   ------------   -------------- ----------------  --------------  ----------------
     <C>                        <C>            <C>            <C>            <C>               <C>             <C>
     Randy Zych                    ---             ---          5,000,000 (2)       ---               ---             ---
     Charles Foerg                 ---             ---          3,500,000 (2)       ---               ---             ---
         _______________
    (1)   The closing sale price of our common stock on the OTC Bulletin
          Board(R) as of December 31, 2003 was $.40.

    (2)  Includes 2,500,000 shares underlying options for shares issuable upon conversion of
         Class A Preferred Stock.

</table>

<page>26

Long-Term Incentive Plan Awards

In 2003, no awards were given to named executives under long-term incentive
plans.

Compensation of Directors

Our directors do not receive any compensation in their capacity as members
of  the board  of directors,  but may  be reimbursed for reasonable
expenses incurred in connection with attendance of meetings of the board of
directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of April 15, 2004, certain information
with  respect to  (i) each  director of  our company,  (ii) the named
executives,  and (iii)  all directors  and executive  officers of our
company as a  group, and (iv)  each person known  to our company  to be the
beneficial owner of more than 5% of our common stock. The information  with
respect to each person specified is as supplied or confirmed by such person
or based upon statements filed with the Commission.

<table>

Name and Address of             Title of        Amount and Nature of
of Beneficial Owner (1)(2)        Class         Beneficial Ownership(2)     Percent of Class)
--------------------------     ---------       ------------------------   ------------------
<C>                            <C>             <C>                        <C>
Randy Zych                      Common                 8,050,000(3)               35.14%
                            Class B Preferred             15,000                  50.00%

Charles Foerg                  Common                  5,510,000(4)               24.05%
                            Class B Preferred             15,000                  50.00%

David Lade                     Common                     12,000                     *

All directors and executive
officers as a group
(3 persons)                     Common                16,572,000(5)               72.34%
                            Class B Preferred             30,000                 100.00%
_______________
*       Less than 1.00%

(1)     The address of each director and executive officer named in this
        table is c/o RPM Technologies, Inc., 21061 West Braxton,
        Plainfield, IL 60544.

(2)     Beneficial ownership is determined in accordance with the rules  of
        the  Securities  and  Exchange  Commission   and generally includes
        voting or investment power with  respect to securities. Except as
        indicated by footnote, and subject to community  property laws
        where applicable,  the persons named in the  table above have  sole
        voting and  investment power with respect to all  shares of common
        stock shown  as beneficially owned by them. Shares of common stock
        subject to options currently exercisable, or exercisable within  60
        days after April 15, 2004, are deemed to be outstanding in
        calculating the percentage ownership  of a person or  group but are
        not deemed to be outstanding as to any other person or group.

(3)     Includes 2,500,000 shares underlying an option to purchase
        2,500,000 shares of restricted common stock at $0.50 per share and
        2,500,000 shares underlying options for shares issuable upon
        conversion of Class A Preferred Stock and 1,500,000 votes
        applicable to the ownership of 15,000 shares of B Preferred Stock.

(4)     Includes 1,000,000 shares underlying an option to purchase
        1,000,000 shares of restricted common stock at $0.50 per share and
        2,500,000 shares underlying options for shares issuable upon
        conversion of Class A Preferred Stock and 1,500,000 votes
        applicable to the ownership of 15,000 shares of B Preferred Stock.

(5)     Includes 3,500,000 shares underlying an option to purchase
        3,500,000 shares of restricted common stock at $0.50 per share and
        5,000,000 shares underlying options for shares issuable upon
        conversion of Class A Preferred Stock and 3,000,000 votes
        applicable to the ownership of 30,000 shares of B Preferred Stock.

</table>

<page>27

Equity Compensation Plan Information

The following table gives information about our common stock that may be
issued upon the exercise  of options, warrants and rights under  our
Amended Non-Qualified Stock  Option and Stock  Bonus Plan as  well as stock
options,  warrants and  rights issued  outside of  any formal  plan as  of
December 31, 2003.

                    Number of Securities     Weighted Average    Number of
                  to be Issued Upon Exercise Exercise Price of   Securities
                  of Outstanding Options,    Outstanding         Remaining
                        Warrants           Options, Warrants    Available for
Plan Category         and Rights(1)            and Rights      Future Issuance
------------------- --------------------   ------------------ -----------------
Equity compensation
plans approved by
security holders         N/A                     N/A                   N/A

Equity compensation
plans not approved
by security holders  10,100,000(2)              $2.58                  N/A

Total                10,100,000                 $2.58                  N/A
_______________
(1)     Number of shares is subject to adjustment for changes in
        capitalization  for  stock  splits,  stock  dividends   and
        similar events.

(2)     Represents 1,000,000 shares of common stock underlying
        stock options, warrants and rights issued under our Amended
        Non-Qualified  Stock  Option  and  Stock  Bonus  Plan and
        9,100,000 shares of common stock underlying stock  options,
        warrants and rights issued outside of any formal plan.

Our Amended Non-Qualified Stock Option and Stock Bonus Plan permits grants
of  stock bonuses  and non-qualified  stock options  (NQOs). Vesting
periods under our Amended Non-Qualified  Stock Option and Stock Bonus  Plan
vary from  person to  person, and  options under  the plan  are exercisable
subject to certain standard conditions.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In September 2002, our board of directors set the compensation for Randy
Zych,  our Chairman of  the Board. Mr. Zych has executed  an employment
agreement with  RPM effective September 1, 2002 that provides for annual
salary of $125,000 and a fully-vested three-year option to purchase up to
2,500,000 shares of common stock  at an  exercise price  of $.50  per
share,  which was  above the closing price of a share of our common stock
on that date. On September 30, 2002, Mr. Zych was granted  a fully-vested
three-year option to purchase up to 250,000  shares of Class  A Preferred
Stock  at an exercise  price of $5.00 per share, which is $.50 per share of
common stock on an as-converted basis, which was the closing price of a
share of our common stock on  that date. Additionally Mr. Zych was issued
15,00 shares of Class B Preferred Stock with voting rights equal 100 votes
per share of Class Preferred Stock or 1,500,000 votes.

In September 2002, our board of directors set the compensation for Charles
Foerg, our interim President. Mr. Foerg has executed  an employment
agreement with  RPM effective September 1, 2002 that provides for annual
salary of $85,000 and a fully-vested three-year option to purchase up to
1,000,000 shares of common stock  at an  exercise price  of $.50 per share,
which was  above the closing price of a share of our common stock on that
date. On September 30, 2002, Mr. Foerg was granted  a fully-vested three-
year option to  purchase up to 250,000  shares of Class  A Preferred Stock
at an exercise  price of $5.00 per share, which is $.50 per share of common
stock on an as-converted basis, which was the closing price of  a share of
our common stock on  that date. Additionally Mr. Foerg was issued 15,00
shares of Class B Preferred Stock with voting rights equal 100 votes per
share of Class Preferred Stock or 1,500,000 votes.

<page>28

On September 3, 2002 we issued 500,000 shares of restricted common stock
valued at $50,000  to our  Chairman, Randy Zych as partial payment for
accrued compensation.

On September 3, 2002 we issued 500,000 shares of common stock valued at
$50,000 to our  President, Charles Foerg, as partial payment for accrued
compensation.

On September 3, 2002 we issued 15,000 shares of Class B Preferred Stock to
Randy Zych for $1.00 per share, an aggregate amount of $15,000 as partial
payment for accrued compensation.

On September 3, 2002 we issued 15,000 shares of Class B Preferred Stock to
Charles Foerg for $1.00 per share, an aggregate amount of $15,000 as
partial payment for accrued compensation.

On September 3, 2002 we issued of an option to purchase 250,000 shares of
Class A Preferred stock at an exercise price of $5.00 to Randy Zych
exercisable until September 1, 2005.

The Company conducts operations 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 2003, the Company paid
the officers an aggregate approximately $61,900 for the use of these offices
and reimbursement of Company expenses paid personally on behalf of the
Company.


ITEM 13.        EXHIBITS AND REPORTS ON FORM 8-K.

        (a)     Exhibits.

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

        (b)     Reports on Form 8-K.

During the year ended December 31, 2003, the Registrant did not file any
current reports on Form 8-K.

<page>29

                        RPM TECHNOLOGIES, INC.
               INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2003

                                                                       Page
                                                                       ----
Report of Independent Certified Public Accountants                      F-2

Financial Statements

        Balance Sheets
                as of December 31, 2003 and 2002                        F-3

        Statements of Operations and Comprehensive Loss
                for the years ended December 31, 2003 and 2002          F-5

        Statement of Changes in Shareholders' Equity
                for the years ended December 31, 2003 and 2002          F-6

        Statements of Cash Flows
                for the years ended December 31, 2003 and 2002          F-7

        Notes to Financial Statements                                   F-8

<page>F-1


             Letterhead of S. W. Hatfield, CPA
             ----------------------------------
        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
        --------------------------------------------------

Board of Directors and Stockholders
RPM Technologies, Inc.

We have audited the accompanying balance sheets of RPM Technologies, Inc. (a
Delaware corporation) as of December 31, 2003 and 2002 and the related
statements of operations and comprehensive loss, changes in shareholders'
equity and cash flows for the each of the two years then ended.   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 auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
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, 2003 and 2002 and the results of its operations and its cash
flows for the each of the two years then ended, in conformity with generally
accepted accounting principles generally accepted in the United States of
America.


                                 /s/ S. W. Hatfield, CPA
                                 -----------------------
                                  S. W. HATFIELD, CPA

Dallas, Texas
March 11, 2004

<page>F-2
<table>

                                RPM Technologies, Inc.
                                     Balance Sheets
                               December 31, 2003 and 2002


                                                December 31,           December 31,
                                                        2003                  2002
                                                -------------          ------------
                                                <C>                    <C>
                                        ASSETS
                                        ------
Current Assets
        Cash on hand and in bank                $   316,233             $   105,689
        Accounts receivable - Trade,
        net of allowance for doubtful accounts
        of $-0- and $-0-, respectively              342,912                 139,800
        Inventory - at lower of cost or market            -                  11,000
                                                -----------             -----------
                Total Current Assets                659,145                 256,589
                                                -----------             -----------

Property and Equipment - at cost
        Molds, tools and dies                       648,239                 636,979
        Computer equipment                           14,000                  14,000
                                                -----------             -----------
                                                    662,239                 650,979
        Accumulated depreciation                   (267,766)               (202,942)
                                                ------------            ------------

                Net Property and Equipment          394,473                 448,037
                                                ------------            ------------
Other assets
        Pallet handling technology license            4,822                    -
                                                ------------            ------------
Total Assets                                     $1,058,440             $   704,626
                                                 ==========             ===========
</table>
                                      - Continued -
<page>F-3
<table>

                                RPM Technologies, Inc.
                              Balance Sheets - Continued
                              December 31, 2003 and 2002


                                                December 31,    December 31,
                                                        2003            2002
                                                ------------    ------------
                                                <C>             <C>
                        LIABILITIES AND SHAREHOLDERS' EQUITY
                        ------------------------------------
Current Liabilities
        Note payable                            $     50,000    $     50,000
        Accounts payable - trade                     229,954         153,010
        Accrued officer compensation                 626,161         380,000
        Accrued interest payable                       9,890           4,890
                                                 -----------     -----------
                Total Current Liabilities            916,005         587,900
                                                 -----------     -----------
Long-Term Liabilities
        Deferred compensation -
         fair value of vested stock options          525,000         525,000
                                                 -----------     -----------
                Total Liabilities                  1,441,005       1,110,900
                                                 -----------     -----------

Commitments and Contingencies


Shareholders' Equity
       Preferred stock - $0.001 par value
        50,000,000 shares authorized
        Series A - none issued and outstanding           -              -
        Series B - 30,000 shares issued
                   and outstanding                       30             30
        Common stock - $0.001 par value.
                250,000,000 shares authorized.
                13,497,156 and 9,933,010 shares
                issued and outstanding,
                respectively                         13,497           9,933
        Additional paid-in capital                8,701,249       8,020,906
        Accumulated deficit                      (8,993,161)     (8,282,143)
                                                 -----------     -----------
                                                   (278,385)       (251,274)
        Stock subscription receivable              (104,180)       (157,000)
                                                 -----------     -----------
                Total Shareholders' Equity         (382,565)       (408,274)
                                                 -----------     -----------

Total Liabilities and Shareholders' Equity       $1,058,440     $   704,626
                                                 ==========     ===========
</TABLE>
<page>F-4
<table>

                                RPM Technologies, Inc.
                     Statements of Operations and Comprehensive Loss
                        Years ended December 31, 2003 and 2002


                                                Year ended              Year ended
                                               December 31,            December 31,
                                                       2003                    2002
                                                -----------            ------------
                                                <C>                    <C>
Revenues                                         $1,492,310             $   222,241

Cost of Sales                                     1,049,781                 146,344
                                                 ----------             -----------
Gross Profit                                        442,529                  75,897
                                                 ----------             -----------
Expenses
        Research and development costs                    -                   1,100
        Sales and marketing expenses                109,360                   6,453
        Payroll and related expenses                334,033                 365,941
        Professional and consulting fees            261,439                 479,684
        General and administrative expenses         129,485                 115,389
        Interest expense                              5,000                   4,890
        Depreciation                                 64,824                  63,457
        Compensation expense related to fair
                value of granted stock options          -                   525,000
        Compensation expense related to common stock
                issuances at less than "fair value" 249,406               1,396,513
                                                  ---------             -----------
                Total operating expenses          1,153,547               2,958,427
                                                  ---------             -----------
Loss from operations                               (711,018)             (2,882,530)

Other Income
        Interest income                                -                       -
                                                  ---------              ----------
Loss before Income Taxes                           (711,018)             (2,882,530)

Provision for Income Taxes                             -                        -
                                                  ---------              ----------
Net Loss                                           (711,018)             (2,882,530)

Other comprehensive income                             -                        -
                                                  ----------            -----------
Comprehensive Loss                               $ (711,018)            $(2,882,530)
                                                 ===========            ============
Loss per weighted-average
  share of common stock outstanding,
  omputed on Net Loss - basic and fully diluted      $(0.06)                 $(0.51)
                                                     =======                 =======
Weighted-average number of shares of
   common stock outstanding                      11,346,503                5,625,631
                                                 ==========                =========
</TABLE>
<page>F-5
<table>

                                                          RPM Technologies, Inc.
                                                Statement of Changes in Shareholders' Equity
                                                  Years ended December 31, 2003 and 2002


                                Series B                        Additional      Stock
                           Preferred Stock      Common Stock      paid-in     subscription     Accumulated
                           Shares   Amount    Shares    Amount    capital      receivable       deficit        Total
                           ------   ------    ------    ------   ----------   -------------   ------------   -----------
                           <C>      <C>       <C>       <C>      <C>          <C>              <C>           <C>
Balances at
        January 1, 2002       -     $  -      3,290,513 $3,291    $5,630,116   $         -     $(5,399,613)   $   233,794

Common stock issued for
        Cash                  -        -      4,050,000  4,050     1,698,450      (157,000)           -          1,545,500
        Professional fees     -        -      1,592,500  1,592       538,370             -            -            539,962
        Payment of officer
            compensation    30,000    30      1,000,000  1,000       153,970             -            -            155,000

Net loss for the year         -        -            -        -             -              -      (2,882,530)    (2,882,530)
                            ------  -----     ---------  -----      --------       ---------     ------------   ------------
Balances at
        December 31, 2002   30,000     30     9,933,013  9,933      8,020,906       (157,000)     (8,282,143)     (408,274)

Common stock issued for
        Cash                  -         -     2,608,428  2,608        526,577         52,820            -          582,005
          Less costs to
          acquire capital     -         -            -      -         (55,100)           -              -          (55,100)
        Professional fees     -         -       920,000    920        204,080            -              -          205,000
        Acquisition of pallet
          handling technology
          licensing rights    -         -        35,715     36          4,786            -               -           4,822

Net loss for the year         -         -             -      -              -            -        (711,018)       (711,018)

Balances at
        December 31, 2003   30,000    $30     13,497,156 $13,497    $8,701,249     $(104,180)   $(8,993,161)    $ (382,565)
                            ------   -----    ---------- -------    ----------     ---------    ------------    -----------
</table>
<page>F-6
<table>

                                   RPM Technologies, Inc.
                                 Statements of Cash Flows
                          Years ended December 31, 2003 and 2002


                                                     Year ended              Year ended
                                                   December 31,            December 31,
                                                           2003                    2002
                                                   ------------            ------------
                                                   <C>                     <C>
Cash Flows from Operating Activities
        Net Loss                                      $(711,018)            $(2,882,530)
        Adjustments to reconcile
        net income to net cash
        provided by operating activities
    Depreciation                                         64,824                  63,457
    Expenses paid with common stock                     142,500                 600,950
    Compensation expense related to fair
      value of granted stock options                          -                 525,000
    Compensation expense related to
        common stock
        issuances at less than "fair value"             249,406               1,396,513
        (Increase) Decrease in
     Accounts receivable - trade and other             (203,112)                (73,113)
        Inventory                                        11,100                 (11,000)
        Increase (Decrease) in
            Accounts payable and other                   76,943                  37,233
            Accrued interest payable                      5,000                   4,890
            Accrued officers compensation               246,161                 170,000
                                                       ---------              ---------
Net cash provided by (used in) operating activities    (118,196)               (168,700)
                                                       ---------              ---------
Cash Flows from Investing Activities
        Purchase of property and equipment              (11,260)                (39,500)
                                                       --------               ---------
Net cash used in investing activities                   (11,260)                (39,500)
                                                       --------               ---------
Cash Flows from Financing Activities
        Proceeds from note payable                         -                     50,000
        Cash paid to acquire capital                    (55,100)                    -
        Proceeds from sales of common stock             395,100                 213,000
                                                       --------                --------
Net cash provided by (used in) financing activities     340,000                 263,000
                                                       --------                --------
Increase (Decrease) in Cash and Cash Equivalents        210,544                  54,800
Cash and cash equivalents at beginning of period        105,689                  50,889

Cash and cash equivalents at end of period             $316,233             $   105,689
                                                       --------                --------
Supplemental Disclosures of Interest
     and Income Taxes Paid
     Interest paid during the period                   $     -              $        -
                                                       =======              ==========
     Income taxes paid (refunded)                      $     -              $        -
                                                       =======              ==========
Supplemental Disclosure of Non-Cash Investing
and Financing Activities

     Issuance of common stock in payment
     of accrued officers compensation                 $       -            $   125,000
                                                      =========            ============
     Acquisition of pallet handling
     technology rights with common stock              $    4,822           $         -
                                                      ==========           ============
</TABLE>
<page>F-7

                  RPM Technologies, Inc.
                Notes to Financial Statements

Note A - Organization and Description of Business

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

The Company is in the 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 which will meet
current and future anticipated environmental standards, encourage the
preservation of trees and promote plastic recycling.


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 further 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 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 - Summary of Significant Accounting Policies

1.      Cash and cash equivalents

The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, 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.

<page>F-8

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note C - Summary of Significant Accounting Policies - Continued

3.      Organization and reorganization costs

The Company has adopted the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities" whereby all organizational and
initial costs incurred with the incorporation and initial capitalization of
the Company were charged to operations as incurred.

4.      Research and development expenses

Research and development expenses are charged to operations as incurred.

5.      Advertising expenses

The Company does not utilize direct solicitation advertising.  All other
advertising and marketing expenses are charged to operations as incurred.

6.      Income Taxes

The Company utilizes the asset and liability method of accounting for income
taxes.  At December 31, 2003 and 2002, 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.

7.      Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing the net income (loss)
by the weighted-average number of shares of common stock and common stock
equivalents (primarily outstanding options and warrants). Common stock
equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method.  The
calculation of fully diluted earnings (loss) per share assumes the dilutive
effect of the exercise of outstanding options and warrants at either the
beginning of the respective period presented or the date of issuance,
whichever is later.  As of December 31, 2003 and 2002, the Company has no
outstanding stock options and the Company's outstanding stock warrants are
anti-dilutive due to the Company's net operating loss position.


Note D - 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.

<page>F-9

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note E - 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, 2003 and 2002, respectively, the Company
maintained deposits in various financial institutions with credit risk
exposures in excess of statutory FDIC coverage.  The Company incurred no
losses during 2003 and 2002, respectively, as a result of any unsecured bank
balance.

Note F - Property and Equipment

Property and equipment consist of the following components at December 31,
2003 and 2002, respectively:

                              December 31,    December 31,
                                      2003           2002      Estimated life
                              ------------    ------------     ---------------
Molds, tools and dies             $648,239        $636,979           10 years
Computer equipment                  14,000          14,000            3 years
                                  --------        --------
                                   662,239         650,979
                                  --------        --------
Accumulated depreciation          (267,766)       (202,942)
                                  =========       =========
Net property and equipment         $394,473       $448,037

Depreciation expense for the years ended December 31, 2003 and 2002,
respectively, was approximately $64,824 and $63,457.

Note G - Note Payable

Note Payable consists of the following:


                                                   December 31,    December 31,
                                                        2003            2002
                                                   ------------    ------------
$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.  The outstanding
    principal and accrued interest may be converted
    into the Company's common stock at a 50%
    discount to the 7-day average closing price
    following the lender's written notice of
    conversion.  The lender has recognized the
    delinquency in payment by the Company and
    has verbally notified management of his intent
    to convert the balance to common stock at a
    future date.  No payment demand has been made
    by the lender.                                    $50,000         $50,000
                                                     =========        ========

<page>F-10

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note H - Income Taxes

The components of income tax (benefit) expense for the years ended December
31, 2003 and 2002, respectively, are as follows:

                             Year ended             Year ended
                            December 31,           December 31,
                                    2003                   2002
                            ------------           ------------
             Federal:
                 Current         $     -           $       -
                 Deferred              -                   -
                                       -                   -
             State:
                  Current              -                   -
                  Deferred             -                   -
                                       -                   -
                 Total           $     -           $       -

As of December 31, 2003, the Company has a net operating loss carryforward of
approximately $3,900,000 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 percent 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,
2003 and 2002, respectively, differed from the statutory federal rate of 34
percent as follows:

                                    Year ended      Year ended
                                   December 31,    December 31,
                                           2003            2002
                                   ------------    ------------
Statutory rate applied to
income before income taxes            $(242,000)      $(918,000)
Increase (decrease) in income
  taxes resulting from:
State income taxes                            -               -
  Other, including
  reserve for deferred
  tax asset
  and application of
  net operating loss carryforward       242,000         918,000

      Income tax expense              $       -       $       -

Temporary differences, consisting primarily of statutory deferrals of expenses
for pre-operations interest expense, research and development expenses and
start-up costs and statutory differences in the depreciable lives for property
and equipment, between the financial statement carrying amounts and tax bases
of assets and liabilities give rise to deferred tax assets and liabilities as
of December 31, 2003 and 2002, respectively:

<page>F-11

         RPM Technologies, Inc.
        Notes to Financial Statements - Continued


Note H - Income Taxes - Continued
                                                December 31,    December 31,
                                                        2003            2002
                                                ------------    ------------
    Deferred tax assets
    Net operating loss carryforwards             $1,326,000         $850,000
    Less valuation allowance                     (1,326,000)        (850,000)

    Net Deferred Tax Asset                   $            -     $          -

For the years ended December 31, 2003 and 2002, respectively, the valuation
allowance increased by the approximate following amounts over the previously
reported balances for the years ended December 31, 2002  and 2001: $476,000
and $374,000.


Note I - Preferred Stock Transactions

The Company is authorized to issue up to 50,000,000 shares of $0.001 par value
preferred stock.  Preferred stock may be issued from time to time in one or
more series, and the Company's Board of Directors, without action by the
holders of common stock, may fix or alter the voting rights, redemption
provisions, dividend rights, dividend rates, claims to our assets superior to
those of holders of our common stock, conversion rights and any other rights,
preferences, privileges and restrictions of any wholly unissued series of
preferred stock.  The Board of Directors,  without shareholder approval, can
issue shares of preferred stock with rights that could adversely affect the
rights of the holders of common stock.

During Calendar 2002, the Company's Board of Directors established two
separate classes of Preferred Stock - Class A and Class B.

Each share of Class A Preferred has a stated value of $5.00 per share and is
convertible into 10 shares of our  common stock.  The Class A Preferred does
not have any liquidation reference, voting rights, other conversion rights,
anti-dilution rights or any other preferential rights.  The Board of
Directors, on September 3, 2002, granted options to purchase 250,000 shares of
Class A Preferred Stock each to Randy Zych, the Company's Chairman, and
Charles Foerg, the Company's President.

Each share of Class B Preferred has a stated value of $1.00 and is entitled to
100 votes per share on all matters  presented to our shareholders  for action.
The Class B Preferred does not have any liquidation preference,  additional
voting rights, conversion rights, anti-dilution  rights or any other
preferential rights.  On September 3, 2002, the Company issued 15,000 shares
of Class B Preferred Stock each, valued at an aggregate $30,000, to Randy
Zych, the Company's Chairman, and Charles Foerg, the Company's President, in
partial payment of accrued officer compensation.  These transactions
approximated the discounted "fair value" of the Company's common stock based
on the quoted closing price of the Company's common stock on the date of the
respective transaction and the he Company relied upon Section 4(2) of The
Securities Act of 1933, as amended, for an exemption from registration on
these shares.

<page>F-12

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note J - Common Stock Transactions

In March 2002, the Company's shareholders approved an additional modification
to the Company's Articles of Incorporation to authorize the issuance of up to
50,000,000 shares of $0.001 par value Preferred Stock.  The effect of these
actions is reflected in the accompanying financial statements as of the first
day of the first period presented.

In January 2002, the Company sold 300,000 shares of restricted, unregistered
common stock to a consultant (Lone Wolf Business Services) for $45,000 cash.

In March 2002, the Company issued an aggregate of 480,000 shares of common
stock to three consultants, (Lone Wolf Business Services, Jamie Spangler, John
Dennee and P & L Trading, Co., Inc.) providing various management and
financial consulting services.  These transactions were valued at aggregate
amount of approximately $456,000, which approximates the "fair value" of the
services provided. 280,000 shares were issued to two consultants (Lone Wolf,
Spangler, and Dennee) pursuant to the Company's 2002 Stock Option Plan, filed
as a component of the Company's Registration Statement on Form S-8 in February
2002. The remaining 200,000 shares were restricted common stock (P & L).

In April 2002, the Company issued 500,000 shares of restricted common stock at
a price of $0.10 per share ($50,000) to a group of accredited investors
(represented by P & L Trading Co., Inc.). Included with each share were two
warrants to purchase one (1) share of restricted common stock each; a Class A
Warrant to purchase one (1) share of restricted common stock at a price of
$3.00 per share; and one (1) Class B Warrant to purchase one (1) share of
restricted share of common stock at a price of $4.00 per share, both
exercisable until March 1, 2004.

In July 2002, the Company issued 824,500 shares of restricted common stock to
two consultants providing investment banking, financial, management and
business consulting services.  These transactions were valued at $82,450,
which approximates the "fair value" of the services provided.

In August 2002, the Company issued 500,000 shares of restricted common stock
at a price of $0.10 per share ($50,000) to a group of accredited investors
(represented by P & L Trading Co., Inc.). Included with each share were two
warrants to purchase one (1) share of restricted common stock each; a Class A
Warrant to purchase one (1) share of restricted common stock at a price of
$3.00 per share; and one (1) Class B Warrant to purchase one (1) share of
restricted share of common stock at a price of $4.00 per share, both
exercisable until March 1, 2004.

In August and September 2002, the Company issued 288,000 and 1,000,00 shares
of restricted common stock to a public relations firm for various consulting
services valued at $272,000.  On December 2, 2002, the Company canceled these
1,000,000 shares due to non-performance by the consultant of the services
contracted.

In September 2002, the Company issued 250,000 shares of restricted common
stock at a price of $0.10 per share ($50,000). Included with each share were
two warrants to purchase one (1) share of restricted common stock each; a
Class A Warrant to purchase one (1) share of restricted common stock at a
price of $3.00 per share; and one (1) Class B Warrant to purchase one (1)
share of restricted share of common stock at a price of $4.00 per share, both
exercisable until March 1, 2004.

In September 2002 the Company issued 500,000 shares of restricted common stock
valued at $50,000 to our Chairman, Randy Zych in payment of a signing bonus
set forth in a new Employment Agreement dated September 1, 2002.

<page>F-13

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note J - Common Stock Transactions - Continued

In September 2002 the Company issued 500,000 shares of restricted common stock
valued at $50,000 to our President, Charles Foerg in payment of a signing
bonus set forth in a new Employment Agreement dated September 1, 2002.

From November through December 31, 2002 the Company issued 2,500,000 shares
pursuant to an Option Agreement sell 2,500,000 shares at a price of $0.10 per
share, for $250,000 to a group of accredited investors (represented by P & L
Trading Co, Inc.). Included with each share were one warrant to purchase one
(1) share of restricted common stock each; a Class B Warrant to purchase one
(1) share of restricted common stock at a price of $4.00 per share exercisable
until March 1, 2004.

The Company relied upon Section 4(2) of The Securities Act of 1933, as
amended, for an exemption from registration on these shares.

On May 19, 2003, the Company issued 200,000 shares of restricted, unregistered
common stock and 200,000 shares of free-trading stock to Lone Wolf Business
Services for providing business consulting services.  This transaction was
valued at $50,000 (or $0.13 per share), which was below the discounted "fair
value" of the Company's common stock based on the quoted closing price of the
Company's common stock on the date of the respective transaction.  The
differential between the discounted "fair value" (approximately $0.12 per
share) and the selling price resulted in a charge to operations of
approximately $50,000 for compensation expense related to common stock
issuances at less than "fair value".

On May 27, 2003, the Company sold an aggregate 60,000 shares of restricted,
unregistered common stock to a group of private investors, who were also
existing Company shareholders, for gross proceeds of approximately $30,000 (or
$0.50 per share), which approximates the discounted "fair value" of the
Company's common stock based on the quoted closing price of the Company's
common stock on the date of the respective transaction.

On May 27, 2003, the Company sold 200,000 shares of restricted, unregistered
common stock to a group of investors represented by P&L Trading Co., Inc. for
gross proceeds of approximately $23,000 (or $0.115 per share),  which was
below the discounted "fair value" of the Company's common stock based on the
quoted closing price of the Company's common stock on the date of the
respective transaction.  The differential between the discounted "fair value"
(approximately $0.02 per share) and the selling price resulted in a charge to
operations of approximately $4,000 for compensation expense related to common
stock issuances at less than "fair value".

On June 20, 2003, the Company issued 100,000 shares of restricted,
unregistered common stock to Lone Wolf Business Services for providing
business consulting services.  This transaction was valued at $12,500 (or
$0.13 per share), which was below the discounted "fair value" of the Company's
common stock based on the quoted closing price of the Company's common stock
on the date of the respective transaction.  The differential between the
discounted "fair value" (approximately $0.12 per share) and the selling price
resulted in a charge to operations of approximately $12,500 for compensation
expense related to common stock issuances at less than "fair value".

On June 20, 2003, the Company sold 300,000 shares of restricted, unregistered
common stock to a group of investors represented by P&L Trading Co., Inc. for
gross proceeds of approximately $45,000 (or $0.15 per share),  which was below
the discounted "fair value" of the Company's common stock based on the quoted
closing price of the Company's common stock on the date of the respective
transaction.  The differential between the discounted "fair value"
(approximately $0.10 per share) and the selling price resulted in a charge to
operations of approximately $30,000 for compensation expense related to common
stock issuances at less than "fair value".

<page>F-14

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note J - Common Stock Transactions - Continued

On July 25, 2003, the Company sold 400,000 shares of restricted, unregistered
common stock to a group of investors represented by P&L Trading Co., Inc. for
gross proceeds of approximately $50,000 (or $0.13 per share),  which was below
the discounted "fair value" of the Company's common stock based on the quoted
closing price of the Company's common stock on the date of the respective
transaction.  The differential between the discounted "fair value"
(approximately $0.05 per share) and the selling price resulted in a charge to
operations of approximately $20,000 for compensation expense related to common
stock issuances at less than "fair value".

On August 20, 2003, the Company sold 300,000 shares of restricted,
unregistered common stock to a group of investors represented by P&L Trading
Co., Inc. for gross proceeds of approximately $37,500 (or $0.13 per share),
which was below the discounted "fair value" of the Company's common stock
based on the quoted closing price of the Company's common stock on the date of
the respective transaction.  The differential between the discounted "fair
value" (approximately $0.07 per share) and the selling price resulted in a
charge to operations of approximately $22,500 for compensation expense related
to common stock issuances at less than "fair value".

On August 28, 2003, the Company sold 300,000 shares of restricted,
unregistered common stock to a group of investors represented by P&L Trading
Co., Inc. for gross proceeds of approximately $37,500 (or $0.13 per share),
which was below the discounted "fair value" of the Company's common stock
based on the quoted closing price of the Company's common stock on the date of
the respective transaction.  The differential between the discounted "fair
value" (approximately $0.02 per share) and the selling price resulted in a
charge to operations of approximately $7,500 for compensation expense related
to common stock issuances at less than "fair value".

On September 7, 2003, the Company issued 200,000 shares of restricted,
unregistered common stock and 200,000 shares of free-trading stock to Lone
Wolf Business Services for providing business consulting services.  This
transaction was valued at $75,000 (or $0.18 per share), which approximates the
discounted "fair value" of the Company's common stock based on the quoted
closing price of the Company's common stock on the date of the respective
transaction.

On September 12, 2003, the Company issued 35,715 shares of restricted,
unregistered common stock to an individual to acquire the licensing rights of
certain pallet handling technology.  This transaction was valued at
approximately $4,821, which approximates the discounted "fair value" of the
Company's common stock based on the quoted closing price of the Company's
common stock on the date of the respective transaction.

On September 16, 2003, the Company issued 500,000 shares of restricted,
unregistered common stock to a group of investors represented by P&L Trading
Co., Inc. for gross proceeds of approximately $62,500 (or $0.13 per share),
which approximates the discounted "fair value" of the Company's common stock
based on the quoted closing price of the Company's common stock on the date of
the respective transaction.

On October 10, 2003, the Company sold 48,428 shares of restricted,
unregistered common stock to an accredited investor for gross proceeds of
approximately $6,780 (or $0.14 per share), which the discounted "fair value"
of the Company's common stock based on the quoted closing price of the
Company's common stock on the date of the respective transaction.  The
differential between the discounted "fair value" (approximately $0.06 per
share) and the selling price resulted in a charge to operations of
approximately $2,905 for compensation expense related to common stock
issuances at less than "fair value".

<page>F-15

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note J - Common Stock Transactions - Continued

On October 14, 2003, the Company sold 500,000 shares of restricted,
unregistered common stock to a group of investors represented by P&L Trading
Co., Inc. for gross proceeds of approximately $50,000 (or $0.10 per share),
which was below the discounted "fair value" of the Company's common stock
based on the quoted closing price of the Company's common stock on the date of
the respective transaction.  The differential between the discounted "fair
value" (approximately $0.20 per share) and the selling price resulted in a
charge to operations of approximately $100,000 for compensation expense
related to common stock issuances at less than "fair value".

On December 1, 2003, the Company issued 500,000 shares into escrow to be used
as collateral on a prospective credit arrangement.  As of December 31, 2003,
this prospective loan has not materialized and these shares are have not been
"fully paid and assessable" and, accordingly, are not included in the issued
and outstanding totals in the accompanying financial statements.

The Company relied upon Section 4(2) of The Securities Act of 1933, as
amended, for an exemption from registration on these shares.

Note K - 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 (Plan).  Under the 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
our 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 will be 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.

<page>F-16

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note K - Stock Options - Continued

2002 Stock Option Plan - continued

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 an aggregate 280,000 options to purchase
an equivalent number of shares under the 2002 Plan, to three consultants,
(Lone Wolf Business Services, Jamie Spangler and John Dennee) providing
various management and financial consulting services.  These options were
exercised upon grant by the receiving parties as compensation for their
respective services.

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
(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
our 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 will be 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.

<page>F-17

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note K - Stock Options - Continued

2003 Stock Option Plan - continued

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.

Through December 31, 2003, the Company has issued no options to acquire common
stock under the 2003 Plan.

Other options

On January 15, 2002, the Company granted an aggregate 600,000 options to
purchase an equivalent number of shares of common stock as follows: 300,000
shares at $3.00 per share and 300,000 shares at $4.00 per share to an
accredited investor in conjunction with the sale of 300,000 shares for gross
proceeds of approximately $45,000.

On September 3, 2002, the Company issued Randy Zych, the Company's Chairman, 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, 2005.

On September 3, 2002, the Company issued Charles Foerg, the Company's
President, a fully vested three-year option to purchase up to 1,000,000 shares
of restricted common stock at an exercise price of $0.50 per share,
exercisable until September 1, 2005.

On October 1, 2002, the Company issued an Option to purchase 2,500,000 shares
at a price of $0.10 per share to a group of accredited investors (represented
by P & L Trading Co, Inc.) exercisable until December 31, 2002. The Option was
fully exercised for 500,000 shares in November 2002 and 2,000,000 shares in
December 2002.

The following table summarizes all common stock options granted through
December 31, 2003.


               Options    Options    Options     Options    Exercise Price
               granted   exercised  terminated  outstanding     per share
               --------- ---------  ----------  ----------- ---------------
2002 investors 3,100,000 2,500,000      -        600,000     $3.00 - $4.00
2002 officers  3,500,000    -           -        3,500,000       $0.10
               --------- --------- -----------  ----------- ----------------
 Totals        6,600,000 2,500,000      -        4,100,000
               ========= =========               =========

The weighted average exercise price of all issued and outstanding options at
December 31, 2003  is approximately $0.60 and all issued and outstanding
options are vested and eligible for exercise.

<page>F-18

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued


Note K - Stock Options - Continued

In December 2002, FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure".  This statement amends SFAS No. 123
"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 148, elected
to expense the imputed compensation cost related to stock options granted
during Fiscal 2002.

Year ended December 31, 2002
----------------------------
Expected life of the option:    The initial life of the corresponding option,
                                generally three (3) years

Expected volatility in
  the Company's stock price:    500.0%, 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 $525,000 being charged to
operations for the year ended December 31, 2002 for stock options issued
during the year.

Note L - Stock Warrants

In April 2002, the Company in conjunction with the sale of 500,000 shares of
restricted common stock, issued 1,000,000 warrants to purchase one (1) share
of restricted common stock each; 500,000 Class A Warrants to purchase one (1)
share of restricted common stock at a price of $3.00 per share; and 500,000
Class B Warrant to purchase one (1) share of restricted share of common stock
at a price of $4.00 per share, both exercisable until March 1, 2004.

In August 2002, the Company in conjunction with the sale of 500,000 shares of
restricted common stock, issued 1,000,000 warrants to purchase one (1) share
of restricted common stock each; 500,000 Class A Warrants to purchase one (1)
share of restricted common stock at a price of $3.00 per share; and 500,000
Class B Warrant to purchase one (1) share of restricted share of common stock
at a price of $4.00 per share, both exercisable until March 1, 2004.

In September 2002, the Company, in conjunction with the sale of 250,000 shares
of restricted common stock, issued 500,000 warrants to purchase one (1) share
of restricted common stock each; 250,000 Class A Warrants to purchase one (1)
share of restricted common stock at a price of $3.00 per share; and 250,000
Class B Warrant to purchase one (1) share of restricted share of common stock
at a price of $4.00 per share, both exercisable until March 1, 2004.

From November through December 31, 2002, the Company, in conjunction with the
sale of 2,500,000 shares of restricted common stock, issued 2,500,000 Class B
Warrant to purchase one (1) share of restricted share of common stock at a
price of $4.00 per share, both exercisable until March 1, 2004.

<page>F-19

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued

Note L - Stock Warrants - Continued

On May 27, 2003, the Company, in conjunction with the sale of 200,000 shares
of restricted common stock, issued 400,000 Class B Warrants to purchase one
(1) share of restricted common stock at a price of $4.00 per share,
exercisable until March 1, 2004.

On June 20, 2003, the Company, in conjunction with the sale of 300,000 shares
of restricted common stock, issued 400,000 Class B Warrants to purchase one
(1) share of restricted common stock at a price of $4.00 per share,
exercisable until March 1, 2004.

In October 2003, the Company, in conjunction with various sales of restricted
common stock, issued 2,013,800 warrants to purchase one (1) share of
restricted common stock each; 513,800 Class A Warrants to purchase one (1)
share of restricted common stock at a price of $3.00 per share; and 1,500,000
Class B Warrant to purchase one (1) share of restricted share of common stock
at a price of $4.00 per share, both exercisable until March 1, 2004.
<table>
                                                         Warrants
                                         Warrants   outstanding at
                                       originally     December 31,
                                           issued             2003      Exercise price
                                       ----------   --------------      ---------------
                                       <C>          <C>                 <C>
2002 - Series A                         2,050,000        2,050,000      $3.00 per share
2002 - Series B                         4,150,000        4,150,000      $4.00 per share

Totals at December 31, 2002             6,200,000        6,200,000

2003 - Series A                           513,800          513,800       $3.00 per share
2003 - Series B                         2,300,000        2,300,000

Totals at December 31, 2002             9,013,000        9,013,000
</table>
No warrants were cancelled, exercised or expired during the period from the
issuance of the respective warrant(s) and December 31, 2003.  As of March 1,
2004, all of the above warrants expired with none being exercised.


Note M - Commitments

Product Development

In January 2000, the Company purchased the rights to a pallet related product
for $1,100 cash.  Additionally, upon successful development of the product and
marketplace acceptance of the product, the Company is obligated to issue 5,000
post-reverse split shares (25,000 pre-reverse split shares) of unregistered,
restricted common stock.

As of December 31, 2003, the Company has completed some initial market demand
studies and remains in the research and development phase on this product.  No
identifiable market demand has been recognized and  no sales have been made.
In September 2003, the Company issued 35,715 shares of restricted,
unregistered stock to complete this transaction to avoid threatened litigation
over alleged non-performance on the part of the Company related to the
utilization and marketing of this product.  In the event that the Company can
successfully bring this product to market, the Company will be liable for a
royalty payment of approximately $7.50 per unit sold.

<page>F-20

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued


Note M - Commitments - Continued

Officer Compensation

For periods prior to January 1, 2002, the Company's two controlling
shareholders/officers had an informal, unwritten agreement with the Company
whereby they will provided their services to the Company at an annual salary
of $60,000 each, with one quarter or $30,000, to be contributed to the Company
as "additional paid-in capital" and one-quarter, or $30,000, to be accrued and
paid at a future date when the Company's cash flows will support the
repayment.

Effective January 1, 2002, these officers/shareholders have amended their
informal, unwritten agreement whereby the Company will pay each of them an
annual salary of $85,000, to be accrued and paid at a future time when the
Company has the available cash flow to retire the debt.

On September 1, 2002, the Company's Board of Directors ratified an Employment
Agreement (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 expires on the third anniversary date of the Agreement
with an automatic five (5) year extension 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
$125,000 per year, payable in cash.  Each subsequent year's base salary shall
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
restricted, unregistered common stock upon execution of this Agreement.

Further, the Chief Executive Officer was granted 250,000 options purchase
shares of the Company's Class A Preferred Stock at a price of $5.00 per share.
These options vest upon execution of this Agreement and expire on the third
anniversary date of this Agreement with an option to renew, if unexercised,
for up to an additional three years.

On September 1, 2002, the Company's Board of Directors ratified an Employment
Agreement (Agreement) with Charles Foerg to serve as the Company's President.
The Agreement term was effective as of September 1, 2002 and expires on the
third anniversary date of the Agreement with an automatic five (5) year
extension 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 $125,000 per year, payable in
cash.  Each subsequent year's base salary shall 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 restricted, unregistered
common stock upon execution of this Agreement.

Further, the President was granted 250,000 options purchase shares of the
Company's Class A Preferred Stock at a price of $5.00 per share.  These
options vest upon execution of this Agreement and expire on the third
anniversary date of this Agreement with an option to renew, if unexercised,
for up to an additional three years.

On September 3, 2002, the Company issued 15,000 shares of Series B Preferred
Stock, valued at $15,000, each to Randy Zych, the Company's Chairman, and
Charles Foerg, the Company's President, in partial payment of accrued officer
compensation.  These transactions approximated the discounted "fair value" of
the Company's common stock based on the quoted closing price of the Company's
common stock on the date of the respective transaction and the he Company
relied upon Section 4(2) of The Securities Act of 1933, as amended, for an
exemption from registration on these shares.

As of December 31, 2003 and 2002, respectively, the Company has accrued
approximately $626,000 and $380,000 in earned, but unpaid, officer
compensation.

<page>F-21

        RPM Technologies, Inc.
        Notes to Financial Statements - Continued


Note N - Related Party Transactions

The Company conducts it's operations from the separate personal offices of
Randy Zych, it's Chairman and Charles Foerg, it's President.  No formal lease
agreement exists for the use of these offices.  During 2003, the Company paid
the officers an aggregate approximately $61,900 for the use of these offices
and reimbursement of Company expenses paid personally on behalf of the
Company.

Note O - Selected Financial Data (Unaudited)
<table>
The following is a summary of the quarterly results of operations for the
years ended December 31, 2003 and 2002, respectively.




					Quarter ended   Quarter ended   Quarter ended   Quarter ended    Year ended
                                           March 31,        June 30,    September 30,    December 31,    December 31,
                                        -------------   -------------   --------------  --------------   ------------
					<C>             <C>             <C>             <C>              <C>
Calendar 2003
--------------
        Revenues                           $95,296          $184,500      $501,692         $710,822       $1,492,310
        Gross profit                        14,398            84,213       159,002          184,916          442,529
        Net earnings                      (108,199)          (33,849)     (165,207)        (403,763)        (711,018)
        Basic and fully diluted
                earnings per share          $(0.01)              nil        $(0.02)          $(0.03)          $(0.06)
        Weighted average
                number of shares
                issued and outstanding   9,933,103         9,941,475    10,737,563        3,421,332       11,346,503

Calendar 2002
--------------
        Revenues                           $11,856           $95,352       $34,303          $80,730         $222,241
        Gross profit                           830            26,718        23,011           25,338           75,897
        Net earnings                      (247,386)          (70,119)      (85,821)      (2,479,204)      (2,882,530)
        Basic and fully diluted
                earnings per share          $(0.07)           $(0.02)      $(0.02)           $(0.30)          $(0.51)
        Weighted-average
                number of shares
                issued and outstanding   3,634,513         4,526,557     4,836,817        8,324,317         5,625,631
</TABLE>
<page>F-22

              INDEX TO EXHIBITS

Exhibit
Number           Description
-------          -----------
2.1     Certificate and Agreement of Merger by and
        among RPM Technologies, Inc., Colorado and
        Mann Enterprises, Inc. dated March 17, 2000 (1)

2.2     Asset Purchase Agreement by and between the
        Company and Savoia Corporation dated January 4,
        1999 (1)

3.1     Articles of Incorporation of the Company, as
        amended (1)

3.2     By-Laws of the Company, as amended (1)

4.1     Form of Stock Certificate of Common Stock (1)

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

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

10.3    RPM Non-Qualified Stock Option and Stock Bonus
        Plan effective February 28, 2002(2)

10.4    Amended Non-Qualified Stock Option and Stock
        Bonus Plan effective February 6, 2003 (3)

31.1    Certification pursuant to Section 302 of Sarbanes-
        Oxley Act of 2002 - Chief Executive Officer and
        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 Form S-8 filed with the
        Securities   and  Exchange   Commission  on   February 28, 2002
        (Registration No. 333-83520) and incorporated herein by reference.

(3)     Filed as an exhibit to the Registrant's Form S-8 filed with the
        Securities   and   Exchange   Commission   on   February 6, 2003
        (Registration No. 333-103015) and incorporated herein by reference.

<page>30

                        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 16th day of April, 2004.



                                               RPM TECHNOLOGIES, INC.
                                               /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 as
of the dates indicated.

Name                         Title                         Date


/S/ RANDY ZYCH          Chairman of the Board,          April 30, 2004
------------------      Chief Executive Officer
Rab=ndy Zych            (principal executive officer)
                        and Director

/S/ CHARLES FOERG       Interim President,
------------------      Secretary/Treasurer and         April 30, 2004
Charles Foerg           Director


/S/DAVID LADE           Financial Officer               April 30, 2004
------------------      Director
David Lade
<page>31


                  EXHIBITS

Exhibit
Number           Description
-------          -----------

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

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




<page>32