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                        U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C.  20549

                                    FORM 10-KSB
(Mark One)

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the year ended December 31, 2001.

[ ] Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 [no fee required]

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 pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(b) 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.
[X]Yes[ ]No

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B Contained herein, and 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. [X]

State Issuer's revenues for it's most recent year: $97,299

The aggregate number of shares of the voting common stock held by non-
affiliates on March 28, 2002 was 3,000,003.  The market value of these
shares, computed by reference to the market closing price on March 28, 2002
was $3,750,003.  For the purpose of the foregoing calculation only, all
directors and executive officers of the registrant have been deemed
affiliates. The number of of the company's common stock  outstanding of
issuer's classes of equities as of March 28, 2002 was 4,070,513.
                            <page> 1
                        TABLE OF CONTENTS

Description of Business	                                                3

Description of Property	                                               15

Legal Proceedings	                                               15

Submission of Matters to a Vote of Security Holders	               15

Market for Common Equity and Related Stockholder Matters	       16

Management's Discussion and Analysis or Plan of Operation	       17

Financial Statements	                                               19

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure	                                               19

Directors, Executive Officers, Promoters and Control Persons	       19

Executive Compensation	                                               20

Security Ownership of Certain Beneficial Owners and Management	       21

Certain Relationships and Related Transaction	                       22

Exhibits and Reports on Form 8-K	                               22
                               <page> 2

PART I

Item 1.     Description of Business

General

This report on Form 10-KSB contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ significantly from
the results discussed in the forward-looking statements.

Forward-Looking Information-General

This report contains a number of forward-looking statements, which reflect
our current views with respect to future events and financial performance
including statements regarding RPM's projections. These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or those
anticipated. In this report, the words "anticipates", "believes",
"expects", "intends", "future", "plans", "targets" and similar expressions
identify forward-looking statements. Readers are cautioned to not place
undue reliance on the forward-looking statements contained herein, which
speak only as of the date hereof. We undertake no obligation to publicly
revise these forward-looking statements, to reflect events or circumstances
that may arise after the date hereof.

Additionally, these statements are based on certain assumptions that may
prove to be erroneous and are subject to certain risks including, but not
limited to, our dependence on limited cash resources, and its dependence on
our certain key personnel. Accordingly, actual results may differ, possibly
materially, from the predictions contained herein.

A. Business Development and Summary

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 ("RPMC"). RPMC
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 RPMC. On April 17, 2000, the Company collapsed the RPMC
subsidiary when RPMC was merged into the Company, and the Company adopted
its current name, RPM Technologies, Inc.

RPMC has engaged in the business of developing, producing and marketing
plastic pallets since its inception in December 1997. Because the Company
did not conduct material operations prior to its acquisition of RPMC, the
term "Company" will hereafter refer to the operations of RPMC, unless
otherwise specified.

On January 4, 1999, the Company executed an Asset Purchase Agreement by
which it formalized the acquisition of rights to the designs, engineering,
production and sales of the plastic pallets of Savoia Corporation, a
Delaware corporation. However, the transaction was consummated on August
20, 1998 when the Company issued 4,086,957 shares of the Company's Common
Stock in consideration for Savoia's assets. These shares were valued at
$470,000, or $0.115 per share, which represented the actual research and
development expenses incurred by Savoia in the development of the plastic
pallet design. The value of the shares is believed to represent market
value for the assets acquired.
                              <page> 3
B. Business

(1) Overview

The goal of the Company has always been to manufacture and market plastic
pallets and other material handling products from recycled plastic
materials (hence "RPM"). Although the Company does not currently
manufacture the plastic pallets itself, it has developed what it believes
to be a proprietary processing system of producing stronger, more
desirable, and more cost-effective plastic pallets than common wood pallets
currently on the market today. The pallets are made from recycled plastic
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.

The vast majority of the Company's time and efforts has been devoted to
market and product research, product design and development, preparation of
marketing plans and strategies, and obtaining the financing necessary to
expand operations. Only limited production has occurred and the Company has
insubstantial assets, made limited sales, and is considered to be in the
development stage.

A pallet is a portable platform designed to accommodate the storing or
moving of cargo or freight. Pallets have been used for decades as an
efficient method for handling many different types of materials. Until
recently, pallets have primarily been manufactured from wood. The plastic
pallet industry began in the 1980's in response to the need for lighter-
weight pallets that met environmental regulations and concerns. Many early
plastic pallet manufacturers entered the market when existing wood pallet
customers requested a plastic pallet that would meet their specific
applications. Based on the Company's telephone surveys and corporate
experience, it believes that most of the early manufacturers were local
plastic products suppliers who did not possess a national
sales/distribution network.

(2) The Pallet Industry

The size of the pallet industry has been difficult to gauge due to a lack
of standard information. However, The Wall Street Journal, on April 1,
1998, reported that 1.5 billion wood pallets are currently in use in the
United States. Additionally, in the National Wooden Pallet and Container
Association publication, the US Forest Service stated that approximately
400 million new wood pallets are purchased in the United States each year.
Taking the more conservative of these two figures and employing an average
selling price of $9.00 per pallet, the Company believes the wood pallet
manufacturing and sales business approximates $4 billion in annual
revenues.

Wood pallets currently comprise the vast majority of the entire pallet
industry. Based upon our review of industry documentation and our internal
telephone survey of 25 plastic pallet manufacturers, we estimate that
plastic pallets constitute approximately 6% of the total pallets used in
the United States.

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.
Additionally, based upon the Company's experiences in the field, discussions
with buyers and distribution centers, it has concluded that demand has
increased for a high-quality source of pallets, distributed through an
efficient, more sophisticated system. Based on information received and
reviewed, the Company believes damages caused by faulty wood pallets result
in material losses to wood pallet users. Wood pallets breaking under their
load are the cause of this damage and also result in loose splinters and
nails contributing to employee injuries. The durability of plastic pallets,
therefore, may provide the Company an edge in this market.
                                  <page> 4
(3) 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.

Wood pallets are sold in two grades. Grade one is required, pursuant to FDA
regulations, for shipping edible and healthcare related products. A grade
one pallet must be new. Grade one pallets cost 20% to 40% more than grade
two pallets, which are generally "used" pallets. Plastic pallets do not
qualify, and therefore are not subject to similar regulation, as grade one
pallets. While plastic pallets are subject to a FDA requirement regarding
the amount of resin contained in pallets used for transporting certain
kinds of food and/or drug products, the Company's pallets meet these FDA
requirements without extraordinary handling or expenditure. Therefore, the
Company's target sales market consists of grocers, bottlers, distributors,
and packaged goods manufacturers who have traditionally used grade one wood
pallets.

The target market for the Company's products also includes those entities
that use grade two pallets as a core element of operations. The Company
believes these businesses can realize savings by investing in fewer higher
priced, higher quality plastic grade one pallets than the lower priced,
lower quality wood pallets. Although such savings cannot be assured, the
Company intends to pursue this marketing strategy as extensively as its
limited budget allows.

(4) 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.
                                 <page> 5
The Company has successfully developed the following types of pallets,
which are now being offered for sale to markets throughout North America:

        (i.) 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.

        (ii.) 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".

        (iii.) 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.

        (iv.) 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.

The only non-pallet product that the Company currently offers is a Dual-
Lift QuickSet Forklift Attachment for shippers. The forklift attachments
are made on a one-at-a-time production schedule and customized where
appropriate to adapt to the customer's forklifts. We can produce and
deliver these attachments with seven days lead-time. Five units have been
sold thus far to three customers.

(5) Outsourced Manufacturing

RPM does not own or operate any manufacturing facilities. All manufacturing
and assembly of our pallets is outsourced and currently achieved by one
independent contractor, Polytec Manufacturing, Inc., in Wheaton, Minnesota,
which utilizes large-scale industrial facilities, replete with a variety of
presses and equipment. We own our own pallet molds and have Polytec use
them in production. Our contractual relationship with Polytec is, in our
opinion, customary in the plastic injection-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 the others from
whom we have received quotes have agreed to manufacture our pallets at a
fixed price per pallet. Polytec has 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.
                                 <page> 6
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.

Our forklift attachment is currently being manufactured on an order-by-
order basis by Assured Welding & Mfg. Co., Schiller Park, Illinois, and
Advanced Welding & Manufacturing, Inc., Orlando, Florida. These units are
"customized" to adapt to the particular forklift employed by the customer.

(6) Raw Materials; Recycling

Our pallet manufacturer, Polytec, orders 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.

(7) 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: (7a) our processing and
manufacturing advantages; (7b) the advantages of our proprietary plastic
pallet as compared to other pallets; and (7c) a cost - benefit discussion
of the price of our pallets compared to wood pallets and other plastic
pallets.
                               <page> 7
(7a) 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 light-weight 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.

Equally significant is the proprietary manufacturing process purchased from
the Savoia Corporation, which utilizes an additive that transforms
previously incompatible scraps of plastic into a homogeneous blend that
flows evenly into the molds. Our technology allows for the use of a mix of
recyclable plastic materials, which enhances the economic and structural
integrity of the pallet. Raw materials used typically consist of HDPE, PPO,
Polypropylene and PET in a variety of formulations.

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 unrelated to Savoia, or us
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 manufacturer, which
uses 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.

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.
                               <page> 8
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.

(7b) 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 20 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.

(7c) 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> 9
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.

(8) 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 its 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.
                                <page> 10
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.

(8a) 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.

(8b) 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.
                                <page> 11
(8c) 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.

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.

(8d) 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.

(8e) Directed Marketing Plans

In the 2nd and 3rd Quarters of 2002, 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:

   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.

   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.
                                <page> 12
   join selected trade organizations that serve the material handling
   industry, and participate in national and international trade shows.

   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.

   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.

   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.

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

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

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

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

   promote a website, www.rpmplasticpallets.com, which was re-designed to
   function as an interactive, e- commerce-ready site. Sales will be
   developed until such time as the Company has the funds to vigorously
   promote and advertise its site. A goal of such site will be to accept
   and process orders electronically.

(9) Operations and Employees

The Company currently has two (2) full time employees and/or officers and
five (5) part-time employees and/or officers. These employees are
experienced in materials handling and plastic pallet operations. During the
initial design and engineering phases of the products, the Company has
maintained a low overhead and will continue to do so until manufacturing
and sales are substantially underway. Additional staffing will occur on an
as-needed basis, dictated by the sales volume achieved.
                               <page> 13
(10) 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 acquired the bulk of its proprietary technology
pursuant to an Asset Purchase Agreement with the Savoia Corporation which
was executed on January 4, 1999.

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.

Until December 1997, the Company possessed certain patent rights for an
attachment to a forklift, which the Company currently uses. This attachment
allows handling of two loaded pallets side-by-side, applicable for
forklifts and has a capacity of 10,000 pounds. The Company let this patent
expire because the attachment was secondary to the pallet research and
development and financing requirements. Although the Company has re-applied
for similar patent protection in 2001, and management believes this will be
approved sometime during 2002, no such assurances can be given that such
patent will ever be approved.

(11) 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.

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.
                                 <page> 14
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

We have two full time employees and a four person advisory board.  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.

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.

The Company also occupies approximately 2,000 square feet of warehouse
space located in Mokena, Illinois, approximately 45 miles south of Chicago,
where it stores plastic pallets, certain raw materials and its fork lift
products. This space is being provided by James Tokoly, an officer of the
Company, in exchange for the Company's provision of group medical insurance
for Tokoly and his wife. The Company hopes to consolidate its office and
warehouse space by August 30, 2002, at which time it will begin to pay
rent.

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.
                               <page> 15
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 2002 has not been set.

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

The Company is authorized to issue 250,000,000 shares of no par value
Common Stock.  As of March 28, 2002 the Company had 4,070,513 shares of
Common Stock issued.

The Company's holders of Common Stock are each entitled to cast one vote
for each Share held of record on all matters presented to shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the
outstanding Common Stock can elect all directors.

Holders of Shares of Common Stock will have full rights to vote on all
matters brought before shareholders for their approval. The holders of
Common Stock will have no conversion, preemptive or other subscription
rights.

As of March 28, 2002, there were over 555 shareholders of record of the
Company's common stock.

Price Range Of Common Stock

Our Common Stock is listed on the electronic bulletin board under the
symbol "RPMM" and has traded between $0.75 and $2.20 since it began trading
in December 2001.

During the year ended 2001, the Company received comments from the SEC and
NASD relating to 736,692 shares ("Shares") of the Company's common stock
issued to Peark Corp. ("Peark") by the Company's predecessor, Mann
Enterprises, Inc., on February 14, 1996, and apparently subsequently
distributed to Peark's shareholders.  The Company attempted to verify
certain representations and legal conclusions made by Peark's legal counsel
concerning the tradability of the Shares.  However, verification of these
representations and legal conclusions was not attained, and the Company
believes verification is impossible for the Company's current management to
obtain.  As a result, the Company has instructed its transfer agent to
restrict the transfer of all of the Shares issued to Peark until the
current holder of the Shares either:
                              <page> 16
1.	Registers the Shares pursuant to the appropriate federal and state
securities laws; or

2.	Provide a legal opinion establishing that the issuance of the
Shares was not part of a scheme to evade federal and state registration
requirements and that the Shares were issued in a transaction or chain of
transactions exempt from federal and state registration requirements.

Once the Company initiated this action, the comments and concerns of the
SEC and NASD were resolved.

Dividend Policy

The Company has never declared a dividend on its common stock.  The Company
does not currently intend to declare or pay any dividends on its Common
Stock, except to the extent that such payment is consistent with the
Company's overall financial condition and plans for growth. Holders of
Common Stock are entitled to receive such dividends as may be declared by
the Board of Directors out of funds legally available therefore and, in the
event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities.  The Board of Directors is
not obligated to declare a dividend and it is not anticipated that
dividends will be paid until the Company is in profit.  Any future
determination to declare and pay dividends will be at the discretion of the
Company's Board of Directors and will be dependent on the Company's
financial condition, results of operations, cash requirements, plans for
expansion, legal limitations, contractual restrictions and other factors
deemed relevant by the Board of Directors.

Stock Issuances

In January 2002, an investor purchased 300,000 shares of the Company's
restricted common stock for $125,000.

In March 2002, the Company issued 480,000 common shares to a consultant for
services totaling $240,000.

The Company believes the shares issued were issued pursuant to a valid Form
S-8 Registration Statement or did not involve a public offering and were
made in reliance upon an exemption from registration provided by Regulation
D and Section 4(2) of the Securities Act of 1933, as amended.

Item 6.   Management's Discussion and Analysis or Plan of Operation

Results of Operations

The Company has realized nominal revenues related to the sales of
production plastic pallets and prototype plastic pallets acquired during
various research and development efforts.  During the year ended December
31, 2001, the Company realized revenues of $97,299, a nominal decrease from
the $112,600 in revenues realized during the year ended 2000.  This
decrease in revenues was directly related to the Company's inability to
consummate prospective orders in the marketplace due to a lack of capital
resources.
                               <page> 17
Cost of sales increased to $90,689 during 2001, from $57,590 in 2000.  The
Company incurred minimal costs of sales in the 2001 due to the sale of
products developed during product research and development.  For the year
ended December 31, 2001, the Company had total expenses of $473,435, as
compared to total expenses of $504,284 for 2000.  The decline is directly
attributable to a decrease of $100,924 in research and development expenses
even though payroll increased by some $92,987 and general and
administrative expenses increased due slightly, combined with a moderate
decrease of $37,114 in professional and consulting fees, all of which are
due to the lack of capital resources to fully operate the Company at
optimum levels.

The Company experienced a net loss of $(461,194) for the year ended
December 31, 2001 versus a net loss of $(438,410) during last year 2000.

Liquidity and Capital Resources

For all periods through December 31, 2001, the Company has maintained
liquidity through the issuance and sale of various securities, including
convertible notes and common stock.  At year-end December 31, 2001, the
Company had working capital of $(238,200), as compared to $9,542 as of
December 31, 2000.  Included in the working capital as of December 31,
2001, was available cash on hand of $50,889, as compared to $215,786 as of
December 31, 2000.

Management has been and continues to be in discussion with various
retailers for the sale of its plastic pallets.  Management has received
informal commitments to purchase material quantities from these potential
customers.  It is anticipated that firm orders will be received and
consummated shortly after the acquisition of additional working capital.

On November 2, 2001, the Company's securities were approved for trading on
the NASDAQ Electronic Bulletin Board under the trading symbol "RPMK" now
trading under symbol "RPMM".  Management has commenced efforts to raise
additional working capital through either additional equity offerings or
short-term debt.  Either option is anticipated to allow the Company to
provide customer order fulfillment.

Management is of the opinion that there is potential availability of
incremental short-term debt collateralized by firm customer orders and/or
the opportunity for the sale of additional equity securities through either
private placements or secondary offerings.

However, there can be no assurance that the Company will be able to obtain
additional funding or, that such funding, if available, will be obtained on
terms favorable to, or affordable by, the Company.

Effect of Inflation

Inflation did not have any significant effect on the operations of the
Company during the year ending December 31, 2001.  Further, inflation is
not expected to have any significant effect on future operations of the
Company.
                              <page> 18
Item 7.   Financial Statements

See pages F-1 through F-13 for this information.


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2001
RPM TECHNOLOGIES, INC. (A Development Stage Company)

                                                            Page No.

INDEPENDENT AUDITORS' REPORT                                  F-3

FINANCIAL STATEMENTS
Balance Sheet as of December 31, 2001 and 2000                F-4
Statements of Operations and Comprehensive Loss               F-5
Statements of Changes in Shareholders' Equity                 F-6
Statements of Cash Flows                                      F-7
Notes to Consolidated Financial Statements                    F-8

Financial statements are audited and included herein beginning on page
F-3 and are incorporated herein by this reference.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.


PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons.

MANAGEMENT

The officers and directors of the Company are as follows:

Name                      Age         Position
------------------------------------------------------------
Mr. Randy Zych            54          Chairman & CEO
Mr. Charles Foerg         66          Secretary/Treasurer and Director
Mr. David Lade, CPA       42          Chief 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, 54, 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.
                              <page> 19
Mr. Charles W. Foerg, 66, 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 Chief 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.

Item 10.    Executive Compensation

As of this date, no officer or director has received a salary, although
expenses incurred by officers and directors have been reimbursed to
officers and directors, as approved by the Board of Directors, on occasions
warranted. The Company intends to pay Randy Zych, its chief executive
officer and chairman of board of directors, $85,000 annually if and when
the Company receives its desired financing of $750,000, which may never be
received. 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.

Board Compensation

Members of the Company's board of directors receive no compensation for
attendance at board meetings. However, on December 31, 2000, the Company's
directors adopted a resolution providing for reimbursement for all
reasonable out-of-pocket expenses incurred by the directors in connection
with their attendance at the board meetings.
                              <page> 20
Options/SAR Grants in Last Fiscal Year

No individual grants of stock options (whether or not in tandem with SARs),
or freestanding SARs were made during the last completed fiscal year to any
of the named executive officers.

Bonuses and Deferred Compensation

There are no compensation plans or arrangements, including payments to be
received from the Company, with respect to any person named as a director,
executive officer, promoter or control person above which would in any way
result in payments to any such person because of his resignation,
retirement, or other termination of such person's employment with the
Company or its subsidiaries, any change in control of the Company, or a
change in the person's responsibilities.

In February 2002, we established the 2002 Stock Option Plan for independent
consultants to the Company. Pursuant to that plan, we filed an S-8
Registration Statement on February 28, 2002. The purpose of the Plan is to
further compensate independent consultants of the Company through the
granting of non-qualified stock options (as described in Sections 83 and
421 of the Internal Revenue Code).  Shares of stock covered by stock
options and stock bonuses consist of 300,000 shares of the common stock of
the Company.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of December 31, 2001, the name, address,
and the number of shares of the Common Stock, held of record or
beneficially by each person who held of record, or was known by the Company
to own beneficially, more than 5% of the 3,290,513 shares of Common Stock
issued and outstanding, and the name and shareholdings of each director,
and of all officers and directors as a group. As of December 31, 2001, each
owner of 5% or more of the Common Stock also serves as a director, and in
some cases, also as an officer.
<TABLE>
Name and Address of  Beneficial Owner	   Number of Shares Beneficially Owned (1)	 Percent of Class
                                           <C>                                           <C>
James Tokoly
P.O. Box 1001
Orland Park, IL 60462	                                   181,000	                       5.6%

Executive Officers and Directors

Charles Foerg
21061 West Braxton
Plainfield, IL 60544	                                    510,510	                       15.7%

Randy Zych
9109 Arbour Walk Dr.
Frankfort, IL 60423	                                    550,000	                       16.9%

David Lade
360 E. Randolph
Apt. 2905
Chicago, IL 60606	                                     50,000	                       0.31%

All Executive Officers & Directors  as a Group 	          1,291,510	                      38.51%
</TABLE>
                                 <page> 21
(1) The number of shares beneficially owned by the entities above is
determined under rules promulgated by the SEC and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days through
the exercise of any stock option or other right. The inclusion herein of
such shares, however, does not constitute an admission that the named
stockholder is a direct or indirect beneficial owner of such shares. Unless
otherwise indicated, each person or entity named in the table has sole
voting power and investment power (or  shares such power with his or her
spouse) with respect to all shares of capital stock listed as owned by such
person or entity.


PRINCIPAL SHAREHOLDERS

As of December 31, 2001, we had 3,290,353 outstanding shares of common
stock.  Each common share entitles the holder to one vote on any matter
submitted to shareholders for approval.

Item 12.  Certain Relationships and Related Transactions


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.

The Company also occupies approximately 2,000 square feet of warehouse
space located in Mokena, Illinois, approximately 45 miles south of Chicago,
where it stores plastic pallets, certain raw materials and its fork lift
products. This space is being provided by James Tokoly, an officer of the
Company, in exchange for the Company's provision of group medical insurance
for Tokoly and his wife. The Company hopes to consolidate its office and
warehouse space by August 30, 2002, at which time it will begin to pay
rent.

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits, None.

(b)  Reports on Form 8-K:

	None.
                              <page> 22
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                         RPM TECHNOLOGIES, INC.

Date: March 28, 2002			     By  /S/ Randy Zych
                                                 Randy Zych, CEO


Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated have signed this Report below.

 Signature               	    Title                         Date

/S/ Randy Zych
    Randy Zych	         President, Chairman, and Director	March 28, 2002
/S/Charles Foerg
   Charles Foerg	 Secretary, Treasurer and Director	March 28, 2002

/S/ David Lade
    David Lade	         Chief Financial Officer and Director	March 28, 2002

                                 <page> 23