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 fiscal year ended December 31, 2000.

[     ] 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                                              36-4063661
      --------                                              ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                21061 West Braxton, Plainfield, Illinois 60544
                ----------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                (815) 293-1190
                                --------------
               (Issuer's telephone number, including area code)

Securities registered under Section 12(b) of the Act:  None
                                                       -----

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, .001 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 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
or any amendment to this Form 10KSB[ X ]

      Issuer's revenues for the fiscal year ended December 31, 2000, was
$112,600.

      The issuer's book value as set forth in the Company's audited financial
statements for the year ended December 31, 2000 was $717,488.

      Number of shares of common stock, no par value, outstanding as of January
31, 2001, was 16,246,761.


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                              TABLE OF CONTENTS

Item 1. Description of Business..............................................2
        A. Business Development and Summary .................................2
        B. Business of Issuer ...............................................3
            (1) Overview ....................................................3
            (2) The Pallet Industry..........................................3
            (3) Pallet Users ................................................4
            (4) Types of Pallets and Related Services .......................4
            (5) Outsourced Manufacturing.....................................5
            (6) Raw Materials; Recycling.....................................6
            (7) Unique Competitive Advantages................................6
            (7a) Processing and Manufacturing Advantages.....................7
            (7b) Product Advantages..........................................8
            (7c) Cost - Benefit Analysis.....................................8
            (8) Sales and Marketing..........................................9
            (8a) Sales Agents & Distributors.................................9
            (8b) Leasing Option.............................................10
            (8c) Recycle Program............................................10
            (8d) Trial Order Program........................................11
            (8e) Directed Marketing Plans...................................11
            (9) Operations and Employees....................................12
            (10) Proprietary Technology.....................................12
            (11) Competition................................................13
Item 2. Description of Property.............................................14
Item 3. Legal Proceedings ..................................................14
Item 4. Submission of Matters to a Vote of Security Holders.................14
Item 5. Market for Common Equity and Related Stockholder Matters............14
        Dividend Policy.....................................................15
        Transfer Agent......................................................15
Item 6.  Management's Discussion and Analysis or Plan of Operation..........15
        Special Note on Forward-Looking Statements..........................15
        Plan of Operation...................................................15
        Research and Development............................................16
        Results of Operations...............................................17
        Liquidity and Capital Resources.....................................17
        Need for Future Financing...........................................19
Item 7. Financial Statements................................................20
Item 8. Changes in and Disagreements with Accountants.......................20
Item 9. Directors and Executive Officers....................................20
Item 10.Executive Compensation..............................................22
        Board Compensation..................................................22
        Options/SAR Grants in Last Fiscal Year..............................23
        Bonuses and Deferred Compensation...................................23
Item 11.Security Ownership of Certain Beneficial Owners and Management......23
Item 12.Certain Relationships and Related Transactions......................24
        Savoia Corporation..................................................24
Item 13.  Exhibits and Reports on Form 8-K..................................24

INDEX TO EXHIBITS...........................................................26



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Item 1. Description of Business

This report on Form 10-KSB contains forward-looking statements that involve
risks and uncertainties. RPM Technologies, Inc. ("RPM") 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 RPM's
current views with respect to future events and financial performance including
statements regarding RPM's projections, and the internet gaming industry. 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. RPM undertakes 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,
RPM's dependence on limited cash resources, and its dependence on certain key
personnel within RPM. 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.
B. Business of Issuer

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(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

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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.

(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.

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

       (i.) The RPM 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

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        insures durability and ease of use with true four-way forklift and
        pallet jack entry. The RPM Nestable Plastic Pallet is nestable at a 2:1
        ratio.

        (ii.) The RPM Plastic Beverage Pallet can handle a 30,000 lb. static
        load and 3,000 lb. dynamic load.  It has four-way forklift entry and
        measures 44" x 56".

        (iii.) The RPM 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.) The RPM Rackable Pallet has 40" x 48"  dimensions and has load
        capacities of 15,000 lb. static and 3,000 lb. dynamic.

The Company has 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.

The Company is 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

The Company does not own or operate any manufacturing facilities. All
manufacturing and assembly of the Company's pallets is outsourced and currently
achieved by one independent contractor, Polytek Manufacturing, Inc., in Wheaton,
Minnesota, which utilizes large-scale industrial facilities, replete with a
variety of presses and equipment. The Company owns its own pallet molds and has
Polytek use them in production. Our contractual relationship with Polytek is, in
the Company's opinion, customary in the plastic injection-molding field and
provides an ability to utilize other manufacturers if sales volumes increase or
other factors dictate. The Company has the right to engage other manufacturers
at any time. Contacts with manufacturers throughout the United States also allow
the Company greater flexibility in providing delivery and shipping savings to
potential clients located in different areas. Polytek and the others from whom
the Company has received quotes have agreed to manufacture the Company's pallets
at a fixed price per pallet. Polytek 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.



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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 the Company to avoid numerous costs associated with managing
and operating a manufacturing facility. Outsourcing has also significantly
reduced the Company's start-up costs. For example, the costs of the Company's
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 control over the manufacturing
process and the facility. The inability to oversee unique client demands may
compromise the Company's 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 the Company possesses over Polytek 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 Polytek,
if, for example, Polytek does not perform to the Company's 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

The Company's pallet manufacturer, Polytek, 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 the Company. 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.





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(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.

The Company believes 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.

The Company's 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 the Company's 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. The Company's 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.

The Company's 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 the Company or
Savoia, 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.

Tests on the thermoplastic additive performed by the Company under laboratory
conditions have indicated a marked improvement in bonding. The additives used by
the Company 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. The Company also believes 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 the Company's manufacturing process.

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(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, the Company's
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 the Company's pallets to
be shipped in a container or trailer. Wood pallets are typically stacked one
atop the other with no accommodations for nesting. Additionally, the Company's
pallets will be specifically designed to eliminate sharp edges, burrs and other
protuberances that make wood pallets difficult to handle and cause worker
injuries.

The Company's 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, the Company's pallets are environmentally friendly and contribute to
the nation's recycling efforts. The use of plastic allows the Company to recycle
older pallets and save on disposal costs. Disposal costs, not only to the
Company, but 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, RPM 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
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 the Company's 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.

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With an average selling price of $15 or less per pallet, depending on the
quantity ordered, the Company's 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,
an RPM 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 the Company's pallets yields a similar result.

The Company's 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 an RPM 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 the Company's
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. The Company expects 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

We intend to sell a nestable plastic pallet for approximately $15 to compete
directly with the $10 - $14 grade one wood pallet and other plastic pallets that
range in price from $25 to $50. Sales and marketing strategies include the
Company's logo and toll free telephone number being embossed on each pallet sold
to facilitate re-ordering, which should enable returns for recycling and
establish brand identity.

(8a) Sales Agents & Distributors

We have identified and appointed a number of sales agents and distributors that
will present the Company's product line to a wide variety of shippers throughout
most of the US. The Company has agreement with multiple distributors in the
Chicago area, the terms of which change depending on prevailing local freight
conditions, and has agreements with four sales agents in the Midwest. All of our
sales agents are independent contractors that sell our products on a commission
basis, which reduces our overhead. Distributors are intermediaries that resell
our products to their customers on a commission basis.

All sales agents and distributors for the Company are independent contractors
who have signed the Company's standard independent contractor's agreement. They
bear all expenses unless otherwise agreed upon by the Company and are paid
commissions that range from 5% to 10% of gross sales made by their
organizations. Each independent contractor agreement outlines the

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sales agent's duties and areas of responsibility and specifies what the Company
offers in return. The term of such agreement is normally five (5) years. The
Company 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 the Company's
selling and pricing strategies. This includes a confidential price list that
establishes pricing for various classes of buyers. The Company anticipates
providing each distributor with a protected territory and will refer all queries
from users within such territory to this local distributor.

(8b) Leasing Option

The Company has 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, the Company believes 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 the Company's 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.

(8c) Recycle Program

The Company has 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.




                                      9

<PAGE>



(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 2001, 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 RPM 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.

       o     join selected trade organizations that serve the material handling
             industry, and participate in national and international trade
             shows.

       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. RPM
             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.


                                      10

<PAGE>



       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     develop and promote a website, www.rpmplasticpallets.com, which is
             currently under construction and being re-designed to function as
             an interactive, e- commerce-ready site. Sales will not 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.

(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 2000, and management believes this will be approved sometime during 2001, no
such assurances can be given that such patent will ever be approved.


                                      11

<PAGE>



(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.

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.

Item 2.      Description of Property

The Company presently occupies approximately 1,500 square feet of office space
at its primary business address and headquarters at 21061 West Braxton,
Plainfield, Illinois. The office is fully supported, with all the necessary
computers, office equipment, and furniture required to efficiently manage its
current level of business of marketing and selling plastic pallet and materials
handling products. This office space is being provided free of charge to the
Company

                                      12

<PAGE>



by Charles Foerg until such time as the Company consolidates its office and
warehouse space. Charles Foerg is an officer and director of the Company.

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 free of charge to the Company by James Tokoly, an
officer and director of the Company. The Company hopes to consolidate its
office/warehouse space by June 30, 2001, 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

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year ended December 31, 2000 covered by this report.

Item 5.      Market for Common Equity and Related Stockholder Matters

No established trading market exists for the Company's common stock, although
the Company has applied for a listing of its common stock on the NASD's Pink
Sheets, as soon as possible and hopes to secure such listing. No shares of
common stock are subject to options or warrants.

The Company is authorized to issue 20,000,000 shares of common stock, par value
of $.001. As of January 31, 2001, the Company has 16,246,761 shares of common
stock issued and outstanding held by approximately 543 shareholders of record.
All of the shares issued and outstanding are "restricted securities" as that
term is defined in Rule 144 under the Securities Act of 1933, as amended, and
may eventually be resold pursuant to Rule 144.

The Company filed this registration statement voluntarily with the intention of
achieving reporting status with the SEC. Achieving full reporting status with
the SEC is a necessary step in accomplishing the Company's goal of establishing
a market for our equity securities sometime in the future.

Dividend Policy

The Company has not declared any cash dividends since inception and does not
anticipate declaring any cash dividends in the near future. There are no
restrictions that limit the Company's ability to pay dividends, other than those
generally imposed by applicable state law. The future payment of dividends, if
any, on the Common Stock is within the discretion of the board of directors and
will depend on the Company's earnings, capital requirements, financial
condition, and other factors deemed relevant by the Board of Directors.



                                      13

<PAGE>



Transfer Agent

The transfer agent for the Company's common stock is Securities Transfer
Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034.

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

Special Note on Forward-Looking Statements

Certain statements contained in this Form 10-SB, including, without limitation,
statements containing the words "believes," "anticipates," "expects" and words
of similar import, constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.

Such factors include, among others, the following: international, national and
local general economic and market conditions: demographic changes; the size and
growth of the plastic packaging markets for both consumer and industrial uses;
the ability of the Company to sustain, manage or forecast its growth; the
ability of the Company to successfully make and integrate acquisitions; raw
material costs and availability; new product development and introduction;
existing government regulations and changes in, or the failure to comply with,
government regulations; adverse publicity; competition; the loss of significant
customers or suppliers; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans; business
disruptions; the ability to attract and retain qualified personnel; the ability
to protect technology; and other factors referenced in this Form 10-SB.

Certain of these factors are discussed in more detail elsewhere in this Form
10-SB. Given these uncertainties, readers of this Form 10-SB and investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.

The following discussion of the results of operations and financial condition
should be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Form 10- SB reflecting operations and financial
condition both before and after the Company's acquisition of RPM Technologies,
Inc.

Plan of Operation

As the plastic pallet market is still relatively undeveloped, the Company seeks
to provide stronger, safer, and less costly products than its competition. The
Company is focused on plastic pallet production and materials handling
applications and is now attempting to sell its products to customers across
several markets, including the food and beverage industry, retail and
distribution centers, and the automotive industry.




                                      14

<PAGE>



Our primary goal is to increase plastic pallet sales. As such, we are seeking
additional funds to expand operations, add staff, purchase additional molds and
raw materials, and launch advertising and sales promotion programs. Increased
sales are expected to result from the expansion of our pallet distributor
network.

Due to the Company's limited financial resources, part of our acquisition
strategy includes acquiring pallet manufacturers and pallet recycling companies
in stock-for-stock exchanges. As a result of our goal to acquire other recycled
plastic pallet operations, the Company believes that we will be able to increase
sales and thereby obtain an established position in the industry, and
consequently access greater financial resources. The Company will focus on
acquiring these companies for a combination of stock, cash and debt. Another
reason behind the Company's goal of establishing a trading market for its common
stock is that a tradable, liquid security is a more attractive form of
consideration to offer acquisition candidates.

The Company feels strongly that sales goals for our various pallet products
would have been attained as early as mid-year 2000 if we had been able to market
them more effectively. We were prevented from doing so largely due to lack of
capital. Of the Company's products, the N4840 Nestable and the R4840 Rackable
Plastic Pallets, along with the 44" x 56" Beverage Pallet, are believed by the
Company to be uniquely competitive products, capable of being sold in
substantial quantities to several markets.

In the event that only limited or no additional financing is received, the
Company may not be able to withstand the intense competition it may face from
larger and more adequately financed pallet businesses. Even if the Company
succeeds in obtaining the level of funding it considers necessary, it cannot
guarantee that these projected revenues and/or profits will materialize.

Research and Development

Since inception, the Company has focused its human and financial resources on
the development of its proprietary pallet designs and processing system. The
Company's research and development costs spent from inception through December
31, 2000, totaled $1,083,028. We are currently relying upon our contract
manufacturer, Polytek, to recommend and implement future research and
development relating to processing systems and additives that they have either
tried or tested. Polytek is better equipped to evaluate new materials and
processes in the manufacturing environment. In the event Polytek develops
innovations or improved processes, we will have no interest in such.

Although we understand the importance of keeping our product line current with
new industry developments, we do not anticipate performing any substantial
research and development activities during the next twelve months. Research and
development, therefore, constitutes a minor aspect of the Company's future
operations.
Results of Operations

From the date of incorporation until present, the Company has had limited
revenues or operating income. As of the date of acquisition of RPM Technologies,
the Company had no tangible assets. Additionally, prior to the acquisition of
RPM Technologies, the Company's expenses were minimal and administrative in
nature.



                                      15

<PAGE>



The results of operations discussed below reflect the combined operations of the
Company and RPM Technologies. Included herein are audited financial statements
of the Company for fiscal years ended December 31, 1998, 1999 and 2000. The
following should be read in conjunction with the actual financial statements and
accompanying notes found herein.

To date, no significant revenues are derived from these products, and we
registered net losses in the amounts of $922,630 in 1998, $346,785 in 1999, and
$318,410 in 2000. From the date of inception, the Company's total aggregate net
loss is $1,587,825.

For the years ended December 31, 1998 and 1999, the Company had no sales or
revenue from operations, but incurred operating expenses of $922,970 for the
year ended December 31, 1998, and operating expenses of $348,810 for the year
ended December 31, 1999. Accordingly, we experienced substantial net operating
losses. For the year ended December 31, 1998, this loss was $922,970, while for
the year ended December 31, 1999 our net operating loss was $348,810.

Revenue from operations have been achieved during the year ended December 31,
2000, in the amount of $112,600. This revenue was generated on total operating
expenses, again as of December 31, 2000, of $384,284, thus resulting in net loss
from operations of $329,592. This compares to a net loss of $348,810 for the
year ended December 31, 1999, which resulted from expenses of $348,810 and no
revenues from operations. Total net loss for the Company's year ended December
31, 2000 was $318,410, compared to the comprehensive net loss in fiscal 1999 of
$346,785.

During the year ended December 31, 2000, the Company incurred approximately
$100,924 in research and development expenses, which were incurred during the
first quarter, as compared to $90,013 incurred for similar expenses during the
year ended December 31, 1999. Additional expenses incurred through the year
ended December 31, 2000, as compared to the year ended December 31, 1999,
include general and administrative expenses of approximately $172,886 as
compared to $117,950 for the year ended December 31, 1999. Depreciation expenses
on property and equipment for the year ended December 31, 2000, was
approximately $63,595, whereas $11,748 was realized for the comparable period of
1999. An expense incurred during the year ended December 31, 1999, but not
during 2000 was a $38,863 charge for accrued interest on notes payable which
were converted to common stock on August 31, 1999.

All other operating expenses related to various normal general and
administrative expenses of the Company. The Company anticipates experiencing
relatively constant expenditure levels in future periods for other general
operating expenses. Management continues to monitor its expenditure levels to
achieve optimum financial results.

Liquidity and Capital Resources

For all periods through December 31, 2000, the Company has maintained liquidity
through the issuance and sale of various securities, including convertible notes
and common stock. At December 31, 2000 and 1999, the Company has working capital
(which is current assets less current liabilities) of $189,542 and $85,723,
respectively. Included in the working capital is, as of December 31, 2000 cash
and cash equivalents of $215,786, as compared to $101,616 as of December 31,
1999.


                                      16

<PAGE>



For the year ended December 31, 2000, the Company had negative net cash flows
from operating activities of $224,464, as compared to negative cash flows from
operating activities for the fiscal year 1999 of $317,828, and negative net cash
flows for the year ended December 31, 1998 were $23,113. For the year ended
December 31, 2000, the Company had received $339,734 from financing activities,
as compared to $884,346 for the year ended December 31, 1999, and $160,400 for
the year ended December 31, 1998. The activities resulted in an increase in the
Company's cash position as December 31, 2000 to $215,786, whereas cash on hand
on December 31, 1999 was $101,616, and for December 31, 1998, the Company's cash
position consisted of $65,287.

As of December 31, 2000, the Company had total assets of $755,409 and total
stockholders' equity of $755,679. The only liabilities the Company had as of
December 31, 2000, was an account payable in the amount of $33,000 and $4,921
owed to an affiliate. The Company's capital resources as of December 31, 2000
consisted of $215,786 in cash and $527,946 in net property and equipment, which
was comprised of $589,289 in molds, tools, and dies utilized to produce plastic
pallets and $14,000 in computer equipment. The Company has not yet experienced
severe liquidity problems, even with the Company's lack of sales of its pallet
products, due in large part to debt and equity financing.

Total assets as of December 31, 1999, were $701,085, with stockholders' equity
of $701,085, indicating a lack of any substantial liabilities. For the 12 months
ending December 31, 1999 the Company had current assets of $110,644 and one
current liability in the amount of $24,921 owed to an affiliate, which in part
accounted for the Company's liquidity heading into 2000. The Company's capital
resources at the end of 1999 consisted of $101,616 in cash and $590,441 in net
property and equipment, which was comprised of $588,189 in molds, tools, and
dies utilized to produce plastic pallets and $14,000 in computer equipment.

Total assets as of December 31, 1998, were $261,887, while liabilities as of
this date were $290,977, which resulted in a stockholders' equity of $261,887.
On December 31, 1998, the Company had current assets of $82,287 and current
liabilities of $290,977. As of December 31, 1998, the Company's capital
resources consisted of $65,287 in cash, $72,000 in net property and equipment,
which was comprised primarily of molds, tools, and dies, and $107,600 in
deferred costs associated with raising capital. The Company's executive officers
and directors were not paid salaries. Only expense reimbursements were made as
approved by the Board of Directors, as the total operating expenses paid for
general and administrative expenses was $11,050 for the period.

For income tax reporting purposes, the Company has a net operating loss
carry-forward as of December 31, 2000, of $400,000, which can be used to reduce
any taxable income in future years. If this carry-forward is not fully utilized,
it will begin to expire in 2013. As of December 31, 2000, 1999 and 1998, the
deferred tax asset related to the Company's net operating loss carry-forward is
fully reserved.

Need for Future Financing

Historically, our working capital needs have been satisfied through obtaining
debt and/or equity investment from private sources, including the Company's
founders and initial officers and directors. Management anticipates that the
available cash will be sufficient to support the

                                      17

<PAGE>



current liquidity needs of the Company until July 2001. On or before July 2001,
the Company hopes to primarily satisfy its working capital needs with revenues
from operations.

Because the Company seeks to increase its marketing and sales growth prior to
July 2001, management intends to seek a minimum of $750,000 in additional
capital. Such capital will also facilitate increased production and distribution
of pallet products. The Company will seek to borrow and/or raise these funds
through either the public or private sale of its common stock. The Company has
entered into preliminary negotiations with several financing companies, private
lenders, and venture capital firms regarding the potential financing of at least
$1,000,000. However, no assurances can be given that such financing will be
available, or that it can be obtained on terms satisfactory to the Company, if
at all. If the Company is unable to secure financing from the sale of its
securities or from private lenders, management believes that the Company will be
able to continue operating through 2001 on revenues from current operations.

While $750,000 is the minimal amount of funds sought to finance operations
through June 30, 2001, management intends to seek a total of between $2-4
million, which includes the $750,000, to substantially expand the Company's
presence in domestic and foreign pallet markets. A better understanding of the
Company's future investment goals and strategies can be gleaned from the
following anticipated use of proceeds based on successful financing of
$3,000,000. The notes to the types of expenditures are material to an
understanding of the Company's intended use of proceeds.

    Amount        Type                                      Percentage
----------------------------------------------------------------------
    $585,400      Working Capital and Operating Expenses(1)     19.5%
    $561,600      2.5 million lbs. HDPE; Resin (raw materials)  18.7%
    $510,000      Press Contract at $132 per hr. average        17.0%
    $294,500      Sales, Marketing, Advertising (SADA)(2)        9.8%
    $250,000      Commissions Paid for Financing(3)              8.3%
    $190,500      Management, Staffing, and New Hires(4)         6.4%
    $128,000      Other Hardware/Equipment Purchases(5)          4.3%
    $125,000      Accessory Molds                                4.2%
    $ 78,500      Pre-owned Road Tractors -Two                   2.6%
    $ 68,500      Lid Mold for Stack Pallets                     2.3%
    $ 60,000      Accounting, Legal, Finance and Offering Fee    2.0%
    $ 52,500      Pre-owned 53' Road Trailers                    1.8%
    $ 40,000      Travel-related Expenses for Sales, Financial   1.3%
    $ 36,500      Pre-owned Granulator, 100 HP                   1.2%
    $ 19,000      Resin Storage Silo (60,000 lbs.)               0.6%

    $3,000,000    TOTAL                                          100%

1.  Includes amounts to be expended on salaries, office expenses and other
    general overhead costs. Salaries will include those paid to executive
    officers Zych, Foerg, Lade and Tokoly, amounts paid to the Board of
    Directors, and other personnel, along with the development of the Company's
    web site and e-commerce strategy.
2.  Represents amounts to be spent on Chicago sales office, national trade
    journal advertising, sales brochures, conferences, promotions, and
    sales-related travel and expense for large corporate customers of its
    plastic pallet and related materials handling products.

                                      18

<PAGE>



3.  Assumes the Company will engage a financing agent to help obtain funds,
    paying approximately 8.3% of the total proceeds raised, although no
    assurance can be given that this will ever occur.
4.  The Company intends to expand its full-time staff with the receipt of the
    proceeds.
5.  Includes forklift, pallet shredder, resin blinder, scales, laboratory setup,
    dump system, dump bins, air compressor, pallet assembly press, and
    miscellaneous office equipment.

It must be stressed, however, that the amounts set forth above are only
estimates, and the Company is unable to predict precisely what amount will be
raised, if any, and what amount will be used for any particular purpose.
Nonetheless, this suggested use of proceeds indicates a focus on the effective
sales and marketing of both rackable and nestable plastic pallets as well as an
expansion of manpower and the continued development of technology for improved
pallet products and services.

To the extent the proceeds received are inadequate, in any area of expenditures,
supplemental amounts may be drawn from working capital, if any. Conversely, any
amounts not required for proposed expenditures will be retained and used for
working capital. Should the proceeds actually received, if any, be insufficient
to accomplish the purposes set forth above, the Company may be required to seek
other sources to finance the Company's operations, including individuals and
commercial lenders.

Item 7.      Financial Statements

Audited financial statements are found herein on page F-1 and should be read in
conjunction with such statements.


                                      19

<PAGE>




     RPM TECHNOLOGIES, INC.
(formerly Mann Enterprise, Inc.)
  (a development stage company)

      Financial Statements
               and
        Auditor's Report

December 31, 2000, 1999 and 1998




       S. W. HATFIELD, CPA
  certified public accountants

Use our past to assist your future sm


               F-1

<PAGE>



                            RPM TECHNOLOGIES, INC.
                       (formerly Mann Enterprise, Inc.)
                         (a development stage company)

                         INDEX TO FINANCIAL STATEMENTS


                                                                    Page

Report of Independent Certified Public Accountants                  F-3

Annual Financial Statements

  Balance Sheets as of December 31, 2000, 1999 and 1998             F-4

  Statements of Operations and Comprehensive Income
    for the years ended December 31, 2000, 1999 and 1998,
    and for the period from April 10, 1996 (date of
    inception) through December 31, 2000                            F-5

  Statements of Cash Flows
    for the years ended December 31, 2000, 1999 and 1998,
    and for the period from April 10, 1996 (date of
    inception) through December 31, 2000                            F-6

  Statement of Changes in Stockholders' Equity
    for the period from April 10, 1996 (date of
      inception) through December 31, 2000                          F-8


  Notes to Financial Statements                                     F-9



                                     F-2

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member: American Institute of Certified Public Accountants
          SEC Practice Section
          Information Technology Section
        Texas Society of Certified Public Accountants


                    REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
RPM Technologies, Inc.
  (formerly Mann Enterprise, Inc.)

We have audited the accompanying balance sheets of RPM Technologies, Inc.
(formerly Mann Enterprise, Inc.) (a Delaware corporation and a development stage
company) as of December 31, 2000, 1999 and 1998 and the related statements of
operations and comprehensive income, changes in stockholders' equity and cash
flows for each of the years ended December 31, 2000, 1999 and 1998,
respectively, and for the period from April 10, 1996 (date of inception) through
December 31, 2000. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audits 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.
(formerly Mann Enterprise, Inc.) (a development stage company) as of December
31, 2000, 1999 and 1998, and the results of its operations and its cash flows
for each of the years ended December 31, 2000, 1999 and 1998, respectively, and
for the period from April 10, 1996 (date of inception) through December 31,
2000, in conformity with generally accepted accounting principles.

During the first quarter of 2001, in conjunction with the engagement of an
independent stock transfer agent, the Company performed a detailed
reconciliation of all issuances of equity securities from the inception of Mann
Enterprises, Inc. and RPM Technologies, Inc., respectively. During this detailed
reconciliation, various inadvertent clerical errors were discovered in the
identification, segregation and reporting of various transactions. The detailed
reconciliation necessitated modifications to the presentation and valuation of
these previously reported transactions. Accordingly, we withdraw our opinion
dated May 23, 2000 and it is replaced by this document accompanying the revised
financial statements of the Company as of and for the years ended December 31,
1999 and 1998. No reliance should be placed on our opinion dated May 23, 2000.


                                               /s/ S.W. Hatfield
                                               S. W. HATFIELD, CPA
Dallas, Texas
May 4, 2000


                           Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                F-3

<PAGE>

<TABLE>
<CAPTION>


                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)
                                 BALANCE SHEETS
                             December 31, 2000, 1999 and 1998


                                                December 31,    December 31,    December 31,
                                                    2000            1999            1998
                                                ------------------------------------------------
                                     ASSETS
      <S>                                            <C>             <C>            <C>
Current Assets
  Cash and cash equivalents                     $  215,786      $  101,616      $  65,287
  Interest receivable                                  531              -              -
  Due to affiliate                                      -               -          17,000
  Inventory                                          7,464              -              -
  Prepaid expenses                                   3,682           9,028             -
                                              ------------     ------------     -----------
   Total current assets                            227,463         110,644         82,287
                                              ------------     ------------     -----------

Property and equipment - at cost
  Molds, tools and dies                            589,289         588,189         72,000
  Computer equipment                                14,000          14,000             -
                                               -----------     ------------     -----------
                                                   603,289         602,189         72,000
  Accumulated depreciation                         (75,343)        (11,748)            -
                                                ----------     ------------     -----------
   Net property and equipment                      527,946         590,441         72,000
                                                ----------     ------------     -----------

Other assets
  Deferred costs of raising capital                     -               -         107,600
                                               -----------     ------------     -----------

TOTAL ASSETS                                  $  755,409       $  701,085       $ 261,887
                                              ============     ============     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Notes payable to investors                  $       -        $       -        $ 285,000
  Accrued interest payable                            -                -            5,977
  Accounts payable - trade                        33,000               -               -
  Due to affiliate                                 4,921           24,921              -
                                             ------------      -----------      ----------
   Total current liabilities                      37,921           24,921         290,977
                                             ------------      -----------      ----------

Commitments and contingencies

Stockholders' Equity Common stock - $0.001 par value.
   20,000,000 shares authorized.
   16,256,761, 15,537,761, and 12,890,761
   shares issued and outstanding,
   respectively.                                  16,256           15,537          12,890
  Additional paid-in capital                   2,292,856        1,934,075         884,682
  Deficit accumulated during the development
    phase                                     (1,591,624)      (1,273,448)       (926,662)
                                             ------------      ------------     -----------
   Total stockholders' equity                    717,488          676,164         (29,090)
                                             ------------      ------------     -----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                        $  755,679        $ 701,085       $ 261,887
                                              ===========       ===========     ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                            F-4

<PAGE>


<TABLE>
<CAPTION>

                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company) STATEMENTS OF
                     OPERATIONS AND COMPREHENSIVE INCOME Years ended December
                     31, 2000, 1999 and 1998 and
           Period from April 10, 1996 (date of inception) through March 31, 2000


                                                                                        Period from
                                                                                      April 10, 1996
                                                                                    (date of inception)
                                         Year ended     Year ended      Year ended        through
                                        December 31,    December 31,    December 31,    December 31,
                                            2000            1999            1998            2000
                                      ------------------------------------------------------------------
    <S>                                     <C>              <C>             <C>            <C>
Revenues                               $ 112,600        $       -       $       -       $ 112,600

Cost of Sales                             57,908                -               -          57,908
                                       -----------      ------------    ------------    ------------

Gross Profit                              54,692                -               -          54,692
                                       -----------      ------------    -------------   ------------

Operating Expenses
  Research and development costs         100,924            90,013         892,091      1,083,028
  Sales and marketing expenses             9,329                -               -           9,329
  Payroll and related expenses            37,550            30,236          13,852         81,638
  General and administrative expenses    172,886           117,950          11,050        305,919
  Interest expense                            -             38,863           5,977         44,840
  Reorganization expenses                     -             60,000              -          60,000
  Depreciation                            63,595            11,748              -          75,343
                                       -----------      ------------    -------------   ------------
   Total operating expenses              384,284           348,810         922,970      1,660,097
                                       -----------      ------------    -------------   ------------

Loss from operations                    (329,592)         (348,810)       (922,970)    (1,605,405)

Other income
  Interest income                         11,182             2,025             340          13,547
                                       -----------      ------------    -------------   ------------

Loss before provision
  for income taxes                      (318,410)         (346,785)       (922,630)     (1,591,858)

Provision for income taxes                    -                 -               -              -
                                       -----------      ------------    -------------   ------------

Net Loss                                (318,410)         (346,785)       (922,630)     (1,591,858)

Other comprehensive income                    -                 -               -              -
                                       -----------      ------------    -------------   ------------

Comprehensive Loss                     $(318,410)        $(346,785)      $(922,630)     $(1,591,858)
                                       ===========      ============    =============   ============

Net loss per weighted-average
  share of common stock
  outstanding, calculated on
  Net Loss - basic and fully diluted   $   (0.02)        $   (0.02)     $    (0.09)     $     (0.11)
                                       ===========       ===========    =============   ============

Weighted-average number
  of shares of common
  stock outstanding                   16,213,319        14,198,928      10,488,886       14,639,798
                                      ============       ===========    =============   ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                             F-5

<PAGE>

<TABLE>
<CAPTION>


                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)
                            STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2000, 1999 and 1998 and Period
         from April 10, 1996 (date of inception) through December 31, 2000


                                                                                        Period from
                                                                                      April 10, 1996
                                                                                    (date of inception)
                                         Year ended     Year ended      Year ended        through
                                        December 31,    December 31,    December 31,    December 31,
                                            2000            1999            1998            2000
                                      ------------------------------------------------------------------
             <S>                             <C>             <C>             <C>             <C>
Cash Flows from Operating Activities
  Net loss for the period               $ (318,410)     $ (346,785)     $ (922,630)     $ (1,591,858)
  Adjustments to reconcile net loss to
   net cash provided by operating activities
     Depreciation                           63,595          11,748              -             75,343
     Expenses paid with common stock            -               -          893,540           907,065
     Accrued interest contributed to equity     -           32,214              -             32,714
     (Increase) Decrease in
      Interest receivable                     (531)             -               -               (531)
      Inventory                             (7,464)             -               -             (7,464)
      Prepaid expenses                       5,346          (9,028)             -             (3,682)
     Increase (Decrease) in
      Accounts payable and other            33,000              -               -             33,000
      Accrued interest                          -           (5,977)          5,977                -
                                       -------------    -------------   ------------    --------------

Net cash used in operating activities     (224,464)       (317,828)        (23,113)         (555,413)
                                       -------------    -------------   ------------    --------------
Cash Flows from Investing Activities
  Purchase of property and equipment        (1,100)       (530,189)        (72,000)         (603,289)
                                       -------------    -------------   ------------    --------------

Cash Flows from Financing Activities
 Funds advanced by (paid to) affiliate-net (20,000)         41,921         (17,000)           (4,921)
  Capital contributed to support
   the corporate entity                        234              -               -                584
  Proceeds from notes payable                   -          688,500         285,000           973,000
  Cash paid to raise capital                    -         (196,075)       (107,600)         (303,675)
  Proceeds from sales of
   common stock                            359,500         350,000              -            709,500
                                       -------------    -------------   ------------    --------------
Net cash used in financing activities      339,734         884,346         160,400         1,374,488
                                       -------------    -------------   ------------    --------------

Increase in Cash                           114,170          36,329          65,287           215,786

Cash at beginning of period                101,616          65,287              -                 -
                                       -------------    -------------   ------------    --------------

Cash at end of period                    $ 215,786      $  101,616       $  65,287       $   215,786
                                       ==============   =============   ============    ==============

                                  - Continued -

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                            F-6

<PAGE>

<TABLE>
<CAPTION>


                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)
                      STATEMENTS OF CASH FLOWS - CONTINUED
                     Years ended December 31, 2000, 1999 and 1998 and Period
         from April 10, 1996 (date of inception) through December 31, 2000


                                                                                        Period from
                                                                                      April 10, 1996
                                                                                    (date of inception)
                                         Year ended     Year ended      Year ended        through
                                        December 31,    December 31,    December 31,    December 31,
                                            2000            1999            1998            2000
                                      ------------------------------------------------------------------
       <S>                                   <C>             <C>             <C>             <C>
Supplemental Disclosure of
  Interest and Income Taxes Paid
   Interest paid for the period       $         -       $   12,125      $       -      $   12,125
                                      =============     ============    ============   =============
   Income taxes paid for the period   $         -       $       -       $       -      $       -
                                      =============     ============    ============   =============

Supplemental Disclosure of
  Non-cash Investing and
  Financing Activities
   Common stock exchanged for
     notes payable                    $         -        $  973,500      $      -       $ 973,500
                                      =============      ===========   =============    =============

</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-7

<PAGE>

<TABLE>
<CAPTION>

                                RPM TECHNOLOGIES, INC.
                           (formerly Mann Enterprise, Inc.)
                             (a development stage company)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Period from
             April 10, 1996 (date of inception) through December 31, 2000


                                                         Additional
                                      Common Stock        paid-in      Accumulated
                                    Shares     Amount     capital        deficit        Total
                                 -----------------------------------------------------------------
       <S>                           <C>        <C>         <C>             <C>          <C>
Initial capitalization of
  Mann Enterprise, Inc.
  in April 1996                   3,683,461   $ 3,683    $      -      $       -       $   3,683

Initial capitalization of
  RPM Technologies, Inc.
  in August 1998                  1,450,000     1,450           -              -           1,450

Capital contributed to
  support corporate entity               -         -           350             -             350
Net loss for the period                  -         -            -          (4,033)        (4,033)
                                 ------------ ---------- -------------  ------------  ------------

Balances at December 31, 1996     5,133,461     5,133          350         (4,033)         1,450

Net loss for the period                  -         -            -              -              -
                                 ------------ ---------- -------------  ------------  ------------

Balances at December 31, 1997     5,133,461     5,133          350         (4,033)         1,450

Common stock issued for
  Acquisition of technology       4,086,956     4,087      465,913             -         470,000
  Professional, product
   development and
   organizational expenses        3,670,344     3,670      418,420             -         422,090
Net loss for the year                    -         -            -         (922,630)     (922,630)
                                 ------------ ---------- -------------  ------------  ------------

Balances at December 31, 1998    12,890,761    12,890      884,683        (926,663)      (29,090)

Private placement of common stock   700,000       700      349,300             -         350,000
Common stock issued for
  conversion of debt              1,947,000     1,947      971,553             -         973,500
   Less cost of raising capital          -         -      (303,675)            -        (303,675)
Forgiveness of accrued interest
  by debtholders at conversion
  of debt into common stock              -         -        32,214             -          32,214
Net loss for the year                    -         -            -         (346,785)     (346,785)
                                 ------------ ---------- -------------  ------------  ------------

Balances at December 31, 1999    15,537,761    15,537    1,934,075      (1,273,448)      676,164

Capital to support corporate entity      -         -           234             -             234
Sale of common stock                719,000       719      358,781             -         359,500
Net loss for the year                    -         -            -         (318,410)     (318,410)
                                 ------------ ---------- -------------  ------------  ------------

Balances at December 31, 2000    16,256,761   $16,256    $2,293,090     $(1,591,858)   $ 717,488
                                 ============ ========== =============  ============  ============

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-8

<PAGE>



                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS



NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Mann Enterprise, Inc. was incorporated on April 10, 1996 in accordance with the
laws of the State of Delaware.  The Company was formed to seek a merger with,
acquisition of or affiliation with a privately-owned entity wishing to become
publicly-owned.

The Company, in April 1996, filed a Form D, using an exemption from registration
under Regulation 504, with the U. S. Securities and Exchange Commission to
distribute approximately 3,683,461 shares of common stock as a dividend
distribution to the stockholders of Peark Corp..

On March 17, 2000, Mann Enterprise, Inc. merged with and into RPM Technologies,
Inc., a Colorado corporation. Mann Enterprise, Inc. was the surviving entity to
the merger and concurrent with the merger changed its corporate name to RPM
Technologies, Inc.  The merged entities are referred to as Company.

At the time of the merger, Mann Enterprise, Inc. and RPM Technologies, Inc.
shared common ownership and management. Accordingly, the merger was accounted
for pursuant to Interpretation #39 of Accounting Principles Board Opinion # 16,
"Business Combinations", whereby the combination of entities under common
control are accounted for on an "as-if-pooled" basis. The combined financial
statements of Mann Enterprise, Inc. and RPM Technologies, Inc. became the
historical financial statements of the Company as of the first day of the first
period presented.

RPM Technologies, Inc. was incorporated on December 10, 1997 in accordance with
the laws of the State of Colorado. 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.

Since inception, the Company has been principally involved in research and
development of its products and the development of a market for its products.
Accordingly, the Company has no substantial operations or substantial assets and
is considered to be in the "development stage". During the second quarter of
2000, the Company began direct sales of its plastic pallet products and
anticipates exiting the development stage.

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 preparation of financial statements in conformity with generally accepted
accounting principles 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.



                                       F-9

<PAGE>



                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE B - 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.

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

   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, 2000, 1999 and 1998, 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, 2000, 1999 and 1998, the Company had
   no warrants and/or options outstanding.


                                      F-10

<PAGE>



                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE C - CORRECTION OF AN ERROR

During the first quarter of 2001, in conjunction with the engagement of an
independent stock transfer agent, Company management performed a detailed
reconciliation of all issuances of equity securities from the inception of Mann
Enterprises, Inc. and RPM Technologies, Inc., respectively.

During this detailed reconciliation, various inadvertent clerical errors were
discovered in the identification, segregation and reporting of various
transactions. The detailed reconciliation necessitated modifications to the
presentation and valuation of these previously reported transactions.

The accompanying financial statements reflect, to the best knowledge of
management, the actual style and substance of all equity transactions undertaken
by the Company from the inception of Mann Enterprises, Inc. and/or RPM
Technologies, Inc. The effect of any and all changes are reflected in the
accompanying financial statements as of the respective date of each transaction.


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.


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 individual financial institution.
During the three months ended December 31, 2000, 1999 and 1998, the Company had
credit risk exposures in excess of the FDIC coverage as follows:
                                            Highest   Lowest  Number of days
                                           exposure  exposure  with exposure
      Year ended December 31, 1998           none      none        none
      Year ended December 31, 1999         $136,171   $9,597        166
      Year ended December 31, 2000         $195,605  $103,607       78

The Company has experienced no losses from these exposures.




                                      F-11

<PAGE>



                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE F - PROPERTY AND EQUIPMENT

Property and equipment consist of the following components at December 31, 2000,
1999 and 1998, respectively:

                           December 31,  December 31,  December 31,  Estimated
                               2000          1999          1998     useful life
                           -----------------------------------------------------

  Molds, tools and dies       $589,289     $588,189      $72,000      10 years
  Computer equipment            11,640       11,640           -        3 years
                              ---------    ---------    ----------
                               600,929      599,829       72,000
  Accumulated depreciation     (75,343)     (11,748)          -
                              ---------    ---------    ----------

  Net property and equipment  $527,946     $590,441      $72,000
                              =========    =========    ==========

Depreciation expense for the years ended December 31, 2000, 1999 and 1998,
respectively, was approximately $63,596, $11,748 and $-0-.


NOTE G - NOTES PAYABLE

During 1998 and 1999, the Company issued various $25,000 unsecured convertible
notes payable to various investors pursuant to a Private Placement Memorandum
dated November 12, 1998. The notes bore interest at 10.0% per annum, payable
semi-annually. The notes were convertible into common stock of the Company at
any time prior to the notes maturity at $0.50 per share, at the sole option of
the noteholder. On August 31, 1999, the noteholders issued a written affirmation
of conversion to the Company and converted the then outstanding notes with an
aggregate outstanding principal of approximately $973,500 into 1,947,000 shares
of restricted, unregistered common stock. At the time of conversion, the
noteholders also forgave an aggregate approximate $32,214 in accrued, but
unpaid, interest. The forgiven accrued interest is reflected as additional
paid-in capital in the accompanying financial statements.


NOTE H - INCOME TAXES

The components of income tax (benefit) expense for the years ended December 31,
2000, 1999 and 1998, respectively, are as follows:

                                   December 31,   December 31,   December 31,
                                       2000           1999           1998
                                  ----------------------------------------------
     Federal:
      Current                       $      -      $     -        $      -
      Deferred                             -            -               -
                                    ----------    ---------      ----------
                                           -            -               -
                                    ----------    ---------      ----------
     State:
      Current                              -            -               -
      Deferred                             -            -               -
                                    ----------    ---------      ----------
                                           -            -               -
                                    ----------    ---------      ----------

      Total                         $      -      $     -        $      -
                                    ==========    =========      ==========

                                      F-12

<PAGE>



                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE H - INCOME TAXES - Continued

As of December 31, 2000, the Company has a net operating loss carryforward of
approximately $400,000 to offset future taxable income. Subject to current
Federal income tax 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 for the years ended December 31, 2000, 1999 and
1998, respectively, differed from the statutory federal rate of 34 percent as
follows:

<TABLE>
<CAPTION>
                                                         December 31,   December 31,    December 31,
                                                             2000           1999            1998
                                                        -----------------------------------------------
                   <S>                                        <C>            <C>             <C>
Statutory rate applied to loss before income taxes       $ (108,300)    $ (117,900)      $ (313,700)
Increase (decrease) in income taxes resulting from:
   State income taxes                                            -              -                -
   Deferral of organizational expenses
     for tax reporting purposes                                (440)          (440)           2,200
   Deferral of start-up costs
     for tax reporting purposes                              (9,220)        42,000            4,100
   Deferral of research and development
     costs for tax reporting purposes                        (1,800)        30,000          303,300
   Deferral of interest expense for tax reporting purposes   (3,000)        13,000            2,000
   Other, including reserve for deferred tax asset          122,760         32,900            2,100
                                                          -----------   ------------     ------------

     Income tax expense                                   $      -      $       -        $       -
                                                          ===========   ============     ============
</TABLE>


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, 2000, 1999 and 1998, respectively:

                                        December 31,  December 31,  December 31,
                                            2000          1999          1998
                                        ----------------------------------------
     Deferred tax assets
      Net operating loss carryforwards  $ 465,370     $ 417,037     $ 304,456
      Less valuation allowance           (465,370)     (417,037)     (304,456)
                                        -----------   -----------   -----------

     Net Deferred Tax Asset             $      -      $      -      $      -
                                        ===========   ===========   ============

As of December 31, 2000, 1999 and 1998, respectively, the valuation allowance
increased by the approximate following amounts over the previously reported
balance - December 31, 2000 - $48,000; December 31, 1999 - $113,000; December
31, 1998 - $304,000.


                                      F-13

<PAGE>



                             RPM TECHNOLOGIES, INC.
                        (formerly Mann Enterprise, Inc.)
                               (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE I - COMMON STOCK TRANSACTIONS

On August 20, 1998, the Company issued 4,086,956 shares of unregistered,
restricted common stock to an entity with common controlling ownership and
management to acquire 100.0% of the rights to plastic pallet technology in
process for completion and further development to achieve the Company's initial
business plans and goals. These shares were valued at approximately $0.115 per
share, or $470,000, which equaled the affiliated entity's cumulative development
costs, or "founder's cost", to that date. As the acquired products had no
readily determinable market, no sales and no organized marketing effort at the
time of acquisition, these costs were charged to operations as a component of
research and development costs.

On August 20, 1998, the Company issued 3,670,344 shares of unregistered,
restricted common stock to various individuals, officers and directors for
various engineering, marketing strategy, financial and organizational consulting
and management services provided to the Company or for the plastic pallet
technology development through the transaction date. These issuances were valued
at $0.115 per share, or $422,090, which approximates the "fair value" of
securities issued in relation to the aforementioned transaction of equivalent
date based on the "founder's cost" of the products acquired and the "fair value"
of the services provided to the Company. These costs have been charged to
operations as a component of research and development costs.

On January 26, 1999, the Company issued an aggregate 700,000 shares of
restricted, unregistered common stock to two (2) individuals for cash proceeds
of $350,000, or $0.50 per share. The valuation of these shares was set to be
equivalent to the stated conversion price in the Company's outstanding 10.0%
convertible notes payable.

On August 31, 1999, the Company issued an aggregate 1,947,000 shares of
unregistered, restricted common stock in conversion of 100.0% of the outstanding
principal on the Company's 10.0% convertible notes payable with an outstanding
face value of approximately $973,500. The corresponding accrued, but unpaid,
interest of approximately $32,214 was forgiven by the written option of the
various noteholders. This amount was charged to additional paid-in capital as a
result of the noteholder's actions.

During the period from January 1, 2000 through April 28, 2000, the Company sold
an aggregate 719,000 shares of unregistered, restricted common stock to existing
shareholders and other individuals related to the existing shareholders pursuant
to a Private Stock Subscription Agreement at a price of $0.50 per share for
aggregate cash proceeds of approximately $359,500.


NOTE J - COMMITMENTS

In January 2000, the Company purchased the rights to a pallet related product
for $1,100 cash and a commitment to issue 25,000 shares of unregistered,
restricted common stock at an unspecified future date. As of May 4, 2001, the
Company has not yet issued the 25,000 shares of stock in final settlement of
this transaction.

As of December 31, 2001, the Company is still in the research and development
phase on this product and no sales have been made. Further, the transaction
document establishes a royalty payment of approximately $7.50 per unit sold.





                                      F-14

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Item 8.     Changes in and Disagreements with Accountants

Not applicable.

Item 9.     Directors and Executive Officers

a) 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
Mr. James Tokoly          39          Vice President and Director
Mr. Charles E. Fritsch    62          Vice President and Director
Mr. Charles Krupka, Esq.  41          Director
Mr. Kevin Cronin, Esq.    46          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 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, 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 in Korea as a SFC, Artillery.

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

                                      20
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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.
Mr. Lade received his MBA from Wright State University in 1983, where he
received the Outstanding MBA Award.

Mr. James Tokoly, 39, currently serves as Vice President of the Company on a
part-time basis and has been a Director since 1998.  If and when the Company's
secures its desired financing, it anticipates employing Mr. Tokoly to direct and
coordinate contract manufacturing activities and logistics and pallet
distribution activity among customers.  Since 1988, Mr. Tokoly has headed his
own marketing firm as President and CEO.  Mr. Tokoly is still active in the day
to day business of his marketing firm, Golden Opportunities, Inc.

Mr. Charles E. Fritsch, 62, currently serves as Vice President of the Company on
a part-time basis and has been a Director since 1999. Mr. Fritsch is responsible
for acquisitions of new material handling products and companies.  From 1983
until 1999, Mr. Fritsch served in many positions for Waffer International, Inc.,
the largest manufacturer of plastic products in Taiwan, ultimately serving as
ts President and COO.  Previously, Mr. Fritsch was CEO and President of ARC
United Group of Companies, an import/export business, and in 1969 he founded
International Marketing Service, Inc. which provided consulting services to
foreign and domestic companies. Mr. Fritsch received his BS from the University
of Wisconsin in 1963 and an MA from DePaul University in Chicago.

Mr. Charles Krupka, 41, has over fifteen years of sales and management
experience, and has been a Director of the Company since April 2000.  From
January 1995 until July 1998, Mr. Krupka was the CEO of Polycytek, Inc., a
plastic pallet manufacturing concern unrelated to the Company's manufacturer
Polytec.  Polycytek was created in 1995 and molded 44" x 56" beverage pallets
for Royal Ecoproducts, a wholly owned subsidiary of Royal Group Technologies,
Inc.  Mr. Krupka has his BS in Agricultural Economics from Michigan State
University, and an MBA from the University of Michigan.  Mr. Krupka is a member
of the Society of Plastic Engineers and the Material Handling Institute of
America.

Mr. Kevin Cronin, Esq., 46, has served as a Director and legal counsel for the
Company since January 2000.  For the previous three years, Mr. Cronin served as
President and CEO of Alphadigm, Inc., a professional employer organization
specializing in placement of high-level executive managers.  Prior to his
service as President and CEO of Alphadigm, Mr. Cronin was in private practice in
Chicago, Illinois as an attorney specializing in corporate law.  Mr. Cronin has
a BBA degree in Management from the University of Notre Dame and a JD from
Northern Illinois University.

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

                                      21

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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.

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.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of January 31, 2001, the name, address, and
the number of shares of the Company's common stock, par value $0.001, 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 16,246,761 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 January 31, 2001, each owner
of 5% or more of the Company's common stock also serves as a director, and in
some cases, also as an officer.


Title of Class   Name and Address of       Amount and Nature of      Percent
                   Beneficial Owner          Beneficial Owner       of Class

    Common           Charles Foerg               2,550,550            15.7%
                17W704 Butterfield Rd.
               Oakbrook Terrace, IL 60181

    Common            Randy Zych                 2,750,000            16.9%
                  4918 Imperial Drive
                   Richton Park, IL

                                      22

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    Common           James Tokoly                 905,000             5.6%
                      PO Box 1001
                 Orland Park, IL 60462

    Common        Charles E. Fritsch              244,150             1.50%
                 Two Mid America #800
               Oakbrook Terrace, IL 60181

    Common           Kevin Cronin                 60,000              0.37%
                 Two Mid America #800
               Oakbrook Terrace, IL 60181

    Common            David Lade                  50,000              0.31%
                 Two Mid America #800
               Oakbrook Terrace, IL 60181

    Common      Executive Officers and          6,559,700            40.38%
                 Directors as a Group


Item 12.    Certain Relationships and Related Transactions

All office and warehouse space currently used by the Company is being provided
rent-free by its officers. Charles Foerg, our secretary/treasurer and a
director, provides the office space for our headquarters in Plainfield,
Illinois. James Tokoly, our vice-president and a director, provides our
warehouse space in Mokena, Illinois.

Randy Zych serves as the Company's CEO and chairman of board of directors. He
has spent most of the past twenty-five years working as an entrepreneur,
developing and promoting various new businesses, including several manufacturing
companies. Mr. Zych is no longer affiliated in any way with any business
start-up for which he served acted as a consultant. Mr. Zych presently devotes
his full time to the business activities of the Company.

Five of the Company's officers and shareholders loaned an aggregate of $75,000
to the Company in 1997 and 1998. The five lenders were Charles Foerg, Joseph
Mikulic, Joseph Pigato, James Tokoly, and Randy Zych. All of these loans have
been retired, none are outstanding, and these individuals have no claim against
the Company as stemming from these loans.

Savoia Corporation

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


                                      23

<PAGE>



Savoia in the development of the plastic pallet design. This value is believed
to be market value for such assets. The agreement did not contain any covenants
not to compete or disclose terms because the owners of Savoia, Randy Zych,
Charles Foerg, Joseph Pigato and James Tokoly, are now intimately involved with
the Company's affairs, and have no involvement whatsoever with the dormant
operations of Savoia.

Savoia had no liabilities at the time of the Asset Purchase Agreement.

Item 13.  Exhibits and Reports on Form 8-K

(a) Index to Exhibits. Exhibits required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits beginning on page 26 of
this Form 10-KSB, which is incorporated herein by reference.

(b)   Reports on Form 8-K.  The Company has not filed any Reports on Form 8-K.



                                      24

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                                  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 this 18th day of May 2001.


RPM Technologies, Inc.

/s/ Randy Zych
-----------------------------
Randy Zych
Chairman of Board of Directors/CEO


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

Signature                     Title                            Date

/s/ Randy Zych                Chairman of Board of Directors   May 18, 2001
------------------------------
Randy Zych                    CEO

/s/ Charles Foerg             Secretary/Treasurer, Director    May 18, 2001
------------------------------
Charles Foerg

/s/ David Lade                CFO, Director                    May 18, 2001
------------------------------
David Lade

/s/ James Tokoly              VP, Director                     May 18, 2001
------------------------------
James Tokoly

/s/ Charles E. Fritsch        VP,  Director                    May 18, 2001
------------------------------
Charles E. Fritsch

                              Director                         May 18, 2001
------------------------------
Charles Krupka

                              Director                         May 18, 2001
------------------------------
Kevin Cronin


                                      25

<PAGE>




                              INDEX TO EXHIBITS





Exhibit No.      Description of Document

3.0              Articles of Incorporation*
4.0              Bylaws*
27.0             List of Subsidiaries*



*Exhibits have been previously reported on Form 10-SB.

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