##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549


FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

|                                         |  |                           
|---------------------------------------- |  | --------------------------
|For the fiscal year ended
March 31, 2002 |  | Commission File
No. 0-1709
|                                         |  |                           

RVM INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 31-1515410                             
|                                                               |  |                                        
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |  |                                        
|                                                              
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|753 W. Waterloo Road, Akron, Ohio                              |  | 44314-1519                             
|                                                               |  |                                        
|(Address of principal executive offices)                       |  | (Zip Code)                             

Registrants telephone number, including area code: (330) 753-4545

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock (par value $.01 per share)

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(Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
xbox   No box

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to
this Form 10-K. xbox

The aggregate market value of the voting stock held by non-affiliates as of
June 1, 2002, based on a bid price of $0.05 was approximately $8,665. The
Registrant has no non-voting common equity.

There were 1,937,505 shares outstanding of the Registrants common stock as of
June 1, 2002.

Documents Incorporated by Reference

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None


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TABLE OF CONTENTS



|                                       |                                                                                               |  |  |  |  |  |  | 
|-------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                
|                                       | Item 1. Business                                                                             
|                                       | Item 2. Properties                                                                           
|                                       | Item 3. Legal Proceedings                                                                    
|                                       | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                               
|                                       | Item 5. Market for the Registrants Common Equity and Related Stockholder Matters            
|                                       | Item 6. Selected Financial Data for the years ended March 31                                 
|                                       | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                       | Item 7a. Quantitative and Qualitative Disclosures about Market Risk                          
|                                       | Item 8. Financial Statements and Supplementary Data                                          
|                                       | Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure  
|                                       | Item 10. Directors and Executive Officers of the Registrant                                  
|                                       | Section 16(a) Beneficial Ownership Reporting Compliance                                      
|                                       | Item 11. Executive Compensation                                                              
|                                       | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                       | Item 13. Certain Relationships and Related Transactions                                      
|PART IV                               
|                                       | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    
|SIGNATURES                            
|EX-21  Subsidiaries of the Registrant 
|EX-23  Consent of Independent Auditors



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##### Table of Contents



RVM INDUSTRIES, INC.

Index to Annual Report on Form 10-K
for the Fiscal Year Ended March 31, 2002

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|PART I  
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|Item 1   |  | Business                                                                              |  |  | 3-8   |      
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|Item 2   |  | Properties                                                                            |  |  | 8-9   |      
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|Item 3   |  | Legal Proceedings                                                                     |  |  | 9     |      
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|Item 4   |  | Submission of Matters to a Vote of Security Holders                                   |  |  | 9     |      
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|PART II 
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|Item 5   |  | Market for Registrants Common Equity and
Related Stockholder Matters                 |  |  | 10    |      
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|Item 6   |  | Selected Financial Data                                                               |  |  | 11    |      
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|Item 7   |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations |  |  | 12-16 |      
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|Item 7a  |  | Quantitative and Qualitative Disclosures about Market Risk                            |  |  | 17    |      
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|Item 8   |  | Financial Statements and Supplementary Data                                           |  |  | 17-42 |      
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|Item 9   |  | Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure  |  |  | 43    |      
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|PART III
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|Item 10  |  | Directors and Executive Officers of the Registrant                                    |  |  | 43-44 |      
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|Item 11  |  | Executive Compensation                                                                |  |  | 45-47 |      
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|Item 12  |  | Security Ownership of Certain Beneficial Owners
and Management                        |  |  | 48    |      
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|Item 13  |  | Certain Relationships and Related Transactions                                        |  |  | 49    |      
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|PART IV 
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|Item 14  |  | Exhibits, Financial Statement Schedules, and
Reports on Form 8-K                      |  |  | 50-52 |      

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PART I




Item 1. Business

Companies

RVM Industries, Inc. (RVM) is a publicly held holding company. Ravens,
Inc. (Ravens), Albex Aluminum, Inc. (Albex), and Signs and Blanks, Inc. (SABI)
are wholly owned subsidiaries of RVM. On November 14,2001, Ravens sold its
operating assets and liabilities to Fontaine Trailer Company, Inc. Ravens
changed its name to Waterloo Holding Company. The Company refers to RVM,
Ravens (Waterloo Holding Company), Albex and SABI, collectively.

Fiscal Year

RVMs fiscal year ends on March 31. References to 2002, 2001, etc. are
for the fiscal years ended March 31, 2002, 2001, etc., respectively.

General Development of the Business

Ravens Metal Products, Inc. was incorporated in the State of West Virginia
on April 9, 1956 and reincorporated in the State of Delaware on September 3,
1986. Jacob Pollock (Pollock) acquired majority control on May 3, 1991.

On March 31, 1997, Ravens Metal Products, Inc. changed its name to Ravens,
Inc. and effected reorganization with RVM pursuant to Section 251(g) of the
Delaware General Corporation Law. Each holder of the common stock of Ravens
became the holder of an equal number of shares of RVM, a newly created holding
company. The holders of RVM common stock have substantially the same rights
that they had as holders of the common stock of Ravens. RVM filed Form 8-B on
March 31, 1997 to register the common stock shares of RVM with the Securities
and Exchange Commission.

On March 31, 1997, RVM purchased all of the common stock of Albex and
SABI, which were corporations wholly, owned by Pollock, the majority
shareholder of RVM. Since this was a business combination of entities under
common control, the financial statements of prior years were restated to
reflect the combination on an as if pooling of interests basis.

Albex was incorporated in the State of Ohio on February 25 1991, as Wirt
Metal Products, Inc., relocated its operations from Elizabeth, West Virginia to
Canton, Ohio in 1996, and changed its name in 1997 to better reflect its
business of manufacturing aluminum billets and extrusions. Albex purchased the
real estate and an extrusion press in Elizabeth from Ravens prior to Pollock
purchasing a majority interest in Ravens.

SABI was founded by Pollock and incorporated in the State of Ohio on July
10, 1989.

On April 8, 1999, RVM purchased the assets and inventory of a steel
trailer manufacturing plant in Knox, Indiana, for approximately $1.2 million.
The plant produces a new steel trailer product line that enhances the current
product line and is sold through the Ravens distribution network.

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In August 2001, the Companys Board of Directors approved a plan to shut
down Albex. Albex suspended cast house production in November 2000 due to slow
demand for aluminum billet. By September 2002 all extrusion manufacturing was
suspended. Low demand for the product was the major cause of the shutdown.

On November 14, 2001, the Company sold the operating assets and
liabilities of Ravens to Fontaine Trailer Company, Inc. Ravens changed its name
to Waterloo Holding Company and controls the assets and liabilities not sold to
Fontaine Trailer Company, Inc.

In December 2001, the Company sold Albex extrusion machinery and equipment
to a non-related third party.

In January 2002 the Company entered into an agreement with a non-related
third party to sell Albex cast house land, building, machinery and equipment.

Markets

Ravens

The principal business of Ravens is the design and manufacture of truck
trailers, consisting of platform (flatbed) trailers, drop deck trailers, dump
trailers, and dump truck bodies. Since the late 1950s, Ravens has designed and
manufactured durable, lightweight aluminum trailers and bodies, which provide
the advantage of lower operating costs plus higher legal payload capacity.
Ravens products are primarily made with aluminum bodies and aluminum chassis.
With the addition of the Knox facility, Ravens now produces a dump trailer made
of steel. The steel dump trailer serves the demolition market, which requires
a more durable body. Ravens truck trailers are basically standardized
products with a number of optional features available; however, certain
variations are often made to satisfy customers requirements. Ravens also
manufacture truck and trailer accessories, including toolboxes, side kits and
boxes, bulkheads and other optional equipment. Ravens sells a wide variety of
after-market parts for trucks and trailers, including parts for its own
trailers

The markets for Ravens truck trailer and body product lines are virtually
all within the highway transportation industry in the U.S. with a small amount
of sales in Canada. These markets include both for-hire carriers (commercial
trucking companies and owner operators) and private carriers (manufacturers and
producers delivering their own products or commodities). Dump trailer and body
applications include construction and road building materials, agricultural and
mining products, industrial and municipal waste, and a wide range of other bulk
commodities. Platform trailers are utilized in a variety of applications,
including steel and other metals, lumber, building materials, machinery,
appliances, and industrial equipment. The overall business of Ravens is not
generally seasonal.

A down turn in the U.S. trailer industry started approximately in the
second calendar quarter of 2000 and the industry has yet to see a recovery.
For the calendar year 2000 the Bureau of the Census reported overall
manufacturers shipments of units were 240,256 down 20.1% from the previous
year, with the fourth quarter shipments down 31.4% from the previous fourth
quarter. The Industry had continued to be depressed in calendar year 2001.
Ravens sales through November 14, 2001 decreased 49.5% from the same period
last year. Over all industry information was not available for calendar year
2001.

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Trailer sales have been affected by fuel prices, interest rates,
bankruptcies that have made available newer used equipment in the market place,
tighten credit policies of financing sources for customers and the overall
general slowing of the economy.

Albex

Albex operated three extrusion presses (1,400 ton, 2,200 ton, and 3,000
ton) for standard and custom soft alloy aluminum extruded shapes. Several of
aluminums physical properties such as tensile strength, corrosion resistance,
thermal conductivity, lighter weight than steel, and scrap value for recycling
are attractive to a wide range of markets. Albex sold to manufacturers,
fabricators and distributors in the transportation, building and construction,
consumer durables, and other aluminum extrusion markets. Most sales are to
customers in the midwestern portion of the U.S. Albexs business is not
generally seasonal.

Albex extrusion business continued to decrease in 2002. Albex shipped 5.8
million pounds of extrusions in the first five months of 2002, a decrease of
40% over the same five months of 2001. The transportation industry continued to
be in a severe recession with overall recession in the manufacturing segment.
In 2001, Albex shipped approximately 18.5 million pounds of aluminum extrusions
on a market that exceeded 3.5 billion pounds. Albex shipments in 2001 were
down 32.9% from 2000 due to a general decline in the business activity in
manufacturing and most specifically the transportation segments.

Applications in the transportation market include truck trailers and
bodies, utility trailers, recreational vehicles, and railcars. Approximately
7%, 18%, and 21%, of Albexs net sales in 2002, 2001, and 2000, respectively,
were to Ravens. These sales and intercompany inventory profits have been
eliminated from the consolidated financial statements.

Primary uses in the building and construction markets are structural beams
and components for buildings, road sign supports, and components for highway
and bridge construction. Examples of consumer durables are components for
boats, sports and exercise equipment, greenhouses, and durable medical
equipment. Albex produces a wide variety of standard shapes such as angles,
bars, channels, pipes, and beams that are purchased by distributors for resale
to end users.

Albex constructed an aluminum billet casting facility in 1997 in order to
recycle aluminum scrap generated internally and purchased from suppliers into
aluminum billet to be used for producing extrusions and to sell to customers.
The aluminum billet market suffered a dramatic drop in demand. Coupled with
significant drop in Ravens orders, Albex suspended production at the cast house
in November 2000. Billet supplies are readily available at competitive prices
from other producers.

SABI

SABI is a fully automated manufacturer of aluminum sign blanks and
traffic, warning, and street signs. SABI distributes its manufactured products
and purchased sign posts to a market approximating $350 million per year.
Approximately two-thirds of SABIs sales are to fabricator/dealers who purchase
aluminum blanks, cover them with reflective sheeting that is often silk
screened, and then sell the finished signs to governmental agencies.
Approximately one-third of SABIs sales are directly to governmental agencies
in the form of blanks or signs silk-screened by SABIs print shop. Most sales
are to customers east of the Mississippi River. SABIs business is not
generally seasonal.

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Backlog

Ravens backlog of orders for new trailers amounted to approximately
$1,250,000 at September 30, 2001 indicating a further decline in business
activity as compared to $1,700,000 at May 31, 2001 and to approximately
$5,009,000 at May 31, 2000. The order backlogs for the extrusion and sign
industries are not relevant due to the nature of the industries and customers.
These backlogs tend to be low and of short duration.

Distribution and Service

Ravens

Ravens sold and serviced truck trailers nationally through 71 trailer
dealerships located in 32 states and 4 dealerships located in Canada. Ravens
owns trailer and parts sales branches located in Dover, Ohio. In addition,
Ravens has regional sales managers who support the dealerships and solicit
direct sales from fleet customers.

Service and maintenance on Ravens products were performed by its Dover,
Ohio service branch. The Company approved garages, repair shops, and customers
are also authorized to service its products.

Ravens assisted in financing its trailer sales to customers by
guaranteeing the time payment notes of customers with acceptable credit
standing to a finance company. See Note 8 to the consolidated financial
statements as to contingent liabilities with respect to these notes.

Ravens accepted used trailers as trade-ins on sales of new trailers and
purchases used trailers for resale. Ravens generally recondition these used
trailers when necessary and hold them for resale. Ravens do not generally
lease trailers.

Albex

Albex utilized its own sales force and manufacturer representatives to
solicit orders from distributors and other customers. Albex also toll
processes metal owned by customers into billets and extrusions.

SABI

SABI solicits sales mainly through telephone contacts with customers and
through independent sales representatives.

Raw Materials

Aluminum in the form of coil, sheet, plate, primary ingot, billet and
scrap is the principal raw material used by the Company. The Company also
purchased components such as reflective sheeting, tires, wheels, axles and
other hardware items. The Company is not dependent upon any single supplier
for aluminum or other raw materials and components; however, a significant
increase in the price or an interruption in the supply of aluminum could
adversely affect the Company.

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Competition

Ravens

Ravens competed nationally in the platform trailer and dump trailer
categories of the diverse and highly competitive truck trailer industry. There
were approximately 90 companies who manufacture aluminum, composite (aluminum
and steel), and steel platform and/or dump trailers. A majority of these
companies compete within local or regional areas.

Ravens has developed product design, manufacturing, and marketing
expertise for aluminum platform and dump trailers. Aluminum trailers, compared
to composite and steel trailers, are lighter, enabling a larger payload to be
hauled, last longer, require less maintenance, and have higher resale and scrap
values. These factors are distinct advantages of aluminum trailers, but the
higher cost of aluminum compared to steel requires a larger investment by the
customer.

Ravens was recognized as a leading manufacturer of aluminum platform
trailers. Ravens believes that there are no more than 10 manufacturers of
aluminum platform trailers, of which four account for approximately 90-95% of
the units produced. Ravens believes, based upon 2000 estimates of units
registered, that Ravens market share was approximately 25% and that East
Manufacturing Corporation, Benson Truck Bodies, Inc., and Reitnouer, Inc. had
market shares of approximately 21%, 17%, and 32%, respectively. Ravens strives
to compete based upon product performance, but economic conditions and
competition with aluminum, composite, and steel manufacturers have caused the
importance of price to increase. Market information for 2001 was not
available.

Ravens commenced production of platform trailers in its Kent, Ohio
facility in June 1995 and in October 1996 introduced the FleetHawk, a platform
trailer designed to compete more effectively against composite trailers sold to
the more cost conscious fleet customer. The FleetHawk is heavier but less
expensive than the Ravens Eclipse II Classic. Ravens believes that the higher
initial cost of the FleetHawk can be more than recovered through lighter weight
and lower operating costs than the composite trailer offered by competitors.
Ravens also introduced an aluminum flatbed truck body with the same features as
the Eclipse II Classic flatbed (platform) trailer. Ravens introduced a drop
deck platform trailer in March 1998.

In April 1999, Ravens purchased the assets of Galbreaths steel dump line
of trailers at Knox, Indiana. This acquisition complements Ravens aluminum
line of trailers and allows the Company to compete in demolition, scrap,
boulder dump and other heavy-duty operations that require steel trailers.
Ravens uses a stronger heat-treated steel such as AR-400 to produce a longer
lasting steel trailer and employs a 2000 ton brake press in the manufacture of
steel trailers. Ravens is able to form the required steel materials in single
section, which gives it an advantage over a competitor that must weld multiple
sections to form the steel dump trailer body.

On November 14, 2001, the Company sold the operating assets and liabilities of
Ravens to Fontaine Trailer Company, Inc.

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Albex

The aluminum extrusion industry is highly competitive. Although there are
more than 100 companies in North America that participate, the industry has
begun to consolidate as large aluminum companies have acquired major extrusion
manufacturers. The Companys principal competitors now include Alcoa, Kaiser,
Indalex, Norsk and Hydro Wells Aluminum. Success in the industry turns on a
companys ability to keep the presses at a high level of utilization while
supplying a quality product on time and at a fair price. Albex had positioned
itself well in the industry with the three extrusion presses, ISO 9002
certification, fabrication capabilities and strong customer orientation.

SABI

SABI believes that it is one of the four largest companies whom together
account for approximately 25% of the sign market and that its market share
approximates 5-6%. The other three companies are Hall Signs, Inc., Newman
Traffic Signs, Inc. (Newman), and Vulcan, Inc. Newman competes against SABI in
all geographic markets, whereas the others are strong in particular geographic
areas. A large number of other manufacturers, fabricator/dealers, and
governmental sign shops account for the other 75% of the sign market.

Patents and Trademarks

Ravens is a registered trademark for its swirl design finish on its
manufactured products. Ravens believe that the swirl finish is a cosmetic
feature, which favorably distinguishes its trailers and bodies from
competitors products. Ravens sold the trademark to Fontaine Trailer Company,
Inc. on November 14, 2001.

Employees

The Company employed approximately 40 people at March 31, 2002 compared to
approximately 296 administrative, sales, engineering, production, and repair
and service personnel at March 31, 2001. The International Association of
Machinists and Aerospace Workers, AFL-CIO represented the hourly personnel at
the Ravens facility in Dover, Ohio, under an agreement, which expires on April
18, 2002. The International Association of Bridge, Structural and Ornamental
Iron Workers, AFL-CIO represented the hourly production employees at the Ravens
Kent, Ohio facility, under an agreement that expires on April 15, 2004. The
United Steelworkers of America, AFL-CIO, represent Albexs hourly production
employees under an agreement, which expires on June 5, 2002. SABIs hourly
production employees are represented under an agreement expiring on December
31, 2003 with The Glass, Molders, Pottery, Plastics & Allied Workers
International Union, AFL-CIO.

Regulation

The U.S. Government and State Governments regulate truck trailer length,
height, width, maximum capacity and other specifications. The U.S. Government
also regulates certain safety features incorporated in the design of truck
trailers.

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Environmental Matters

The Companys facilities are subject to the environmental laws and
regulations of the jurisdictions in which they are located. RVM believes that
the environmental standards maintained at such locations meet applicable
regulatory requirements. The Companys operations, like those of other
competitors in basic industries, have in recent years become subject to
increasingly stringent legislation and regulations with regard to protection of
human health and the environment. More rigorous policies and requirements may
be imposed in the future. Although RVM is not aware of any specific measures
or expenditures that will be required, compliance with such laws, regulations
or policies may require expenditures in the future.




Item 2. Properties

RVM leases approximately 11,000 square feet of office space for its
corporate office in Akron, Ohio.

The company sold or transferred the leases for the following properties to
Fontaine Trailer Company, Inc. on November 14, 2001.



| | 1. |  | The Ravens manufacturing facility is on an 8-acre site in
Jacksonville, North Carolina. This facility is comprised of a
prestressed concrete building that contains approximately 43,200
square feet of fabrication area and a concrete block building with
approximately 3,000 square feet of space for washing and painting
trailers.                                                                                                          
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | The Ravens manufacturing facility is on a 22-acre site in
Kent, Ohio. The building consists of approximately 95,000 square
feet primarily of steel construction. Ravens completed
construction of a 62,000 square foot steel building at its Kent
property on April 30, 1999. The building houses aluminum
cut-to-length equipment and provides space for manufacturing new
products.                                                            
|
| | 3. |  | Steel dump production at a 6-acre site with two buildings
leased by Ravens in Knox, Indiana. The main building is
approximately 55,000 square feet; a brake press building of 4,900
square feet was completed in November 1999.                                                                                                                                                                                                                  
|
| | 4. |  | The branch in Dover, Ohio is housed in three buildings of
cement block construction with approximately 25,000 square feet of
floor area on 3.5 acres of land. This property is utilized for
trailer sales, service, and repairs. The building contains
offices, storage space, and shop space. Yard area is utilized for
storage of new and used trailers and trailers in process of repair
and maintenance. Ravens owned the land and buildings.
|
| | 5. |  | Land and buildings situated on approximately 9.2 acres
adjacent to the branch facility in Dover, Ohio. From 1995 to
1997, Ravens utilized the buildings, constructed primarily of
concrete block and totaling approximately 36,000 square feet, for
manufacturing of utility, snowmobile, and personal watercraft
trailers. Ravens relocated the wholesale parts business from
Parkersburg, West Virginia in July 1998 to this property.         
|
| | 6. |  | Albex owns a 47-acre site in Canton, Ohio. The extrusion
operation and administrative offices were located in a 250,000
square foot building constructed primarily of brick. A 36,000
square foot prefabricated steel building houses the billet casting
operation.                                                                                                                                                                              

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The Albex extrusion building and land were leased to a non-related third
party that had purchased the extrusion machinery and equipment. The lease term
is for ninety-nine years with a one-year notification required to terminate.

SABI operates in a leased 64,000 square foot predominantly steel and
concrete block building in Akron, Ohio. RVM believes that SABI has sufficient
production capacity to meet current and projected demand for its products.

Certain owned property of the Company was subject to mortgages and is
collateral for lines of credit and a letter of credit. See Notes 6 and 7 to
the consolidated financial statements.




Item 3. Legal Proceedings

The Company, Ravens, Waterloo Holding and Mr. Jerry Pollock have been
named in a fraudulent suppression complaint made by Fontaine Trailer Company,
Inc. The complaint involves warranty issues and the amount of warranty reserve
transferred to Fontaine Trailer Company, Inc. as part of the purchase price of
Ravens. The Company believes that the reserve was adequate to fund all
warranty claims in the future for units sold by Ravens prior to the sale of the
company.

The Company and Albex and are defendants in a wrongful death and employer
intentional tort claim. In cases like this where there are many underlying
facts that are disputed it is difficult to predict a favorable or unfavorable
outcome. If the plaintiff prevails against the Company, liability is
significant, as the jury will have broad discretion to fix the amount of
damages it awards for both compensatory and punitive damages. The Company
believes in the strength of its defense and intends to assert them if a trial
is necessary. The Company also believes any settlement is within the limits of
its insurance policies.

Albex has been named in a number of unsecured creditors claims for amounts
due. The sale of all of the assets of Albex will be used to pay down the debt
to the secured creditors. The Company had notified all of Albexs unsecured
creditors that payment was not probable.

Albex has been named in a foreclosure proceeding relating to the mortgage
on the land and buildings. Albex will surrender the land and buildings to the
mortgage holder when the proceeding is completed. The mortgage holder is a
company controlled by Mr. Jerry Pollock. The mortgage on the land and building
is $3,486,564 and the appraisal for the land and buildings as of May 3, 2001
was $1,820,000.

The Company is involved in various claims and litigation arising in the
ordinary course of business. Management believes that the outcome of such
claims will not have a material adverse effect on the Companys financial
position and results of operations and cash flows.




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

There were no matters submitted to a vote of security holders in the
quarter ended March 31, 2002.

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PART II




Item 5. Market for the Registrants Common Equity and Related Stockholder Matters

RVMs common stock (trading symbol RVMI) is traded over-the-counter and
quoted on the OTC Bulletin Board and on pink sheets which are published
periodically. The high and low trade prices and shares traded of RVMs common
stock as reported by the OTC Bulletin Board for each quarterly period during
the last two fiscal years were as follows:

|     |                |  |      |       |     |  |        |       |  |  |        |        | 
|---- | -------------- |  | ---- | ----- | --- |  | ------ | ----- |  |  | ------ | ------ | 
|     |                |  |      |       |     |  |        |       |  |  | Shares
|     |                |  | High |       | Low |  | Traded
|     |                |  |      |       |     |  |       
|2002 |                |  |      |       |     |  |        |       |  |  |        |       
|    
|    
|    
|    
|     | First quarter  |  |      | 4.000 |     |  |        | 1.010 |  |  |        | 0      | 
|    
|    
|    
|    
|     | Second quarter |  |      | 1.010 |     |  |        | 1.010 |  |  |        | 0      | 
|    
|    
|    
|    
|     | Third quarter  |  |      | 1.010 |     |  |        | 1.010 |  |  |        | 3,800  | 
|    
|    
|    
|    
|     | Fourth quarter |  |      | 1.010 |     |  |        | 0.040 |  |  |        | 0      | 
|    
|    
|    
|    
|2001 |                |  |      |       |     |  |        |       |  |  |        |       
|    
|    
|    
|    
|     | First quarter  |  |      | 4.750 |     |  |        | 4.000 |  |  |        | 7,900  | 
|    
|    
|    
|    
|     | Second quarter |  |      | 4.750 |     |  |        | 4.000 |  |  |        | 11,800 | 
|    
|    
|    
|    
|     | Third quarter  |  |      | 4.250 |     |  |        | 4.125 |  |  |        | 3,700  | 
|    
|    
|    
|    
|     | Fourth quarter |  |      | 4.250 |     |  |        | 4.000 |  |  |        | 2,500  | 

The trade prices do not include retail mark-ups, markdowns or commissions.

RVM has not paid dividends in the last two years and is restricted from
paying dividends by its loan agreements. Payment of dividends is within the
discretion of RVMs Board of Directors and will depend on, among other factors,
earnings, capital requirements and the operating and financial condition of the
Company. RVM does not presently intend to pay dividends in the foreseeable
future.

There were approximately 3,700 holders of record of the Registrants
common stock as of June 1, 2002. See Item 12.

11



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##### Table of Contents






Item 6. Selected Financial Data for the years ended March 31

This information should be read in conjunction with the consolidated financial
statements and the related notes in Item 8 and Managements Discussion and
Analysis of Financial Condition and Results of Operations in Item 7.

|                                                                                               |                                        |                   |             |      |       |      |             |      |       |      |            |      |       |   |            |      |      |   |            |       |      | 
|---------------------------------------------------------------------------------------------- | -------------------------------------- | ----------------- | ----------- | ---- | ----- | ---- | ----------- | ---- | ----- | ---- | ---------- | ---- | ----- | - | ---------- | ---- | ---- | - | ---------- | ----- | ---- | 
|                                                                                               |                                        |                   |             | 2002 |       | 2001 |             | 2000 |       | 1999 |            | 1998
|                                                                                               |                                        |                   |             |      |       |      |             |      |       |      |            |     
|Net sales                                                                                      |                                        | $                 | 8,080,448   |      |       | $    | 9,457,015   |      |       | $    | 9,991,880  |      |       | $ | 11,153,221 |      |      | $ | 11,302,623 |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Income (loss) from operations                                                                  |                                        |                   | 191,977     |      |       |      | (133,495    | )    |       |      | 70,075     |      |       |   | 462,203    |      |      |   | 216,080    |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Income (loss) from discontinued
operations net of income taxes- Albex                          |                                        |                   | (5,506,063  | )    |       |      | (3,320,718  | )    |       |      | (3,331,004 | )(1) |       |   | (1,507,154 | )    |      |   | (965,617   | )    
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Income (loss) from discontinued
operations net of income taxes-Ravens                          |                                        |                   | (5,314,529  | )    |       |      | (790,313    | )    |       |      | 2,725,478  |      |       |   | 2,755,765  |      |      |   | 2,791,249  |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Cumulative effect of accounting change(3)                                                      |                                        |                   | 0           |      |       |      | 0           |      |       |      | 0          |      |       |   | 0          |      |      |   | (211,651   | )(2) 
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Net income (loss)                                                                              |                                        |                   | (10,628,615 | )    |       |      | (4,244,526  | )    |       |      | (535,451   | )    |       |   | 1,533,341  |      |      |   | 1,821,944  |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Basic and diluted earnings per share: (2)
Income before cumulative effect of
accounting change |                                        | $                 | (5.49       | )    |       | $    | (2.28       | )    |       | $    | (0.28      | )    |       | $ | 0.79       |      |      | $ | 1.05       |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Cumulative effect of accounting change |                   |             | 0.00 |       |      |             | 0.00 |       |      |            | 0.00 |       |   |            | 0.00 |      |   |            | (0.11 | )   
|                                                                                               |                                        |                   |             |      |       |      |             |      |       |      |            |      |       |   |            |      |      |   |            |      
|                                                                                               |                                        | Net income (loss) |             | $    | (5.49 | )    |             | $    | (2.28 | )    |            | $    | (0.28 | ) |            | $    | 0.79 |   |            | $     | 0.94 | 
|                                                                                               |                                        |                   |             |      |       |      |             |      |       |      |            |      |       |   |            |      |      |   |            |      
|Average number of shares used in
computation of per share amounts                              |                                        |                   | 1,937,505   |      |       |      | 1,937,505   |      |       |      | 1,937,498  |      |       |   | 1,936,756  |      |      |   | 1,935,776  |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Cash dividends declared per common share                                                       |                                        |                   | 0           |      |       | $    | 0           |      |       | $    | 0          |      |       | $ | 0          |      |      | $ | 0          |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Total assets                                                                                   |                                        |                   | 9,033,528   |      |       |      | 43,702,603  |      |       |      | 53,731,708 |      |       |   | 48,999,890 |      |      |   | 48,348,030 |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Total long-term obligations                                                                    |                                        |                   | 6,798,813   |      |       |      | 3,873,905   |      |       |      | 30,760,387 |      |       |   | 27,866,431 |      |      |   | 26,995,189 |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Working capital                                                                                |                                        |                   | (3,920,349  | )    |       |      | (15,032,041 | )    |       |      | 15,412,492 |      |       |   | 10,655,095 |      |      |   | 10,591,297 |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Shareholders equity                                                                           |                                        |                   | (5,459,082  | )    |       |      | 4,644,533   |      |       |      | 8,889,059  |      |       |   | 9,422,510  |      |      |   | 7,888,169  |      



---

|(1) |  | Includes loss of $2,573,016 for impairment of long-lived assets.                                                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Net loss for Albex and SABI for the quarter ended March 31, 1997 recorded
as accounting change as Albex and SABI changed their fiscal year ends from
December 31 to March 31.

12



---



##### Table of Contents






Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company entered into 2002 with the expectation that the economy would
turn around. The recession that was being experienced by the trucking and
extrusion businesses had started in calendar April 2000, well ahead of the
general economy. The Company had been in default on its loans since September
2000. The Company continued throughout 2001 to work with its lenders and
suppliers to keep the Ravens, Albex and SABI businesses continuing.

Liquidity became the Companys key issue. Both Ravens and Albex continued
to experience significant sales decreases due to the trucking and extrusion
industries further decline in sales. Both Ravens and Albex continued to cut
costs and reduce inventories as sales volume declined. The Company continued
to look for alternative financing, but the losses generated and the continuing
bleak forecasts for the trailer and extrusion industries prevented any interest
from lenders.

In August 2001 the Companys Board of Directors approved the plan to
shutdown Albex. Albexs current assets were liquidated and the cash was used
to pay both expenses and secured lenders. In December 2001 Albexs extrusion
machinery and equipment were sold to a non-related third party. The cash was
used to pay expenses and the secured lenders. The remaining assets of Albex
either will be sold and or are in a foreclosure proceeding. The cash generated
will be used to pay expenses and secured lenders.

On November 14, 2001, Ravens operating assets and liabilities were sold to
Fontaine Trailer Company, Inc. The cash was used to pay expenses and the
secured lenders.

The Company has liabilities greater than its assets. The Companys intent
is to sell SABI and the remaining assets of Albex. The cash generated from
those sales will be used to pay down the secured debt owed to FirstMerit.
However, certain unsecured vendors (mainly to Albex) have been notified that
they will most likely not be paid. As the Company winds down operations, its
shares will continue to have little value to stockholders.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $173,392 and $1,108,115 at
March 31, 2002 and 2001, respectively. The Company could have borrowed
approximately $140,743 more on a line of credit at March 31, 2001. The Company
also has a $450,000 draw down note that was not borrowed against at March 31,
2002. The Company owes FirstMerit as of March 31, 2002 $3,540,977 on a
five-year note secured by all of the companys inventory, receivables and fixed
assets.

As discussed in footnote 6, in Notes to the Consolidated Financial
Statements, the Company at March 31, 2001 was not in compliance with its bank
covenants on cash flow coverage and minimum net worth. The Company owed
FirstMerit as of March 31, 2001, $14,039,750 on the $20,000,000 note secured by
all the Companys inventory and receivables and $5,118,023 on two long term
notes secured by certain fixed assets at Albex and Ravens.

13



---



##### Table of Contents



The Company, through the sale of Ravens, the close down of Albex and the
sale of the extrusion machinery and equipment, has been able to reduce the
long-term debt to secured lenders. The Companys intent is to sell the
remaining assets of Albex and then to sell SABI. The cash generated from these
sales will be used to pay down secured debt to FirstMerit. As liabilities
exceed assets, there is doubt about the Companys ability to continue to
operate as a going concern.

The financial statements in this document have been prepared on a going
concern basis except for the discontinued operations assets and are stated at
managements estimate of the impaired value. Also, discontinued operations
liabilities include a reserve for cost associated with disposing of the
Waterloo Holding Company (Ravens) and Albex assets and liabilities.

14



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##### Table of Contents



2002

Net cash used by operating activities $(30,345) was used mainly to
pay-down vendors at SABI and to increase inventories. Inventories increased
$193,725 as SABI provided for potential shortages due to a supplier bankruptcy
in 2002. SABI has been able to replace the supplier with other sources. SABI
is paying down extend terms provided by its suppliers and has reduced accounts
payable by $168,351.

Cash provided from investing activities resulted from the net sale of
Ravens operating assets and liabilities of $14,418,000 and Albexs extrusion
machinery and equipment of $4,250,000.

The proceeds from the sale of the assets were used mainly to pay down the
line of credit debt in default and the secured long term debt to the State of
Ohio, the Kent bonds and to FirstMerit (see Note 7 to the Consolidated
Financial Statements).

The Company replaced long-term notes to FirstMerit with a five-year note
for $3,640,977 (see Note 7 to the Consolidated Financial Statements).

Net cash flow used in discontinued operations was to fund the losses
generated by Ravens and Albex.

2001

Net cash provided by operating activities of $1,142,825 was generated
mainly by SABI decreasing inventory by $448,072 and extending payables by
$572,529.

The Company made capital expenditures at SABI of approximately $77,000
used mainly for the replacement of forklift trucks.

The Company used cash to pay-down long-term debt by $1,223,284 and notes
payable to the bank by $4,347,294. Net cash flow generated by discontinued
operations of $3,904,158 and proceeds from notes from related parties of
$909,258 were used for payments on long tern notes and bonds and note payables
bank.

Cash generated by discontinued operations was $3,904,158.

Cash generated from operating activities of discontinued operations was
$4,731,905 and was achieved by the reduction of inventory and receivables at
Ravens and Albex net of their operating losses. Ravens and Albex inventories
and receivables decreased by $8,670,400. Operating losses at Ravens and Albex
net of depreciation was $(2,065,840). The net reduction in current liabilities
was $(1,872,655) and was mainly used by paying warranty and taxes.

Cash used by discontinued operations was $(827,747). Capital expenditures
at Ravens and Albex of $1,995,386 were offset by sale of fixed assets at Albex
of $939,838 and the use of the remaining funds held by the Kent bond trustee of
$227,801.

15



---



##### Table of Contents



Capital expenditures at Albex were approximately $1,800,000, used mainly
for the expansion of the packaging and shipping department, upgrading the large
extrusion press, production dies and other manufacturing equipment. Ravens
invested approximately $194,000, used mainly for the installation of the
environmental equipment, totaling $174,000, at the Dover facility, the
remaining amount on other manufacturing equipment.

2000

Net cash used in operating activities of $(287,256,) was primarily for
reducing accounts payable at SABI. Capital Expenditures at SABI were
approximately $209,000 primarily for new computer hardware to become Year 2000
compliant.

On April 8, 1999 and amended on September 30, 1999, the Company entered
into a long-term note with FirstMerit N.A. for $1,614,220. The funds were used
by Ravens to purchase the Knox facility equipment and for additional capital
equipment. Notes payable to the bank increased $4,172,948 to support the
growth in discontinued operations. Payments on long-term bond and notes
payables were $(1,962,030).

Cash used in discontinued operations was $(2,894,357). The cash used was
mainly for capital equipment at Albex and to fund the sales growth in inventory
and receivables.

RESULTS OF OPERATIONS

Years Ended March 31, 2002 and 2001

Net sales of $8,080,448 were $1,376,567 or 14.5% lower than last year.
Sales were affected by the slow economy. Gross Profit of 8.2% was slightly
lower than 2001 of 8.3%. Selling, general and administrative cost was reduced
by 25%, as management reduced cost. As a result of the reduction in costs and
a settlement of a vendor payable, operating income from continuing operations
increase to $191,977 in 2002 from a loss of $(133,495) in 2001.

Loss from discontinued operations- Albex (see Note 3 to the Consolidated
Financial Statements) increased to $(5,506,063) in 2002 from $(3,320,718) in
2001. In August 2001 the Company announced a plan to close down Albex. Albex
continued to experience a decline in sales and no expectation of an upturn in
2002. Sales declined by 40% in 2002 for the same five month period in 2001.
The sales decline was due to the general economy recession, especially in the
truck trailer market. The Company recorded $(3,496,926) for a loss on sale of
fixed assets sold in December 2001, expenses to close down the facility and
managements estimate of loss related to the write down of impaired property,
plant and equipment.

Loss from discontinued operations of Ravens (see Note 3 to the
Consolidated Financial Statements) increased to $(5,314,529) in 2002 from
$(790,313) in 2001. On November 14, 2001 the Company sold all the operating
assets and liabilities to Fontaine Trailer Company, Inc. The continuing
decline in the truck trailer market and the inability to obtain long term
financing led to the decision. Sales declined in 2002, 49.5% to $13,403,826
for the same eight-month period from last year. The Company recorded
$(2,480,763) for the loss on the sale of Ravens and the continuing cost to
complete the sale.

See Note 9 to the Consolidated Financial Statements for discussion on
income taxes. As part of Statement on Financial Standards Number 109
Accounting for Income Taxes requirements, the Company provided a valuation
reserve for the estimated tax effect of not being able to utilize the tax loss
carried forward for future years. The

16



---



##### Table of Contents



result was a reduction in the income tax benefit in 2002
of $3,052,518, which increased the net loss for the year by the same amount.
Each year the valuation reserve will be reviewed.

The Company net loss for the year increased to $(10,628,615) in 2002 from
$(4,244,526) in 2001.

Years Ended March 31, 2001 and 2000

Net sales decreased by 5.4% to $9,457,015 as SABI closed unprofitable
sales offices in North Dakota and Pennsylvania. Gross profits decreased to
8.3% in 2001 from 12.8% in 2000. Margins were impacted by higher material cost
that could not be passed onto customers. Selling and general administrative
costs decreased to 8.7% of net sales from 10.6% in 2000, as overall spending
was reduced by 21.7%. Loss from continuing operations was $(133,495) in 2001
compared to a profit of $70,075 in 2000.

Loss from discontinued operations- Albex was $(3,320,718) in 2001 compared
to $(3,331,004) in 2000. Net sales for Albex decreased 29.8% to 17,425,597 in
2001. The loss in sales was a result from the recession in the truck trailer
market that started in April 2000. Management could not reduce cost as fast as
sales decreased and overall operating loss increased to $(2,647,127) in 2001
from $(1,113,283) in 2000. In 2000, Albex recorded an impairment loss on
machinery and equipment of $2,573,016 resulting from the discontinuation of the
use of gas furnaces in the cast house. The income tax benefit from the loss at
Albex was adjusted $842,677 for the valuation reserve in 2001 (see Note 9 to
the Consolidated Financial Statements).

Loss from discontinued operations-Ravens was $(790,313) in 2001 from a
profit of $2,836,478 in 2000. Ravens sales decreased 38.8% to $34,986,971 as
unit shipments were severely impacted by the recession in the truck trailer
market. Higher fuel prices, fleet owners bankruptcies that made available used
equipment and tightening of credit by lenders reduced demand for new equipment.
The reduced sales volume as well as the lower margins to obtain those sales
were the main factors in the reduction of profit of $(3,626,791).

See Note 9 to the Consolidated Financial Statements for discussion on
income taxes. As part of Statement on Financial Standards Number 109
Accounting for Income Taxes requirements, the Company provided a valuation
reserve for the estimated tax effect of not being able to utilize the tax loss
carried forward for future years (a part of the deferred tax asset on the
balance sheet). The result was a reduction in the income tax benefit in 2001
of $858,000, which increased the net loss for the year by the same amount.
Each year the valuation reserve will be reviewed. An appropriative adjustment
will be made based upon the financial condition of the Company at that fiscal
year end and the ability of the Company to utilize the tax loss carried
forward.

INFLATION

The Company does not believe that inflation has had a material effect on
the results of operations for the periods presented because of low inflation
levels during these periods.

FORWARD-LOOKING STATEMENTS

17



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##### Table of Contents



Forward-looking statements in this Form 10-K are made pursuant to the safe
harbor provisions of Rule 175 promulgated under the Securities Act of 1933.
Such statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Potential risks and
uncertainties include, but are not limited to: general business and economic
conditions; the financial strength of the industries which the company serves;
the competitive pricing environment within the markets which the Company
serves; labor disruptions; interruptions in the supply of raw materials and
services; a significant increase in the price of aluminum; continued
availability of credit from lenders and vendors; government regulations; and
obsolescence of the Companys products and manufacturing technologies.

18



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##### Table of Contents






Item 7a. Quantitative and Qualitative Disclosures about Market Risk

DERIVATIVE FINANCIAL INSTRUMENTS

The Company does not hold or issue derivative financial instruments for any
purposes.

INTEREST RATE EXPOSURE

Based on the Companys overall interest rate exposure as of and during the year
ended March 31, 2002 a near-term change in interest rates, based on historical
interest rate movements, would not materially affect the Companys consolidated
financial position, results of operations or cash flows.




Item 8. Financial Statements and Supplementary Data

|                              |                                                                                                              |  |  |       |  |       |  | 
|----------------------------- | ------------------------------------------------------------------------------------------------------------ |  |  | ----- |  | ----- |  | 
|                              |                                                                                                              |  |  |       |  | Pages
|                              |                                                                                                              |  |  |       |  |      
|Financial Statements:        
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                              | Report of Independent Auditors                                                                               |  |  | 20    | 
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                              | Consolidated Balance Sheets, March 31, 2002 and 2001                                                         |  |  | 21-22 | 
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                              | Consolidated Statements of Operations
for the years ended March 31, 2002, 2001 and 2000                      |  |  | 23    | 
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                              | Consolidated Statements of Changes in Shareholders
Equity for the years ended March 31, 2002, 2001 and 2000 |  |  | 24    | 
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                              | Consolidated Statements of Cash Flows
for the years ended March 31, 2002, 2001 and 2000                      |  |  | 25    | 
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                              | Notes to Consolidated Financial Statements                                                                   |  |  | 26-41 | 
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|Financial Statement Schedule:
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|II -                          | Valuation and Qualifying Accounts
for the years ended March 31, 2002, 2001 and 2000                          |  |  | 42    | 

All other schedules are omitted because they are not applicable or the
required information is presented in the financial statements or the notes
thereto.

19



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##### Table of Contents



Report of Independent Auditors

The financial statements and accompanied notes to the consolidated financial
statements of RVM Industries were unaudited for Fiscal Year Ended March 31,
2002.

20



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##### Table of Contents



RVM INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS (unaudited)

|                                                                                             |                                                  |                                                                                      |                      |           |           |           |            |            |           |            | 
|-------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------------------------------------ | -------------------- | --------- | --------- | --------- | ---------- | ---------- | --------- | ---------- | 
|                                                                                             |                                                  |                                                                                      |                      |           | March 31 
|                                                                                             |                                                  |                                                                                      |                      |           |          
|                                                                                             |                                                  |                                                                                      |                      |           | 2002      |           | 2001      
|                                                                                             |                                                  |                                                                                      |                      |           |           |           |           
|ASSETS                                                                                       |                                                  |                                                                                      |                      |           |           |           |            |           
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Current assets:                                                                              |                                                  |                                                                                      |                      |           |           |           |            |           
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Cash and cash equivalents                        |                                                                                      | $                    | 173,392   |           |           | $          | 1,108,115  |          
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Receivables:                                     |                                                                                      |                      |           |           |           |            |            |          
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             |                                                  | Trade, net of allowance for doubtful
accounts of $5,000 and $26,000 in 2002 and
2001 |                      |           | 1,040,941 |           |            |            | 1,058,590 |           
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             |                                                  | Related party                                                                        |                      |           | 0         |           |            |            | 20,836    |           
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Inventories                                      |                                                                                      |                      | 1,446,315 |           |           |            | 1,252,591  |          
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Refundable income taxes                          |                                                                                      |                      | 1,001,000 |           |           |            | 974,081    |          
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Other current assets                             |                                                                                      |                      | 24,691    |           |           |            | 11,624     |          
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Current assets of discontinued operations-Ravens |                                                                                      |                      | 0         |           |           |            | 11,115,423 |          
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Current assets of discontinued operations- Albex |                                                                                      |                      | 87,109    |           |           |            | 4,610,864  |          
|                                                                                             |                                                  |                                                                                      |                      |           |           |           |            |            |          
|                                                                                             |                                                  |                                                                                      | Total current assets |           |           | 3,773,448 |            |            |           | 20,152,124 | 
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Property plant and equipment, net                |                                                                                      |                      | 537,154   |           |           |            | 681,026    |          
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | Other assets                                     |                                                                                      |                      | 6,687     |           |           |            | 6,687      |          
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Deferred income taxes, net of valuation allowance
of $3,052,518 in 2002 and $857,986 in 2001 |                                                  |                                                                                      | 0                    |           |           |           | (13,464    | )         
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Non-current asset of discontinued operations-Ravens                                          |                                                  |                                                                                      | 1,846,239            |           |           |           | 10,837,284 |           
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Non-current assets of discontinued operations-Albex                                          |                                                  |                                                                                      | 2,870,000            |           |           |           | 12,038,946 |           
|                                                                                             |                                                  |                                                                                      |                      |           |           |           |            |            |          
|                                                                                             |                                                  |                                                                                      | Total assets         |           | $         | 9,033,528 |            |            | $         | 43,702,603 | 
|                                                                                             |                                                  |                                                                                      |                      |           |           |           |            |            |          

The accompanying notes are an integral part of the consolidated financial statements.

21



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##### Table of Contents



RVM INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS (unaudited), Continued

|                                                          |                                                                                                                                                |                                            |                   |             |            |   |           |            |            |       | 
|--------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------------- | ----------- | ---------- | - | --------- | ---------- | ---------- | ----- | 
|                                                          |                                                                                                                                                |                                            |                   |             | March 31  
|                                                          |                                                                                                                                                |                                            |                   |             |           
|                                                          |                                                                                                                                                |                                            |                   |             | 2002       |   | 2001     
|                                                          |                                                                                                                                                |                                            |                   |             |            |   |          
|LIABILITIES AND SHAREHOLDERS EQUITY                      |                                                                                                                                                |                                            |                   |             |            |   |           |           
|                                                         
|                                                         
|                                                         
|                                                         
|Current liabilities:                                      |                                                                                                                                                |                                            |                   |             |            |   |           |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Accounts payable  trade                                                                                                                       |                                            | $                 | 1,427,129   |            |   | $         | 1,595,481  |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          |                                                                                                                                                |                                            |  related parties |             |            | 0 |           |            |            | 8,432 | 
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Accrued expenses and liabilities:                                                                                                              |                                            |                   | 196,639     |            |   |           | 256,746    |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Current portion of long-term debt                                                                                                              |                                            |                   | 264,460     |            |   |           | 6,150      |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Debt in default                                                                                                                                |                                            |                   | 419,019     |            |   |           | 23,099,500 |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Current liabilities of discontinued operations-Ravens                                                                                          |                                            |                   | 2,125,205   |            |   |           | 5,654,410  |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Current liabilities of discontinued operations-Albex                                                                                           |                                            |                   | 3,261,345   |            |   |           | 4,563,446  |           
|                                                          |                                                                                                                                                |                                            |                   |             |            |   |           |            |           
|                                                          |                                                                                                                                                | Total current liabilities                  |                   |             | 7,693,797  |   |           |            | 35,184,165 |      
|                                                         
|                                                         
|                                                         
|                                                         
|Note payable  bank                                       |                                                                                                                                                |                                            | 0                 |             |            |   |           |           
|                                                         
|                                                         
|                                                         
|                                                         
|Long-term debt                                            |                                                                                                                                                |                                            | 3,502,505         |             |            |   | 431,364   |           
|                                                         
|                                                         
|                                                         
|                                                         
|Notes payable  related parties                           |                                                                                                                                                |                                            | 527,800           |             |            |   | 527,800   |           
|                                                         
|                                                         
|                                                         
|                                                         
|Deferred income taxes                                     |                                                                                                                                                |                                            |                   |             |            |   | (13,464   | )         
|                                                         
|                                                         
|                                                         
|                                                         
|Non-current liabilities of discontinued operations-Ravens |                                                                                                                                                |                                            | 0                 |             |            |   | 287,666   |           
|                                                         
|                                                         
|                                                         
|                                                         
|Non-current liabilities of discontinued operations-Albex  |                                                                                                                                                |                                            | 2,768,508         |             |            |   | 2,640,539 |           
|                                                          |                                                                                                                                                |                                            |                   |             |            |   |           |            |           
|                                                          |                                                                                                                                                | Total liabilities                          |                   |             | 14,492,610 |   |           |            | 39,058,070 |      
|                                                          |                                                                                                                                                |                                            |                   |             |            |   |           |            |           
|Shareholders equity:                                     |                                                                                                                                                |                                            |                   |             |            |   |           |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Preferred stock, $0.01 par value; authorized shares,
300,000; none outstanding                                                                 |                                            |                   | 0           |            |   |           | 0          |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Common stock, $0.01 par value; authorized shares,
3,000,000; issued and outstanding: 1,937,505 shares
at March 31, 2002, and at March 31, 2001 |                                            |                   | 19,376      |            |   |           | 19,376     |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Additional capital                                                                                                                             |                                            |                   | 5,311,336   |            |   |           | 4,786,336  |           
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Retained (deficit) earnings                                                                                                                    |                                            |                   | (10,789,794 | )          |   |           | (161,179   | )         
|                                                          |                                                                                                                                                |                                            |                   |             |            |   |           |            |           
|                                                          |                                                                                                                                                | Total shareholders (deficit) equity       |                   |             | (5,459,082 | ) |           |            | 4,644,533  |      
|                                                          |                                                                                                                                                |                                            |                   |             |            |   |           |            |           
|                                                          |                                                                                                                                                | Total liabilities and shareholders equity |                   | $           | 9,033,528  |   |           | $          | 43,702,603 |      
|                                                          |                                                                                                                                                |                                            |                   |             |            |   |           |            |           

The accompanying notes are an integral part of the consolidated financial statements.

22



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##### Table of Contents



RVM INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |            |         |           |       |  
|------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------------------- | ----------------------------------------------------------------- | ------- | ---------------------------- | --------- | ---------- | ------- | ---------- | --------- | ---------- | ------- | --------- | ----- | -
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         | For the years ended March 31
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                             
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         | 2002                         |           | 2001       |         | 2000      
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |           
|Net sales                                                                                                                             |                                                                                                                                          | $                                                     | 8,080,448                                |                                                                   |         | $                            | 9,457,015 |            |         | $          | 9,991,880 |           
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Cost of sales                                                                                                                         |                                                                                                                                          |                                                       | 7,417,606                                |                                                                   |         |                              | 8,669,134 |            |         |            | 8,717,444 |           
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           
|                                                                                                                                      |                                                                                                                                          |                                                       | Gross profit                             |                                                                   |         | 662,842                      |           |            |         | 787,881    |           |            |         | 1,274,436 |      
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Selling general and administrative expenses                                                                                           |                                                                                                                                          |                                                       | 619,534                                  |                                                                   |         |                              | 825,297   |            |         |            | 1,055,192 |           
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           
|                                                                                                                                      |                                                                                                                                          |                                                       | (Loss) income from operations            |                                                                   |         | 43,308                       |           |            |         | (37,416    | )         |            |         | 219,244   |      
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Other income (expense):                                                                                                               |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      |                                                                                                                                          | Other income                                          |                                          |                                                                   | 194,919 |                              |           |            | 40,258  |            |           |            | 0       |          
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      |                                                                                                                                          | Interest expense                                      |                                          |                                                                   | (39,783 | )                            |           |            | (99,918 | )          |           |            | (95,526 | )        
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      |                                                                                                                                          | Gain (loss) on sales of property, plant and equipment |                                          |                                                                   | (6,467  | )                            |           |            | (119    | )          |           |            | (2,443  | )        
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           
|                                                                                                                                      |                                                                                                                                          |                                                       | (Loss) income before income taxes        |                                                                   |         | 191,977                      |           |            |         | (97,195    | )         |            |         | 121,275   |      
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Provision for income taxes (benefit)                                                                                                  |                                                                                                                                          |                                                       | 0                                        |                                                                   |         |                              | 36,300    |            |         |            | 51,200    |           
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           
|                                                                                                                                      |                                                                                                                                          |                                                       | (Loss) income from continuing operations |                                                                   |         | 191,977                      |           |            |         | (133,495   | )         |            |         | 70,075    |      
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|Discontinued operations                                                                                                               |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      | (Loss) from discontinued operations of Albex, net of income
tax benefit of $1,001,000 in 2002, $1,171,200 in 2001
and $2,002,800 in 2000 |                                                       |                                          | (5,506,063                                                        | )       |                              |           | (3,320,718 | )       |            |           | (3,331,004 | )      
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|(Loss) income from discontinued operations of Ravens, net
of income tax expense of $0 in 2002 $118,200 in 2001
and $1,665,500 in 2000 |                                                                                                                                          |                                                       | (5,314,529                               | )                                                                 |         |                              | (790,313  | )          |         |            | 2,725,478 |           
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           
|                                                                                                                                      |                                                                                                                                          |                                                       | Net (loss) income                        |                                                                   | $       | (10,628,615                  | )         |            | $       | (4,244,526 | )         |            | $       | (535,451  | )    
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           
|                                                                                                                                      |                                                                                                                                          |                                                       | Per Share data:                          |                                                                   |         |                              |           |            |         |            |           |            |         |           |      
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          | Basic
and diluted earnings (loss) per share
Continuing operations |         | $                            | 0.10      |            |         | $          | (0.07     | )          |         | $         | 0.04  |  
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          | Discontinuing operations                                          |         | $                            | (5.59     | )          |         | $          | (2.21     | )          |         | $         | (0.31 | )
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                      |                                                                                                                                          | $                                                     | (5.49                                    | )                                                                 |         | $                            | (2.28     | )          |         | $          | (0.28     | )         
|                                                                                                                                      |                                                                                                                                          |                                                       |                                          |                                                                   |         |                              |           |            |         |            |           |           

The accompanying notes are an integral part of the consolidated financial statements.

23



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##### Table of Contents



RVM INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (unaudited)

for the years ended March 31, 2002, 2001, and 2000

|                          |                                   |  |           |     |        |   |            |   |           |   |           |         |          |   |             |             |   |   |            |             |  
|------------------------- | --------------------------------- |  | --------- | --- | ------ | - | ---------- | - | --------- | - | --------- | ------- | -------- | - | ----------- | ----------- | - | - | ---------- | ----------- | -
|                          |                                   |  |           |     |        |   | Common     |   |           |   |           |         | Retained |   |             |             |  
|                          |                                   |  | Common    |     | Stock  |   | Additional |   | Earnings  |   |           |         |         
|                          |                                   |  | Shares    |     | Amount |   | Capital    |   | (Deficit) |   | Total    
|                          |                                   |  |           |     |        |   |            |   |           |   |          
|Balance at March 31, 1999 |                                   |  | 1,937,005 |     |        |   | 19,371     |   |           |   | 4,784,341 |         |          |   | 4,618,798   |             |   |   | 9,422,510  |            
|                          |                                   |  |           |     |        |   |            |   |           |   |           |         |          |   |             |             |   |   |            |            
|                          | Net loss                          |  |           |     |        |   |            |   |           |   |           |         |          |   |             | (535,451    | ) |   |            | (535,451    | )
|                         
|                         
|                         
|                         
|                          | Stock options exercised           |  |           | 500 |        |   |            | 5 |           |   |           | 1,995   |          |   |             |             |   |   |            | 2,000       |  
|                          |                                   |  |           |     |        |   |            |   |           |   |           |         |          |   |             |             |   |   |            |            
|Balance at March 31, 2000 |                                   |  | 1,937,505 |     |        |   | 19,376     |   |           |   | 4,786,336 |         |          |   | 4,083,347   |             |   |   | 8,889,059  |            
|                          |                                   |  |           |     |        |   |            |   |           |   |           |         |          |   |             |             |   |   |            |            
|                          | Net loss                          |  |           |     |        |   |            |   |           |   |           |         |          |   |             | (4,244,526  | ) |   |            | (4,244,526  | )
|                          |                                   |  |           |     |        |   |            |   |           |   |           |         |          |   |             |             |   |   |            |            
|Balance at March 31, 2001 |                                   |  | 1,937,505 |     |        |   | 19,376     |   |           |   | 4,786,336 |         |          |   | (161,179    | )           |   |   | 4,644,533  |            
|                          |                                   |  |           |     |        |   |            |   |           |   |           |         |          |   |             |             |   |   |            |            
|                          | Net Loss                          |  |           |     |        |   |            |   |           |   |           |         |          |   |             | (10,628,615 | ) |   |            | (10,628,615 | )
|                         
|                         
|                         
|                         
|                          | Contributed capital related party |  |           |     |        |   |            |   |           |   |           | 525,000 |          |   |             |             |   |   |            | 525,000     |  
|                          |                                   |  |           |     |        |   |            |   |           |   |           |         |          |   |             |             |   |   |            |            
|Balance at March 31, 2002 |                                   |  | 1,937,505 |     |        | $ | 19,376     |   |           | $ | 5,311,336 |         |          | $ | (10,789,794 | )           |   | $ | (5,459,082 | )          
|                          |                                   |  |           |     |        |   |            |   |           |   |           |         |          |   |             |             |   |   |            |            

The accompanying notes are an integral part of the consolidated financial statements.

24



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##### Table of Contents



RVM INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |           |      |        | 
|---------------------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------- | --------------- | ----------------- | ----------- | ---------------------------- | ---------- | ---------- | ---------- | ---- | ---------- | ---------- | --------- | ---- | ------ | 
|                                                     |                                                                                          |                                                             |                 |                   |             | For the years ended March 31
|                                                     |                                                                                          |                                                             |                 |                   |             |                             
|                                                     |                                                                                          |                                                             |                 |                   |             | 2002                         |            | 2001       |            | 2000
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |     
|Cash flows from operating activities:                |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net income (loss)                                                                        |                                                             | $               | 191,977           |             |                              | $          | (133,495   | )          |      | $          | 70,075     |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Adjustments to reconcile net income (loss) to net
cash provided by operating activities: |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | Depreciation and amortization                               |                 |                   | 168,644     |                              |            |            | 218,775    |      |            |            | 177,992   |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | Deferred income taxes                                       |                 |                   |             |                              |            |            | 22,300     |      |            |            | (44,300   | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | Increase (decrease) in allowance for doubtful
accounts      |                 |                   | 0           |                              |            |            | 16,000     |      |            |            | 0         |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | (Gain) loss on disposition of property, plant and
equipment |                 |                   | 6,467       |                              |            |            | 119        |      |            |            | 2,443     |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Increase (decrease) in cash from changes in:                                             |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | Receivables  trade                                         |                 |                   | 16,398      |                              |            |            | (57,928    | )    |            |            | 189,487   |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          |                                                             |  related party |                   |             | 0                            |            |            |            | 685  |            |            |           | (622 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | Inventories                                                 |                 |                   | (193,725    | )                            |            |            | 448,072    |      |            |            | (382,164  | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | Other assets                                                |                 |                   | (5,522      | )                            |            |            | (23,668    | )    |            |            | (17       | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | Accounts payable  trade                                    |                 |                   | (168,351    | )                            |            |            | 572,596    |      |            |            | (270,239  | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          |                                                             |                 |  related parties |             |                              | 0          |            |            |      | (30,970    | )          |           |      | 18,747 | 
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                          | Accrued expenses and other current liabilities              |                 |                   | (46,233     | )                            |            |            | 110,459    |      |            |            | (48,547   | )   
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|                                                     |                                                                                          | Net cash provided by operating activities                   |                 |                   | (30,345     | )                            |            |            | 1,142,945  |      |            |            | (287,145  | )   
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|Cash flows from investing activities:                |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Capital expenditures                                                                     |                                                             |                 | (29,686           | )           |                              |            | (77,290    | )          |      |            | (208,723   | )        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from disposition of fixed assets                                                |                                                             |                 | 0                 |             |                              |            | 6,500      |            |      |            |            |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from sale of Ravens                                                             |                                                             |                 | 14,418,000        |             |                              |            |            |            |      |            |            |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from sale of Albex                                                              |                                                             |                 | 4,250,000         |             |                              |            |            |            |      |            |            |          
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|                                                     |                                                                                          | Net cash used in investing activities                       |                 |                   | 18,638,314  |                              |            |            | (70,790    | )    |            |            | (208,723  | )   
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|Cash flows from financing activities:                |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | (Payments on) long-term debt                                                             |                                                             |                 | (3,943,491        | )           |                              |            | (1,223,284 | )          |      |            | (1,378,680 | )        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | (Payments on) proceeds from notes payable  bank, net                                    |                                                             |                 | (19,698,516       | )           |                              |            | (4,347,294 | )          |      |            | 3,814,798  |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from (payments on) notes payable to related
parties                             |                                                             |                 |                   |             |                              |            | 909,258    |            |      |            | (226,200   | )        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from long-term debt, net of issuance costs                                      |                                                             |                 | 4,290,997         |             |                              |            | 0          |            |      |            | 1,642,841  |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Contributed capital- related party                                                       |                                                             |                 | 525,000           |             |                              |            | 0          |            |      |            |            |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from stock options exercised                                                    |                                                             |                 | 0                 |             |                              |            | 0          |            |      |            | 2,000      |          
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|                                                     |                                                                                          | Net cash (used in) provided by financing activities         |                 |                   | (18,826,010 | )                            |            |            | (4,661,320 | )    |            |            | 3,854,759 |     
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|Cash flow used in continuing operations              |                                                                                          |                                                             | (218,041        | )                 |             |                              | (3,589,165 | )          |            |      | 3,358,891  |           
|                                                    
|                                                    
|                                                    
|                                                    
|Cash flow used in discontinued operations            |                                                                                          |                                                             | (716,682        | )                 |             |                              | 3,904,158  |            |            |      | (2,894,259 | )         
|                                                    
|                                                    
|                                                    
|                                                    
|Net increase (decrease) in cash and cash equivalents |                                                                                          |                                                             | (934,723        | )                 |             |                              | 314,993    |            |            |      | 464,632    |           
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at beginning of year       |                                                                                          |                                                             | 1,108,115       |                   |             |                              | 793,122    |            |            |      | 328,490    |           
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          
|Cash and cash equivalents at end of year             |                                                                                          | $                                                           | 173,392         |                   |             | $                            | 1,108,115  |            |            | $    | 793,122    |           
|                                                     |                                                                                          |                                                             |                 |                   |             |                              |            |            |            |      |            |            |          

The accompanying notes are an integral part of the consolidated financial statements.

25



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|1. |  | Description of Business and Summary of Significant Accounting Policies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Description of Business:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | References to the Company refer to RVM and its wholly owned
subsidiaries: Ravens (as of November 14, 2001, know as Waterloo Holding
Company) Albex and SABI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | Ravens designs, manufactures, and sells aluminum truck trailers and
bodies, including dump trailers, dump bodies and flatbed trailers used in
the highway transportation industry throughout the U.S. and Canada.
Ravens also manufactures a steel dump trailer, which serves the demolition
market. These principal products are sold direct and through a nationwide
network of dealerships. Ravens currently has operating facilities in
North Carolina, Ohio, and Indiana. Ravens also sells a wide variety of
after-market parts for trucks and trailers, including parts for its own
trailers. Certain assets and certain liabilities of Ravens along with the
trade name of Ravens were sold on November 14, 2001 to the Fontaine
Trailer Corp., Inc. Ravens changed its name to Waterloo Holding Company
and controls the assets and liabilities not sold to Fontaine Trailer
Corp., Inc.                                                                                                  
|  
|   |  | Albex manufactured and sold custom and standard aluminum extruded products
to manufacturers, fabricators, and distributors in the transportation,
building and construction, consumer durables, and other markets located
mainly in the Mid-western portion of the U.S. Albex operated a production
facility located in Canton, Ohio. Albex began production of aluminum
billet in 1998 for its own use and for customers. In 2000, the aluminum
billet market suffered a dramatic drop in demand. Coupled with the
significant decrease in Ravens orders, Albex suspended production at the
Cast House in November 2000. In 2001 the markets for both aluminum billet
and extrusion continued to decrease significantly. In August 2001 the
Board of Directors approved a plan to shut down the extrusion business and
to sell the assets of both the cast house and the extrusion business. In
December 2001, the Company sold Albex extrusion machinery and equipment to
a non-related investor.
|  
|   |  | SABI manufactures and sells aluminum blank and finished traffic control
signs to fabricators, distributors, and governmental agencies located
throughout the U.S. but primarily east of the Mississippi River. Its
production facility is in Akron, Ohio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | Principles of Consolidation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All inter-company
transactions and balances have been eliminated in consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | Fiscal Year:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | The fiscal year of RVM ends on March 31. References to 2002, 2001, and
2000 are for the years ended March 31, 2002, 2001, and 2000, respectively                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

26



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|1. |  | Description of Business and
Summary of Significant Accounting Policies, (continued):                                                                                                                                                                                                                                                                                                                                                             
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Use of Estimates:                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | 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.
|  
|   |  | Cash Equivalents:                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents                                                                                                                                                                                                                                                                                                                  
|  
|   |  | Inventories:                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | Inventories are valued at the lower of cost or market. Inventories for
continuing operations in 2002 and 2001, respectively, were determined
under the first-in, first-out (FIFO) and weighted average methods of
valuation.                                                                                                                                                                                                                     
|  
|   |  | Property, Plant and Equipment:                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | Property, plant and equipment are stated at cost. Grants received from
state and local governmental units are deducted in arriving at the
carrying amount of the respective assets. Major additions and betterments
are capitalized while maintenance and repairs, which do not improve or
extend the lives of the respective assets, are expensed currently.                                                                                    
|  
|   |  | Depreciation and amortization of property, plant and equipment, including
assets under capital lease obligations, are computed using the
straight-line method based on the estimated useful lives of the assets.
Accelerated depreciation methods are used for tax purposes. The estimated
useful lives of the assets for financial statement purposes are as
follows:                                                                           

|                           |  |                  |  | 
|-------------------------- |  | ---------------- |  | 
|Buildings and improvements |  | 31.5 to 40 years
|                          
|                          
|                          
|                          
|Machinery and equipment    |  | 3 to 20 years   
|                          
|                          
|                          
|                          
|Office equipment           |  | 5 to 10 years   
|                          
|                          
|                          
|                          
|Vehicles                   |  | 3 to 5 years    



| |  | The carrying value of property, plant and equipment is evaluated if
circumstances indicate a possible impairment in value. If undiscounted
cash flows over the remaining depreciation period indicate the property,
plant and impairment may not be recoverable; the carrying value will be
reduced by the estimated shortfall of the cash flows on a discounted
basis.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|1. |  | Description of Business and Summary of Significant Accounting Policies, (continued):                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Debt Discount and Expense:                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | Debt discount and expense are amortized on a straight-line basis, which
does not differ materially from the interest method, by charges to expense
over periods from date of issue to date of maturity.                                                                                                                                                                                                                                                                                              
|  
|   |  | Product Warranty Costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | Anticipated costs related to product warranty are expensed when the
products are sold.                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | Revenue Recognition:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | The Company recognizes revenue and related cost of sales for goods and
services when goods are shipped and services are rendered to customers.                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | Shipping and Handling:                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | Shipping and handling costs are reflected in costs of sales.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | Advertising Costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | Costs incurred for producing and communicating advertising are expensed
when incurred.                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | Advertising costs for continuing operating included in selling, general
and administrative expense were $1,641, $3,823, $6,626 in 2002, 2001, and
2000, respectively.                                                                                                                                                                                                                                                                                                                                
|  
|   |  | Income Taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | The Company provides for income taxes based upon earnings reported for
financial statement purposes. Deferred tax assets and liabilities are
established for temporary differences between financial statement and tax
accounting bases using currently enacted tax rates in effect for the years
in which the differences are expected to reverse. A valuation allowance
is established for any deferred tax asset for which realization is not
likely.                                             
|  
|   |  | Earnings Per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |  | Basic earnings per share is based on net income divided by the weighted
average number of common shares outstanding. Diluted earnings per share
reflect the potential dilution that could occur if all options or
contracts to issue common stock were exercised or converted. Weighted
average number of common shares outstanding was 1,937,505, 1,937,505 and
1,937,498 in 2002, 2001, and 2000, respectively. Basic earnings per share
for the Company is the same as diluted earnings per share.

28



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|1. |  | Description of Business and Summary of Significant Accounting Policies, (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Recent Accounting Pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS 141 requires that the purchase method be used for all business
combinations initiated after June 30, 2001. SFAS 142 requires that
goodwill no longer be amortized to earnings, but instead be reviewed for
impairment. The amortization of goodwill ceases upon adoption of SFAS
142, which for the Company will be April 1, 2002. The Company does not
anticipate that the adoption of the new statement will have a significant
effect on earnings or the financial position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 144 Accounting for
the Impairment or Disposal of Long-Lived Assets. SFAS 144 is effective
for fiscal year beginning after December 15, 2001 or fiscal year beginning
April 1, 2002 for the Company. SFAS 144 addresses financial accounting
and reporting for the impairment of long-lived assets and for long-lived
assets to be disposed of. The Company is currently evaluating the impact
of SFAS 144.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | On April 1, 2001, the Company adopted Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended (SFAS 133).
SFAS 133, requires the Company to recognize all derivative financial
instruments on the balance sheet at fair value. The Company does not
utilize derivative financial instruments; therefore, there was no impact
upon adoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|2. |  | Going Concern of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | The accompanying unaudited consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. As of March 31, 2001 and through March 31, 2002, the Company
was in violation of certain of its covenants related to FirstMerit Bank,
N.A. (FirstMerit). The default rendered this debt callable and as a
result, the debt was classified as a current liability on the balance
sheet at March 31, 2001. The loan agreements with FirstMerit bank were
restructured during the year. The Company made significant payments on the
notes through the sale of Ravens and the Albex extrusion machinery and
equipment. In addition on March 31,2001 and until Ravens was sold, the
Company was in default of other long-term debt of $2,150,000 resulting
from the default on the FirstMerit letter of credit. The default of other
long-term debt of $2,150,000 renders the debt callable and as a result,
the debt has been classified as a current liability on the balance sheet
at March 31, 2001. The Company is in default as of March 31, 2002, on
payment of interest and principle of debentures in the amount of $419,018.
The Company restructured the debt with FirstMerit on April 5, 2002 and Mr.
Jacob Pollock guaranteed $3,200,000 of the debt. The Company has
liabilities in excess of assets and this raises substantial doubt as to
the Companys ability to continue as a going concern for a reasonable
period of time.
|  
|3. |  | Discontinued Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | In August 2001, the Companys Board of Directors approved a plan to
shutdown Albex. Accordingly, the results of operations for Albex have
been presented as a discontinued operation in the accompanying unaudited
consolidated financial statements for all periods presented. The
estimated loss on disposal of discontinued operations of Albex has been determined based on managements
estimated loss related to the write-down of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

29



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





| |  | impaired property, plant, and
equipment and estimated losses from operations during the phase-out
period. For the twelve months ended March 31, 2002 the loss amounted to
$3,496,926.                                                                                                                                           
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | On December 19, 2001, the Company sold Albex extrusion building, machinery
and equipment to a non-related investor. The cash received from that sale
was used to pay down secured debt. The Company signed a letter of intent
in November 2001 with a non-related purchaser to sell the cast house land,
building and equipment.
|
| |  | The loss from operations for Albex for each period are presented below:                                                                                                                                                                                                                                                         

|                                                                    |  |      |            |      |  |      |            |   |  |   |            | 
|------------------------------------------------------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  | - | ---------- | 
|                                                                    |  | 2002 |            | 2001 |  | 2000
|                                                                    |  |      |            |      |  |     
|Net sales                                                           |  | $    | 13,403,846 |      |  | $    | 17,425,597 |   |  | $ | 24,785,266 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Operating loss                                                      |  |      | 2,120,845  |      |  |      | 2,647,127  |   |  |   | 1,113,283  | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Loss on Impaired
Machinery and
Equipment                            |  |      | 0          |      |  |      | (324,499   | ) |  |   | 2,573,016  | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Interest expense                                                    |  |      | 889,292    |      |  |      | 1,962,009  |   |  |   | 1,532,903  | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other (Income) Loss                                                 |  |      | (1,471,060 | )    |  |      | 194,933    |   |  |   | 113,331    | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Income Tax Benefit                                                  |  |      | 1,001,000  |      |  |      | 1,158,852  |   |  |   | 2,001,529  | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Estimated (gain)
loss on disposal
of property,
plant, and
equipment |  |      | 4,967,986  |      |  |      |            |   |  |   |            | 
|                                                                    |  |      |            |      |  |      |            |   |  |   |            | 
|Net loss (gain)                                                     |  | $    | 5,506,063  |      |  | $    | 3,320,718  |   |  | $ | 3,331,304  | 
|                                                                    |  |      |            |      |  |      |            |   |  |   |            | 



| |  | Albex loss on impaired machinery and equipment in 2000 resulted form the
estimated loss on the write down of cast house electric furnaces and
associated equipment and facilities. In 2001Albex sold equipment at more
than the estimated realizable value used in calculating the loss in 2000.                                                                                                                                                                                                                                                                                  
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Albex settled in 2002 an accounts payable of $1,996,059 with an unrelated
supplier for $525,000. Mr. Jacob Pollock had guaranteed the payment of
the payable to the supplier and as part of the settlement made the
$525,000 payment for Albex. Albex included Mr. Pollocks payment as
contributed capital.                                                                                                                                                                                                                                                                      
|
| |  | Albex loss on disposal of property plant and equipment results from the
sale of the extrusion machinery and equipment of $1,175,057 and the
estimated lost on the disposal of the remaining assets of Albex including
operating expenses of $3,792,929.                                                                                                                                                                                                                                                                                                                           
|
| |  | On November 14, 2001, the Company sold the operating assets and
liabilities of Ravens. Accordingly, the results of operations for Ravens
have been presented as a discontinued operation in the accompanying
unaudited consolidated financial statements for all periods presented.
The estimated loss of disposal of
discontinued operations of Ravens has been determined on the loss on the
sale of Ravens operations, severance costs, and other costs incurred to
sell the operations of Ravens. For the twelve months ended March 31, 2002
the loss amounted to $2,480,763.

30



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





| |  | The loss (profit) from operations for Ravens for each period are
presented below:
| |  | ----------------------------------------------------------------------------------

|                             |  |      |            |      |  |      |            |   |  |   |            |  
|---------------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  | - | ---------- | -
|                             |  | 2002 |            | 2001 |  | 2000
|                             |  |      |            |      |  |     
|Net sales                    |  | $    | 13,403,826 |      |  | $    | 34,986,971 |   |  | $ | 57,209,348 |  
|                            
|                            
|                            
|                            
|Operating loss (income)      |  |      | 2,726,314  |      |  |      | 217,159    |   |  |   | (4,775,309 | )
|                            
|                            
|                            
|                            
|Interest expense             |  |      | 146,542    |      |  |      | 464,938    |   |  |   | 460,234    |  
|                            
|                            
|                            
|                            
|Other (income) expense       |  |      | (39,090    | )    |  |      | (9,984     | ) |  |   | (75,903    | )
|                            
|                            
|                            
|                            
|Income tax benefit (expense) |  |      | 0          |      |  |      | (118,200   | ) |  |   | (1,665,500 | )
|                            
|                            
|                            
|                            
|Estimated loss on disposal   |  |      | 2,480,763  |      |  |      |           |   |  |   | 0          |  
|                             |  |      |            |      |  |      |            |   |  |   |            |  
|Net loss (income)            |  | $    | 5,314,529  |      |  | $    | 790,313    |   |  | $ | (2,836,478 | )
|                             |  |      |            |      |  |      |            |   |  |   |            |  



| |  | The current and non-current assets and liabilities of Albex have been
classified appropriately on the unaudited consolidated balance sheet at
March 31, 2002 based on the timing and the amount of anticipated net
proceeds related to the sale of the assets of Albex.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|3. |  | Acquisitions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | On March 31, 1997, RVM purchased all the issued and outstanding shares of
capital stock of Albex and SABI from Jacob Pollock, the owner of all of the
shares of Albex and SABI and an officer, director, and the majority
shareholder (holding 87.16% of the outstanding common stock as of March 31,
1997) of RVM. This was a business combination by entities under the common
control of Jacob Pollock. The financial statements of prior years were
restated to reflect the combination on an as if pooling of interests
basis. The undistributed net loss of the S-corporations was reclassified
from accumulated deficit to additional capital. All significant
intercompany accounts and transactions have been eliminated.                                                                                                  
|  
|   |  | The purchase price of the Albex and SABI shares was to be equal to seven
times the average earnings of Albex and SABI, computed for each company,
before interest, taxes plus depreciation and amortization and less capital
expenditures for the fiscal years ending March 31, 1999 and March 31, 2000,
less all interest bearing debt, all determined in accordance with generally
accepted accounting principles (Albex and SABI Purchase Prices). On March
30, 2000, the parties agreed to amend the purchase agreement to change the
calculation of the purchase price from each company separately to the
combined average earnings of both companies as originally defined. Due to
the loss at Albex exceeding the earnings at SABI, RVM is not required to pay
a dividend to Jacob Pollock for the purchase of Albex and SABI.
|  
|   |  | On April 8, 1999, RVM acquired the assets and inventory of a steel trailer
manufacturing plant in Knox, Indiana, for approximately $1.2 million, which
was recorded using the purchase method of accounting. The plant produces a
steel trailer product line that enhances the current product line and is
sold through the Ravens distribution network.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|4. |  | Inventories:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|         |                 |      |           |         |  |   |           |         | 
|-------- | --------------- | ---- | --------- | ------- |  | - | --------- | ------- | 
|March 31 |                 | 2002 |           | 2001   
|         |                 |      |           |         | 
|         | Raw materials   |      | $         | 842,474 |  |   | $         | 704,427 | 
|        
|        
|        
|        
|         | Work in process |      |           | 0       |  |   |           | 0       | 
|        
|        
|        
|        
|         | Finished goods  |      |           | 603,841 |  |   |           | 548,164 | 
|         |                 |      |           |         |  |   |           |        
|         |                 | $    | 1,446,315 |         |  | $ | 1,252,591 |        
|         |                 |      |           |         |  |   |           |        

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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|5. |  | Property, Plant and Equipment:
|-- |  | ------------------------------

|         |                                                 |      |           |           |  |   |            |            | 
|-------- | ----------------------------------------------- | ---- | --------- | --------- |  | - | ---------- | ---------- | 
|March 31 |                                                 | 2002 |           | 2001     
|         |                                                 |      |           |           | 
|         | Buildings and improvements                      |      | $         | 362,508   |  |   | $          | 362,508    | 
|        
|        
|        
|        
|         | Machinery and equipment                         |      |           | 1,921,006 |  |   |            | 1,908,701  | 
|        
|        
|        
|        
|         | Office equipment                                |      |           | 218,514   |  |   |            | 210,360    | 
|         |                                                 |      |           |           |  |   |            |           
|         |                                                 |      | 2,502,029 |           |  |   | 2,484,569  |           
|        
|        
|        
|        
|         | Less accumulation depreciation and amortization |      |           | 1,964,875 |  |   |            | 1,800,543  | 
|         |                                                 |      |           |           |  |   |            |           
|         |                                                 |      | 537,154   |           |  |   | 681,026    |           
|         |                                                 |      |           |           |  |   |            |           
|         | Land Building Machinery and Equipment Albex     |      |           | 2,870,000 |  |   |            | 12,001,333 | 
|        
|        
|        
|        
|         | Land Building Machinery and Equipment Ravens    |      |           | 0         |  |   |            | 10,639,542 | 
|         |                                                 |      |           |           |  |   |            |           
|         |                                                 | $    | 3,407,154 |           |  | $ | 23,321,901 |           
|         |                                                 |      |           |           |  |   |            |           

33



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|6. |  | Long-Term Debts and Long Term Debt in Default:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | On April 5, 2002 FirstMerit amended the Companys revolving note agreement.
The amended note agreement extends the maturity of the revolving note from
March 31, 2002 to March 31, 2003 and decrease the interest from FirstMerits
prime rate plus .75% to FirstMerits prime rate plus .50%. The maximum
amount of the loan is $350,0000.The Company owed $209,257 under this
agreement at March 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | The Company paid off all other loans to FirstMerit and entered into a new
agreement on April 5, 2002 that replaced those loans with a single loan for
$3,540,977. Interest on the loan is fixed at 6.0%, interest only payments
due until October 2002, and monthly interest and principal payments made on
a twenty-year amortization schedule. The note matures with all remaining
principal due on March 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | The Company entered into a short-term draw down note with FirstMerit for
$450,000, interest rate is fixed at 7.0% with all interest and principle due
on September 30, 2002. The Company did not borrow on this note at March 31,
2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | Jacob Pollock provided a $3,200,000 personal guarantee on the above loan
agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | On October 3, 2001, FirstMerit bank amended the Companys revolving note
agreement. The amended agreement extends the maturity of the revolving note
from August 31, 2001 to March 31, 2002, increases the interest rate from
FirstMerits prime rate to FirstMerits prime rate plus .75%, and amends the
maximum outstanding balance of revolving loans to $11.0 million; however,
when the Company sells the operations of Ravens, the maximum revolving loans
available shall not exceed $9.0 million. On October 3, 2001, FirstMerit
bank amended the Companys fixed asset term note agreement. The amended
agreement reduces the maturity from September 30, 2006 to March 31, 2002 and
increases the interest rate from FirstMerits prime rate to 7.75%. Monthly
payments will be made to FirstMerit calculated on a fifteen-year
amortization at 7.75%. On July 3, 2001, the Company entered into a $750,000
short-term note with FirstMerit bank. Interest is 9.0% and the note matured
on August 2, 2001. On October 3, 2001, FirstMerit bank amended the
Companys short-term note agreement. The amended agreement extends the
maturity from August 2, 2001 to March 31, 2002.
|  
|   |  | The amendment on October 3, 2001 also established new guarantees and
mortgages, documented FirstMerits consent to the sale of Ravens and SABI
and the liquidation of Albex, and established new covenants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | On September 30, 1999, the Company amended its line of credit agreement
with FirstMerit Bank, N.A. (FM). The agreement provides for borrowings up
to $20,000,000 based on eligible accounts receivable and inventories
expiring on August 31, 2001. Interest is at FMs prime rate (7.25% at March
31, 2001) minus -1/4%. The agreement is collateralized by accounts
receivable, inventory, equipment, cash, intangibles and certain real estate.
There are covenants relating to the payment of dividends, acquiring
treasury stock, the creation of additional indebtedness, minimum tangible
net worth, and cash flow coverage. The Company was not in compliance with
the cash flow coverage for year ending March 31, 2001 and the minimum net
worth covenant for the year ended March 31, 2001. The Company is in default
of the loans and FM has not recalled the note (See Note 2). The Company
could have borrowed approximately $927,856 more than the amount owed FM at
March 31, 2001. The Company owed $14,039,750 under this agreement at March
31, 2001.                                                                                                                    

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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





| |  | On September 30, 1997, the Company and FM entered into a $5,000,000
fixed asset term loan agreement for the financing of certain existing and to
be acquired fixed assets. Interest is at FMs prime rate. Repayment terms
are interest only for two years and principal plus interest for seven years.
The Company owed $3,988,075 under this agreement at March 31, 2001. This
note is also in default because the Company is not in compliance with two of
the loans covenants.                                                                                           
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Jacob Pollock provided a $2,500,000 personal guarantee on the above
loan agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | On April 8, 1999, the Company entered into a long-term note with FM for
$1,100,000, which was amended on September 30, 1999 to increase the note to
$1,614,200. The funds were used by Ravens to purchase the Knox facility
assets and to purchase additional capital equipment. The note is payable in
a monthly installment through September 30, 2004 plus interest at the
lenders prime rate. The Company owed $1,129,948 under this agreement on
March 31, 2001. This note is also in default because the Company is not in
compliance with two of the loans covenants.
|
| |  | As a result of the FM debt being in default, a letter of credit from FM and
other long-term debt amounting to $3,941,727 was in default as of March 31,
2001. This debt has been classified as a current liability on the balance
sheet (see Note 7 to the Consolidated Financial Statements).                                                                                                                                                                                                                                                                                

35



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|7. |  | Financing Obligations:
|-- |  | ----------------------

|         |                                                                                     |      |           |           |  |   |            |            | 
|-------- | ----------------------------------------------------------------------------------- | ---- | --------- | --------- |  | - | ---------- | ---------- | 
|March 31 |                                                                                     | 2002 |           | 2001     
|         |                                                                                     |      |           |           | 
|         | Line of credit agreement (see Note 6)                                               |      | $         | 209,257   |  |   | $          | 14,039,750 | 
|        
|        
|        
|        
|         | City of Kent, Ohio (a)                                                              |      |           | 0         |  |   |            | 2,650,000  | 
|        
|        
|        
|        
|         | Department of Development of the State of Ohio (b)                                  |      |           | 0         |  |   |            | 726,727    | 
|        
|        
|        
|        
|         | State of Ohio Economic Development Revenue Bonds (c)                                |      |           | 0         |  |   |            | 565,000    | 
|        
|        
|        
|        
|         | Fixed asset term loan agreement (see Note 6)                                        |      |           | 3,540,977 |  |   |            | 3,988,075  | 
|        
|        
|        
|        
|         | 7% subordinated debentures, payable in 2004, net of
unamortized discount of $30,301 |      |           | 419,019   |  |   |            | 414,633    | 
|        
|        
|        
|        
|         | Knox Acquisition Note Payable (see Note 6)                                          |      |           | 0         |  |   |            | 1,129,948  | 
|        
|        
|        
|        
|         | Other                                                                               |      |           | 16,731    |  |   |            | 22,881     | 
|         |                                                                                     |      |           |           |  |   |            |           
|         |                                                                                     |      | 4,185,984 |           |  |   | 23,537,014 |           
|        
|        
|        
|        
|         | Debt in default                                                                     |      |           | 419,019   |  |   |            | 23,099,500 | 
|         |                                                                                     |      |           |           |  |   |            |           
|         |                                                                                     |      | 3,766,965 |           |  |   | 437,514    |           
|        
|        
|        
|        
|         | Less current portion                                                                |      |           | 264,460   |  |   |            | 6,150      | 
|         |                                                                                     |      |           |           |  |   |            |           
|         |                                                                                     | $    | 3,502,505 |           |  | $ | 431,364    |           
|         |                                                                                     |      |           |           |  |   |            |           



| | (a) |  | City of Kent, Ohio Variable Rate Demand Industrial Development
Revenue Bonds due in annual principal payments of $500,000 in 2002
through 2005, $150,000 in 2006 through 2008, and $100,000 in 2009 and
2010. Interest is payable monthly and the rate varies weekly (3.8% at
March 31, 2001). Payment to bondholders is guaranteed by a letter of
credit in an amount equal to outstanding principal plus specified
interest ($2,702,274 at March 31, 2001) expiring December 15, 2001,
issued by FirstMerit Bank, N.A. at a rate of 1% per annum and
collateralized by all equipment owned by Ravens and by the real estate
at the Kent facility and cross-collateralized with the lines of credit
described in Note 6. Proceeds from the loan agreement are held by a
trustee and released to Ravens for approved capital expenditures at the
Kent facility. This debt was in default due to the acceleration of
payment required by the FirstMerit debt obligation.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

36



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|7. |  | Financing Obligations (Continued):
|-- |  | ----------------------------------



| | (b) |  | Chapter 166 Direct Loan payable to the Department of Development of
the State of Ohio, due in monthly installments of $35,566 including
interest at 3.0%. The loan matures December 2002 and is collateralized
by substantially all machinery and equipment of Albex, the corporate
guarantees of Ravens and SABI, and the personal guarantees of Jacob
Pollock, Richard D. Pollock and Gertrude Pollock, the wife of Jacob
Pollock. This debt is in default due to the acceleration of payment
required by the FirstMerit debt obligations.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | State of Ohio Economic Development Revenue Bonds are subject to a
mandatory semiannual redemption schedule, which requires monthly escrow
payments of approximately $33,000 including interest at 5.6%. The
bonds mature June 1, 2002, and are collateralized by substantially all
machinery and equipment of Albex, the corporate guarantees of Ravens
and SABI, and the personal guarantees of Jacob Pollock, Richard D.
Pollock and Gertrude Pollock.                                                                                    
|
| |     |  | The Chapter 166 Direct Loan and the State of Ohio Economic Development
Revenue Bonds contain covenants which limit Albex in certain areas
including, among others, total long-term debt to tangible net worth,
minimum tangible net worth and dividend payments. RVMs financial
statements in place of Albexs for the purpose of the financial covenant
calculations.                                                                                                                                                                     



| |  | Maturities for long-term debt are:
| |  | ----------------------------------

|     |  |             |           |                |  |       |           |  |  |   |           | 
|---- |  | ----------- | --------- | -------------- |  | ----- | --------- |  |  | - | --------- | 
|     |  | Debt Listed |           | Albex and      |  |       |           | 
|     |  | Above       |           | SABI Notes (1) |  | Total
|     |  |             |           |                |  |      
|2003 |  |             | 683,479   |                |  |       | 4,014,364 |  |  |   | 4,697,843 | 
|    
|    
|    
|    
|2004 |  |             | 107,854   |                |  |       |           |  |  |   | 107,854   | 
|    
|    
|    
|    
|2005 |  |             | 112,410   |                |  |       |           |  |  |   | 112,410   | 
|    
|    
|    
|    
|2006 |  |             | 114,636   |                |  |       |           |  |  |   | 114,636   | 
|    
|    
|    
|    
|2007 |  |             | 2,484,126 |                |  |       |           |  |  |   | 2,484,126 | 
|     |  |             |           |                |  |       |           |  |  |   |           | 
|     |  | $           | 3,502,505 |                |  | $     | 4,014,364 |  |  | $ | 7,516,869 | 
|     |  |             |           |                |  |       |           |  |  |   |           | 

|(1) |  | See Note 12.
|--- |  | ------------

37



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|8. |  | Commitments and Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company, Ravens, Waterloo Holding and Mr. Jacob Pollock have been named
in fraudulent suppression complaint made by Fontaine Trailer Company Inc.
The complaint involves warranty issues and the amount of warranty reserve
transferred to Fontaine as part of the purchase price of Ravens. The
Company believes that the reserve was adequate to fund all warranty claims
in the future for units sold by Ravens prior to the sale of the company.                                                                                                                                                                                    
|  
|   |  | At March 31, 2001 Ravens was contingently liable as guarantor on certain
sales contracts of customers in the amount of approximately $406,000. which
are collateralized by the units sold. No reserve for losses has been
provided because Ravens has incurred an insignificant amount of losses
related to guarantee sales contracts, which generally have maturities less
than five years. Ravens guarantees 10-20% of the outstanding balance owed to
the finance company by the customers. Ravens recognizes revenue at the time
the trailers are sold.                                                                                 
|  
|   |  | The Company, Albex and are defendants in a wrongful death and employer
intentional tort claim. In cases like this where there are many underlying
facts that are disputed it is difficult to predict a favorable or
unfavorable outcome. If the plaintiff prevails against the Company,
liability is significant, as the jury will have broad discretion to fix the
amount of damages it awards for both compensatory and punitive damages. The
Company believes in the strength of its defense and intends to assert them
if a trial is necessary. The Company also believes any settlement is within
the limits of its insurance policies.
|  
|   |  | Albex has been named in a number of unsecured creditors claims for amounts
due. The sale of all of the assets of Albex will be used to pay down the
debt to the secured creditors. The Company had notified all of Albexs
unsecured creditors that payment was not probable.                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | Albex has been named in a foreclosure proceeding relating to the mortgage on
the land and buildings. Albex will surrender the land and buildings to the
mortgage holder when the proceeding is completed. The mortgage holder is a
company controlled by Mr. Jacob Pollock. The mortgage on the land and
building is $3,486,564 and the appraisal for the land and buildings as of
May 3, 2001 was $1,820,000.                                                                                                                                                                                                                              

38



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|   |  | The Company is also involved in other claims and litigation arising in the
ordinary course of business. Management believes that the outcome of such
claims will not have a material adverse effect on the Companys financial
position and results of operations and cash flows.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|9. |  | Income Taxes:                                                                                                                                                                                                                                                                    
|  
|   |  | The provision (benefit) for income taxes consists of the following:                                                                                                                                                                                                              

|         |         |   |           |           |      |   |            |            |   |   |          |         |  
|-------- | ------- | - | --------- | --------- | ---- | - | ---------- | ---------- | - | - | -------- | ------- | -
|         |         |   | 2002      |           | 2001 |   | 2000      
|         |         |   |           |           |      |   |           
|Current: |         |   |           |           |      |   |            |            |   |   |          |        
|        
|        
|        
|        
|         | Federal |   | $         | 1,001,000 |      |   | $          | (1,020,252 | ) |   | $        | 617,071 |  
|        
|        
|        
|        
|         | State   |   |           | 0         |      |   |            |            |   |   |          | (24,000 | )
|         |         |   |           |           |      |   |            |            |   |   |          |        
|         |         |   |           |           |      |   | (1,020,252 | )          |   |   | 593,071  |        
|        
|        
|        
|        
|Deferred |         |   | 0         |           |      |   | 15,900     |            |   |   | (877,900 | )      
|         |         |   |           |           |      |   |            |            |   |   |          |        
|         |         | $ | 1,001,000 |           |      | $ | (1,004,352 | )          |   | $ | (284,829 | )      
|         |         |   |           |           |      |   |            |            |   |   |          |        

39



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|9. |  | Income Taxes,Continued:                                                                      
|-- |  | ---------------------------------------------------------------------------------------------
|  
|   |  | The sources of temporary differences, which make up the deferred tax
balances are as follows:

|                                 |                                                                   |                                |            |           |           |   |          |            |            |  
|-------------------------------- | ----------------------------------------------------------------- | ------------------------------ | ---------- | --------- | --------- | - | -------- | ---------- | ---------- | -
|March 31                         |                                                                   | 2002                           |            | 2001     
|                                 |                                                                   |                                |            |           |           |  
|Deferred income tax assets:      |                                                                   |                                |            |           |           |   |          |           
|                                
|                                
|                                
|                                
|                                 | Warranty accruals                                                 |                                | $          | 0         |           |   | $        | 301,500    |           
|                                
|                                
|                                
|                                
|                                 | Vacation                                                          |                                |            | 0         |           |   |          | 62,400     |           
|                                
|                                
|                                
|                                
|                                 | Deferred interest and amortization of
premium or discount on debt |                                |            | 216,065   |           |   |          | 271,300    |           
|                                
|                                
|                                
|                                
|                                 | Allowance for doubtful accounts                                   |                                |            | 1,850     |           |   |          | 42,600     |           
|                                
|                                
|                                
|                                
|                                 | Inventory                                                         |                                |            | 9,250     |           |   |          | 175,000    |           
|                                
|                                
|                                
|                                
|                                 | NOL carry forward                                                 |                                |            | 1,935,196 |           |   |          | 1,936,600  |           
|                                
|                                
|                                
|                                
|                                 | Other non-deductible accruals                                     |                                |            | 1,850     |           |   |          | 134,200    |           
|                                
|                                
|                                
|                                
|                                 | Shutdown and Asset loss reserve                                   |                                |            | 1,662,421 |           |   |          |            |           
|                                 |                                                                   |                                |            |           |           |   |          |           
|                                 |                                                                   | Total deferred tax assets      |            |           | 3,826,632 |   |          |            | 2,923,600  |  
|                                 |                                                                   |                                |            |           |           |   |          |           
|Deferred tax liabilities:        |                                                                   |                                |            |           |           |   |          |           
|                                
|                                
|                                
|                                
|                                 | Depreciable property                                              |                                |            | 774,115   |           |   |          | (2,026,900 | )         
|                                
|                                
|                                
|                                
|                                 | Pension                                                           |                                |            | 0         |           |   |          | (15,200    | )         
|                                
|                                
|                                
|                                
|                                 | Other                                                             |                                |            | 0         |           |   |          | (23,500    | )         
|                                 |                                                                   |                                |            |           |           |   |          |           
|                                 |                                                                   | Total deferred tax liabilities |            |           | 774,115   |   |          |            | (2,065,600 | )
|                                 |                                                                   |                                |            |           |           |   |          |           
|Net deferred tax asset           |                                                                   |                                | 3,052,517  |           |           |   | 858,000  |           
|                                
|                                
|                                
|                                
|Deferred tax valuation allowance |                                                                   |                                | (3,052,517 | )         |           |   | (858,000 | )         
|                                 |                                                                   |                                |            |           |           |   |          |           
|Net deferred income taxes        |                                                                   | $                              | 0          |           |           | $ | 0        |           
|                                 |                                                                   |                                |            |           |           |   |          |           



| |  | At March 31, 2002 and 2001, the Company had available net operating loss
carry forwards of approximately $8,985,964 and $5,696,000 respectively for
federal income tax purposes, which are subject to limitations based on the
Companies ability to generate future taxable income. These loss carry
forwards expire in years through 2022.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | As there is not assurance of future income, a 100% valuation allowance in
both 2002 and 2001 has been established against the Companys net deferred
tax assets. The Company will continue to evaluate the necessity for such
valuation allowance in the future.                                                                            

40



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RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|9. |  | Income Taxes,Continued:                                                                 
|-- |  | ----------------------------------------------------------------------------------------
|  
|   |  | A reconciliation of the federal statutory income tax rate to the effective
rate follows:

|                              |                                                             |   |            |           |         |  |        |     |         |   |            |         |         |  |       |      |   |   |          |         |   |  |       |      |  
|----------------------------- | ----------------------------------------------------------- | - | ---------- | --------- | ------- |  | ------ | --- | ------- | - | ---------- | ------- | ------- |  | ----- | ---- | - | - | -------- | ------- | - |  | ----- | ---- | -
|                              |                                                             |   | 2002       |           | 2001    |  | 2000  
|                              |                                                             |   |            |           |         |  |       
|                              |                                                             |   | Amount     |           | Percent |  | Amount |     | Percent |   | Amount     |         | Percent
|                              |                                                             |   |            |           |         |  |        |     |         |   |            |         |        
|Statutory amount and rate     |                                                             | $ | (3,613,719 | )         |         |  | (34.0  | %)  |         | $ | (1,784,600 | )       |         |  | (34.0 | )    |   | $ | (278,895 | )       |   |  | (34.0 | )   
|                             
|                             
|                             
|                             
|Effect of:                    |                                                             |   |            |           |         |  |        |     |         |   |            |         |         |  |       |      |   |   |          |         |   |  |       |     
|                             
|                             
|                             
|                             
|                              | State taxes (net of
utilization of tax loss
carry forwards) |   |            | 1,001,000 |         |  |        | 9.4 |         |   |            | (95,900 | )       |  |       | (1.8 | ) |   |          | (15,800 | ) |  |       | (1.9 | )
|                             
|                             
|                             
|                             
|Change in valuation allowance |                                                             |   | 2,612,719  |           |         |  | 24.6   |     |         |   | 858,000    |         |         |  | 16.3  |      |   |   |          |         |   |  |       |     
|                             
|                             
|                             
|                             
|Non-deductible expenses       |                                                             |   | 0          |           |         |  |        |     |         |   | 21,500     |         |         |  | .4    |      |   |   | 14,100   |         |   |  | 1.7   |     
|                             
|                             
|                             
|                             
|Other                         |                                                             |   | 0          |           |         |  |        |     |         |   | (3,352     | )       |         |  | 0.0   |      |   |   | (4,234   | )       |   |  | (0.5  | )   
|                              |                                                             |   |            |           |         |  |        |     |         |   |            |         |         |  |       |      |   |   |          |         |   |  |       |     
|                              |                                                             | $ | 0          |           |         |  |        |     |         | $ | (1,004,352 | )       |         |  | (19.1 | %)   |   | $ | (284,829 | )       |   |  | (34.7 | )%  
|                              |                                                             |   |            |           |         |  |        |     |         |   |            |         |         |  |       |      |   |   |          |         |   |  |       |     



|10. |  | Retirement Plans:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | RVM has defined contribution plans covering salaried and non-union hourly
employees of the Company. The purpose of the plans is to provide financial
security during retirement by providing employees with an incentive to make
regular savings. Contributions of participating employees are matched on
the basis of the percentages specified in the respective plans. The cost of
such employer contributions was $39,950, $133,071, $181,557 for 2002, 2001
and 2000, respectively. This plan was cancelled December 31,2001.                                                      
|   
|    |  | SABI participates in the GMP and Employers Pension Fund, a multi-employer
defined benefit pension plan that covers all of its hourly bargaining unit
employees. Pension expense under this plan amounted to $15,978, $20,280,
and $18,733, in 2002, 2001 and 2000 respectively. These contributions are
determined in accordance with the provisions of a negotiated labor contract
and generally are based on the amount of wages earned. Information as to
SABIs portion of the accumulated plan benefits, plan net assets and
unfunded vested benefits, if any, is not determinable.
|   
|    |  | Ravens has a defined benefit pension plan covering approximately 24 hourly
employees at its service facility in Dover, Ohio. The plan provides
benefits of specified amounts for each year of service. Plan assets at fair
value exceeded the projected benefit obligation at March 31, 2002 and 2001.
The plan was terminated at November 14, 2001 when Ravens was sold. The
company is evaluating the options to fund the pension plan in the future.                                                                                                                                 

41



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##### Table of Contents



RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|11. |  | Lease Commitments:                                                                                                                                                                                                                                                                                                                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Company leases certain of its office and manufacturing facilities with
various leasing arrangements. The future minimum lease payments from
continuing operations, by year and in the aggregate, under noncancelable
operating leases with initial or remaining noncancelable lease terms in
excess of one year, consisted of the following at March 31, 2002:

|                       |  |                  |         | 
|---------------------- |  | ---------------- | ------- | 
|                       |  | Noncancelable   
|                       |  | Operating Leases
|                       |  |                 
|2003                   |  |                  | 174,200 | 
|                      
|                      
|                      
|                      
|2004                   |  |                  | 34,500  | 
|                      
|                      
|                      
|                      
|2005                   |  |                  | 3,643   | 
|                      
|                      
|                      
|                      
|2006                   |  |                  | 0       | 
|                      
|                      
|                      
|                      
|Thereafter             |  |                  | 0       | 
|                       |  |                  |         | 
|Total minimum payments |  | $                | 212,343 | 
|                       |  |                  |         | 



|    |  | Rent expense was approximately $202,000 per year for continuing operations
in 2002, 2001 and 2000.                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|12. |  | Related Party Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |  | Albex is the obligor on a note payable to Jacob Pollock in the principal
amount of $2,900,000 (Albex Note). SABI is the obligor on a note payable to
J. Pollock & Company, and assigned to Jacob Pollock in the principal amount
of $1,131,000 (SABI Note).                                                                                                                                                                                                                                                      
|   
|    |  | The Notes require payment over a five-year term, with interest thereon, at
the rate of seven percent (7%) annum, accruing from and after April 1, 1997.                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | The Albex note payable balance due to Mr. Pollock was $2,768,508 both at
March 31, 2002 and 2001. Interest owed but not paid was $485,553 and
$441,998 respectively.                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | The SABI note payable to Mr. Pollock was $527,800 on both March 31, 2002 and
2001. Interest owed but not paid was $59,743 and $21,560 on March 31, 2001
and 2000.                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | The Albex note requires interest only payments on the unpaid balance of the
Note beginning May 1, 1997 through December 1, 1997; interest and principal
payments from January 1, 1998 to September 31, 1998; interest will be
accrued but not paid and no principal payments will be made from October 1,
1998 to March 31, 2002. Principal and interest owed at March 31, 2002 was
scheduled to be paid over the next 60 months with an interest rate of 7% per
annum. These payments are deferred indefinitely.
|   
|    |  | All interest and principle payments on the SABI note as of September 1, 2000
to March 31, 2002 were suspended. Interest will be accrued but not paid.
Principal and interest owed at March 31, 2002 was scheduled to be paid over
the next 60 months with an interest rate of 7% per annum. These payments
are deferred indefinitely.                                                                                                                                                                            

42



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##### Table of Contents



RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|12. |  | Related Party Transactions,Continued:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | On February 1, 2001 Albex entered into a Cognovit Demand Promissory Note
with Mr. Jacob Pollock. Interest will be accrued at a rate of 7% per annum
and interest and principle is payable on demand.                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | Payments with respect to these Notes are subordinated to the repayment of
substantially all other notes payable and long-term debt.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | The Company leases office and manufacturing space from a corporation in
which Richard Pollock and Bruce Pollock are shareholders. The lease was
extended one year to December 31, 2002 at a monthly base rent of $6,500 with
annual increases determined by the change in the Consumer Price Index, plus
the Companys share of utilities, real estate taxes, insurance, and property
maintenance. The Company paid approximately $129,000 $128,539 and
$129,000,in 2002, 2001, and 2000 respectively. Richard Pollock and Bruce
Pollock are sons of Jacob Pollock.
|   
|    |  | Since September 1, 2000, the Company has leased office space from 753 W.
Waterloo Rd. Limited Partnership, of which Jacob Pollock and his wife are
partners. The lease is for three years expiring August 31, 2003 at a
monthly base rent of $5,500 plus the Companys share of utilities, real
estate taxes, insurance, and property maintenance. The Company paid
$84,000, $82,446, and $83,882, in 2002, 2001, and 2000, respectively.                                                                                                                          
|   
|    |  | The Company hired temporary personnel from Flex-Team Incorporated, wholly
owned by the Jacob Pollock Irrevocable Trust. Amounts paid by the Company
totaled $152,477, $88,570, $378,090, in 2002, 2001, and 2000 respectively.
$87,175, $75,607, and $30,324, was owed at March 31, 2002, 2001, and 2000
respectively.                                                                                                                                                                                                                                             
|   
|    |  | See Note 3 regarding acquisitions from and notes payable to related parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Management believes that the terms of the above transactions are comparable
to those that would have been obtainable from unaffiliated sources.                                                                                                                                                                                                                                                                                                                                                                                                                    

43



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##### Table of Contents



RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|13. |  | Stock Options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | RVMs 1993 Stock Option Plan (Plan) provides for the granting of options to
acquire up to 150,000 shares of the Companys common stock. The Plan
authorizes the granting of incentive stock options to employees of the
Company and nonqualified stock options to employees, officers and directors,
whether or not on the Companys payroll or otherwise paid for services. The
Plan provides that the option price shall not be less than 100% of the
current market price of the stock on the date of the grant, that the option
is exercisable when granted, and that the term of the option shall be fixed
at the date of the grant and shall not exceed ten years. The Plan
terminates on July 7, 2003. At March 31, 2001, there were 107,979 shares
available to be optioned under the Plan. The Company has selected the
disclosure-only option of Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation(SFAS 123). In accordance with
SFAS 123, RVM accounts for its Stock Option Plan in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25), and related Interpretations. Under APB 25, because the
exercise price of the Companys employee stock options equals or exceeds the
market price of the underlying stock on the date of grant, no compensation
expense is recognized.
|   
|    |  | A summary of the Companys stock option activity and related information for
the years ended March 31 follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                                           |  |         |         |       |  |           |       |       |  |         |         |           |  |   |       |  |  |           |        |   |  |   |       | 
|------------------------------------------ |  | ------- | ------- | ----- |  | --------- | ----- | ----- |  | ------- | ------- | --------- |  | - | ----- |  |  | --------- | ------ | - |  | - | ----- | 
|                                           |  | 2002    |         | 2001  |  | 2000     
|                                           |  |         |         |       |  |          
|                                           |  |         |         |       |  | Weighted- |       |       |  |         |         | Weighted- |  |   |       |  |  | Weighted-
|                                           |  |         |         |       |  | Average   |       |       |  |         |         | Average   |  |   |       |  |  | Average  
|                                           |  |         |         |       |  | Exercise  |       |       |  |         |         | Exercise  |  |   |       |  |  | Exercise 
|                                           |  | Options |         | Price |  | Options   |       | Price |  | Options |         | Price    
|                                           |  |         |         |       |  |           |       |       |  |         |         |          
|Outstanding at beginning of year           |  |         | 19,616  |       |  |           | 12.24 |       |  |         | 32,021  |           |  | $ | 12.15 |  |  |           | 39,271 |   |  | $ | 10.65 | 
|                                          
|                                          
|                                          
|                                          
|Granted                                    |  |         |         |       |  |           |       |       |  |         |         |           |  |   |       |  |  |           | 0      |   |  |   |       | 
|                                          
|                                          
|                                          
|                                          
|Exercised                                  |  |         |         |       |  |           |       |       |  |         |         |           |  |   |       |  |  |           | (500   | ) |  |   | 4.00  | 
|                                          
|                                          
|                                          
|                                          
|Forfeited or cancelled                     |  |         | (19,616 | )     |  |           | 12.24 |       |  |         | (12,405 | )         |  |   | 12.00 |  |  |           | (6,750 | ) |  |   | 4.00  | 
|                                           |  |         |         |       |  |           |       |       |  |         |         |           |  |   |       |  |  |           |        |   |  |   |       | 
|Outstanding and exercisable at
end of year |  |         | 0       |       |  |           | 0     |       |  |         | 19,616  |           |  | $ | 12.24 |  |  |           | 32,021 |   |  | $ | 12.15 | 
|                                           |  |         |         |       |  |           |       |       |  |         |         |           |  |   |       |  |  |           |        |   |  |   |       | 



|14. |  | Concentrations:                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of accounts receivable.
The Company performs ongoing credit evaluations of its customers and does
not usually require collateral. The Company maintains a reserve for
potential credit losses.                                                                 
|   
|    |  | The principal raw material used by the Company is aluminum. The Company
purchases aluminum from several suppliers and believes that there are ready
supplies of aluminum available for its needs at acceptable prices. A
significant increase in the price or an interruption in the supply of
aluminum could have a material adverse effect on the Companys operating
results.

44



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##### Table of Contents



RVM INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS, (Unaudited) Continued

MARCH 31, 2002



---





|15. |  | Fair Value of Financial Instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The carrying amounts reported in the balance sheets for cash and cash
equivalents, accounts receivable, funds held by trustee for capital
expenditures, note payable, long term debt and accounts payable approximate
their fair market values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|16. |  | Impairment of Machinery & Equipment:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |  | During the fourth quarter of 2000, the Company reviewed its assets at Albex
and determined that certain assets would no longer be used in the business.
These assets consisted primarily of certain machinery and equipment. Albex
originally purchased specific equipment for use to produce aluminum billet
in the Cast House operation. The Company had identified equipment with a
net book value of approximately $3,217,000 that will not be required and was
removed from service in the fourth quarter of fiscal year 2000. The
equipment had an estimated net realizable value (sale of the assets less all
cost associated with the sale and removal of the assets) of approximately
$644,000. The Company recognized a $2,573,016 ($1,698,188 net of tax)
impairment charge related to the machinery and equipment. The equipment
removed from service was either unreliable and was more expensive to operate
or added cost to the manufacturing process. The Albex extrusion business
was adversely affected by the unreliable supply of billet from the Cast
House. As a result of an extensive review by management of the Cast House
operation, the Company installed new production equipment that reduced
operating cost and was more reliable than the equipment replaced. The new
equipment eliminated other manufacturing processes previously required and
the machinery used in those processes was retired. The equipment was
installed in the third quarter and started operations in the fourth quarter
of 2000.
|   
|    |  | During 2001, Assets Held for Sale of $553,001 were sold for $877,500, which
resulted in a gain on the sale of $324,499. As planned in 2001, the gas
furnaces in the cast house increased the reliability of the volume output
and reduced the operating cost. However, a world wide surplus of aluminum
billet eliminated the potential of selling the excess aluminum billet
capacity to outside customers. In addition, Albexs lower extrusion sales
also reduced the demand for billet from the cast house. The cast house
production was suspended in November 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|17. |  | Supplemental Cash Flow Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| |  |  | Cash payments for interest (net of amounts capitalized):
2002 $995,226, 2001  $2,225,503; 2000  $1,900,221;
| | - |  | -------------------------------------------------------------------------------------------------------------
|
| |  |  | Cash payments for income taxes: 2002  $000 2001 
$217,296 and 2000  $336,436                              



|18. |  | Business Segments                                                                                          
|--- |  | -----------------------------------------------------------------------------------------------------------
|   
|    |  | SABI is the only business segment now operating. See Footnote 3 for
discontinued segments Ravens and Albex.

45



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##### Table of Contents



SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
for the years ended March 31, 2002, 2001 and 2000

|                                |               |                |  |            |         |            |  |                |         |        |  |   |   |            |  |   |         |  |  |   |         | 
|------------------------------- | ------------- | -------------- |  | ---------- | ------- | ---------- |  | -------------- | ------- | ------ |  | - | - | ---------- |  | - | ------- |  |  | - | ------- | 
|Column A                        |               | Column B       |  | Column C   |         | Column D   |  | Column E      
|                                |               |                |  |            |         |            |  |               
|                                |               |                |  |            |         |            |  | Additions      |         |        |  |   |   |            |  |  
|                                |               |                |  |            |         |            |  |                |         |        |  |   |   |            |  |  
|                                |               |                |  | Balance at |         | Charged to |  | Charged to     |         |        |  |   |   | Balance at
|                                |               |                |  | Beginning  |         | Cost and   |  | Other          |         |        |  |   |   | End of    
|Description                     |               | of Period      |  | Expenses   |         | Accounts   |  | Deductions (A) |         | Period
|                                |               |                |  |            |         |            |  |                |         |       
|Allowance for doubtful accounts |               |                |  |            |         |            |  |                |         |        |  |   |   |            |  |   |         |  |  |  
|                               
|                               
|                               
|                               
|                                | Period ended: |                |  |            |         |            |  |                |         |        |  |   |   |            |  |   |         |  |  |   |        
|                               
|                               
|                               
|                               
|                                |               | March 31, 2002 |  | $          | 125,199 |            |  | $              | 41,119  |        |  | $ | 0 |            |  | $ | 161,318 |  |  | $ | 5,000   | 
|                               
|                               
|                               
|                               
|                                |               | March 31, 2001 |  | $          | 128,000 |            |  | $              | 109,826 |        |  | $ | 0 |            |  | $ | 112,627 |  |  | $ | 125,199 | 
|                               
|                               
|                               
|                               
|                                |               | March 31, 2000 |  |            | 107,000 |            |  |                | 70,398  |        |  |   | 0 |            |  |   | 49,398  |  |  |   | 128,000 | 



|(A) |  | Uncollectible accounts written off.
|--- |  | -----------------------------------

|         |               |                                                                  |  |              |           |           |  |        |           |        |  |            |         |  |  |   |           | 
|-------- | ------------- | ---------------------------------------------------------------- |  | ------------ | --------- | --------- |  | ------ | --------- | ------ |  | ---------- | ------- |  |  | - | --------- | 
|         |               |                                                                  |  | Balance at   |           | Charge to |  |        |           |        |  | Balance at
|         |               |                                                                  |  | Beginning of |           | Accrual   |  | Actual |           | End of
|Warranty |               | Period                                                           |  | and Expense  |           | Expenses  |  | Period
|         |               |                                                                  |  |              |           |           |  |       
|         | Period ended: |                                                                  |  |              |           |           |  |        |           |        |  |            |         |  |  |   |          
|        
|        
|        
|        
|         |               | November 14, 2001 (Note 1)                                       |  | $            | 845,107   |           |  | $      | 143,903   |        |  | $          | 303,119 |  |  | $ | 685,891   | 
|        
|        
|        
|        
|         |               | March 31, 2001                                                   |  | $            | 1,076,447 |           |  | $      | 427,650   |        |  | $          | 658,990 |  |  | $ | 845,107   | 
|        
|        
|        
|        
|         |               | March 31, 2000                                                   |  |              | 850,000   |           |  |        | 1,032,534 |        |  |            | 806,087 |  |  |   | 1,076,447 | 
|        
|        
|        
|        
|         |               |                                                                  |  |              |           |           |  |        |           |        |  |            |         |  |  |  
|        
|        
|        
|        
|         |               | Note 1: Amount sold to
Fontaine Trailer Company on Nov. 14, 2001 |  |              |           |           |  |        |           |        |  |            |         |  |  |   |           | 

46



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##### Table of Contents






Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Part III




Item 10. Directors and Executive Officers of the Registrant

The directors and executive officers of the Registrant are listed below:

|                   |  |     |    |       |  |                                          |  |                                                              
|------------------ |  | --- | -- | ----- |  | ---------------------------------------- |  | -------------------------------------------------------------
|Name               |  | Age |    | Since |  | Position                                
|                   |  |     |    |       |  |                                         
|Jacob Pollock      |  |     | 77 |       |  | May 3, 1991
(term expires in 2002)       |  | Chairman of the
Board, Chief
Executive Officer,
and Treasurer
|                  
|                  
|                  
|                  
|Richard D. Pollock |  |     | 46 |       |  | May 3, 1991
(term expires in 2004)       |  | President and Director                                       
|                  
|                  
|                  
|                  
|C. Stephen Clegg   |  |     | 51 |       |  | May 3, 1991
(term expires in 2004)       |  | Director                                                     
|                  
|                  
|                  
|                  
|Louis N. Strike    |  |     | 55 |       |  | September 9, 1998
(term expires in 2003) |  | Director                                                     

All years in Item 10 refer to calendar years.

Mr. Jacob Pollock has been Chairman of the Board of Directors, Chief
Executive Officer, and Treasurer since May 3, 1991, the date he acquired
controlling interest in the Company. He has been Chairman of the Board
and President of J. Pollock & Company, a company principally engaged in
the sale of aluminum, private investment, and consulting, since April
1989. He was Chief Executive Officer of Barmet Aluminum Corporation, an
aluminum company, from 1949-1989. He serves as a Director of several
nonpublic companies.

Mr. Richard Pollock has served as President of RVM since March 31,
1997, President of Albex since May 1991 and as a Vice President of J.
Pollock & Company since February 1990. Prior to joining J. Pollock &
Company, he was employed as a Vice President and then President of Barmet
Aluminum Corporation for more than five years. Richard Pollock is the
son of Jacob Pollock.

Mr. Clegg has served as Chairman of the Board of Directors and Chief
Executive Officer of Diamond Home Services, Inc. since February 1996. He
has served as Chairman of the Board of Directors of Mid-West Spring
Manufacturing Company, Inc. and Globe Building Materials, Inc. for more
than five years, and he is a Director of Birmingham Steel Corporation.

47



---



##### Table of Contents



Mr. Strike has served as Managing Director and Partner of Ballinger,
Strike and Associates LLP, a management consulting firm, from January
1996 to present; and as President, CEO and Chairman of Modern Fold, Inc.
a leading manufacturer of moving walls principally for hotels, schools,
churches, and commercial office buildings, from February 1998 to present.
He previously served as President of CINPAC, Inc., a food processing and
packaging contractor, from April 1992 to December 1995.

Officers serve at the pleasure of the Board of Directors without
specific terms of office.




Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of copies of Forms 3, 4 and 5 furnished
to RVM during or with respect to the fiscal year ended March 31, 2001,
RVM is not aware of any person subject to Section 16 of the Securities
Exchange Act of 1934 with respect to RVM that failed to file on a timely
basis reports required by Section 16(a) during the most recent fiscal
year or prior fiscal years.

48



---



##### Table of Contents






Item 11. Executive Compensation

The following table discloses compensation in excess of $100,000
awarded to, earned by or paid to any executive officer:

|                            |                         |      |        |        |  |       |         |           |  |   |   |   |              |   |           |       | 
|--------------------------- | ----------------------- | ---- | ------ | ------ |  | ----- | ------- | --------- |  | - | - | - | ------------ | - | --------- | ----- | 
|                            |                         |      |        |        |  |       |         |           |  |   |   |   |              |   | All Other
|                            |                         |      | Fiscal |        |  |       |         |           |  |   |   |   | Compensation
|Name and Principal Position |                         | Year |        | Salary |  | Bonus |         | Note 1& 2
|                            |                         |      |        |        |  |       |         |          
|Jacob Pollock               |                         |      | 2002   |        |  | $     | 125,000 |           |  | $ | 0 |   |              | $ | 0         |      
|                           
|                           
|                           
|                           
|                            | Chief Executive Officer |      |        | 2001   |  |       |         | 125,000   |  |   |   | 0 |              |   |           | 0     | 
|                           
|                           
|                           
|                           
|                            |                         |      | 2000   |        |  |       | 129,808 |           |  |   | 0 |   |              |   | 0         |      
|                           
|                           
|                           
|                           
|                            |                         |      |        |        |  |       |         |           |  |   |   |   |              |   |           |      
|                           
|                           
|                           
|                           
|Richard D. Pollock          |                         |      | 2001   |        |  |       | 193,000 |           |  |   | 0 |   |              |   | 376,860   |      
|                           
|                           
|                           
|                           
|                            | President               |      |        | 2001   |  |       |         | 193,000   |  |   |   | 0 |              |   |           | 4,825 | 
|                           
|                           
|                           
|                           
|                            |                         |      | 2000   |        |  |       | 203,776 |           |  |   | 0 |   |              |   | 5,011     |      
|                           
|                           
|                           
|                           
|                            |                         |      |        |        |  |       |         |           |  |   |   |   |              |   |           |      
|                           
|                           
|                           
|                           
|James R. McCourt Note 3     |                         |      | 2002   |        |  |       | 135,000 |           |  |   |   |   |              |   | 287,700   |      
|                           
|                           
|                           
|                           
|                            |                         |      | 2001   |        |  |       | 136,267 |           |  |   | 0 |   |              |   | 3,406     |      



---

|(1) |  | Amount contributed to the named persons 401(k) plan account
for Mr. Richard Pollock in 2001 and 2000 and for Mr. James McCourt
in 2001.                                                                                                                                             
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Mr. Pollock and Mr. McCourt were provided a key executive
retention and compensation package in 2002. The package included a
bonus to remain through the sale of Ravens and the close down and
sale of Albex and one-year base salary as severance pay paid prior
to the end of 2002.
|   
|   
|   
|   
|(3) |  | Mr. McCourt resigned as Chief Financial Officer of the Company
on February 8, 2002 and remains a consultant at will with the
company.                                                                                                                                                

In 1993, RVM adopted a Stock Option Plan, which provides for the
granting of options to acquire up to 50,000 shares of its common stock.
The Plan authorizes the granting of incentive stock options to employees
of the Company and nonqualified stock options to employees, officers and
directors, whether or not on the Companys payroll or otherwise paid for
services. The Plan provides that the option price shall not be less than
100% (110% in the case of a person owning more than 10% of the Companys
stock) of the current market price of the stock on the date of the grant
and that the term of the option shall be fixed at the date of the grant.
The Plan terminates on July 7, 2003.

Directors of RVM are paid $1,000 for Board of Directors meetings
which they attend. Additional compensation is not paid for committee
meetings. In 1998, Mr. Clegg and Mr. George were each granted options to
purchase 1,000 shares of common stock. The options have an exercise
price of $12.00 per share and expire on March 27, 2003. As of March 31,
2002 the stock options were not worth anything.

49



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##### Table of Contents



Compensation Committee Interlocks and Insider Participation

The Compensation Committee of RVMs Board of Directors consists of
Jacob Pollock, Chief Executive Officer, and C. Stephen Clegg. Mr.
Pollock is a Director and Mr. Clegg is Chairman of the Board of Directors
of Mid-West Spring Manufacturing Company, Inc. and Diamond Home Services,
Inc., public companies, and Globe Building Products, Inc., a nonpublic
company. Mr. Pollock is a member of the Compensation and Benefits
Committee of the Board of Directors of Mid-West Spring Manufacturing
Company, Inc.

Report of Compensation Committee

The Committee has not formulated policies for compensation to Mr.
Pollock or other executive officers, which relate compensation to
corporate performance. The compensation of each executive officer is
determined by negotiation between the executive officer and Mr. Pollock
subject to the approval of the Committee and the Board of Directors and
FirstMerit Bank.

By: Jacob Pollock, Chairman
C. Stephen Clegg

Performance Graph

The following line graph shows a comparison of cumulative total
returns, assuming reinvestment of dividends, for a hypothetical
investment of $100 made on March 31, 1996, in the common stock of RVM,
the S&P 500, and an index of peer companies (peer group) selected by RVM.
The peer group consists of the following companies: Dorsey Trailers,
Inc., Featherlite Mfg., Inc., Miller Industries, Inc./TN, Wabash National
Corp., Supreme Industries, Inc., Easco, Inc., International Aluminum
Corporation, and Tredegar Industries, Inc.

RVM believes that the large returns in 1998 and 1997 are due to J.C.
Bradford & Co. making a market in RVMs common stock beginning in the
first quarter of 1997 and Herzeg Heine Geduld making a market beginning
in the fourth quarter of 1998. In addition, the Company retained
investor relations consultants in January 1998. Prior to May 1996, RVMs
common stock did not actively trade, but a market maker quoted bid prices
and traded shares infrequently. The decrease from 1998 to present may be
attributed to lower profits.

|        |  |             |          |           |        |       |        |  |       |  |        | 
|------- |  | ----------- | -------- | --------- | ------ | ----- | ------ |  | ----- |  | ------ | 
|        |  | RVM         |          | S&P 500   |        |      
|        |  | Industries, |          | Composite |        | Peer 
|        |  | Inc.        |          | Index     |        | Group
|        |  |             |          |           |        |      
|3/31/96 |  |             | 100.00   |           |        |       | 100.00 |  |       |  | 100.00 | 
|       
|       
|       
|       
|3/31/97 |  |             | 733.33   |           |        |       | 119.83 |  |       |  | 131.40 | 
|       
|       
|       
|       
|3/31/98 |  |             | 1,599.98 |           |        |       | 177.34 |  |       |  | 179.48 | 
|       
|       
|       
|       
|3/31/99 |  |             | 587.73   |           |        |       | 210.08 |  |       |  | 152.10 | 
|       
|       
|       
|       
|3/31/00 |  |             | 620.41   |           |        |       | 247.77 |  |       |  | 136.32 | 
|       
|       
|       
|       
|3/31/01 |  |             | 522.45   |           |        |       | 194.06 |  |       |  | 88.99  | 
|       
|       
|       
|       
|3/31/02 |  | Nil         |          |           | 194.18 |       |        |  | 96.28 | 

50



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##### Table of Contents



Comparison of Five Year Cumulative Total ReturnAssumes Initial Investment of $100

<B>performance graph</B>

51



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##### Table of Contents






Item 12. Security Ownership of Certain Beneficial Owners and Management

The only owner of record or holder, to the knowledge of RVM as of
June 1, 2002, of more than 5% of RVMs Common Stock is set forth in the
following table:

|             |  |                     |  |                                        |           |            |         |        |       |   |      | 
|------------ |  | ------------------- |  | -------------------------------------- | --------- | ---------- | ------- | ------ | ----- | - | ---- | 
|Title of     |  | Name and Address of |  | Amount and Nature of                   |           | Percent of
|Class        |  | Beneficial Owner    |  | Beneficial Ownership                   |           | Class     
|             |  |                     |  |                                        |           |           
|Common Stock |  | Jacob Pollock       |  |                                        | 1,682,156 | (1)(2)     |         |        | 86.82 | %
|            
|            
|            
|            
|             |  |                     |  | 753 W. Waterloo Road
Akron, Ohio 44314 |           |            |         |        |       |   |      | 
|            
|            
|            
|            
|             |  |                    
|            
|            
|            
|            
|             |  |                     |  | Richard D. Pollock                     |           |            | 120,270 | (3)(2) |       |   | 6.21 | 
|            
|            
|            
|            
|             |  |                     |  | 753 W. Waterloo Road
Akron, Ohio 44314 |           |            |         |        |       |   |      | 

The following shows the ownership of RVMs Common Stock beneficially
owned directly or indirectly by each director, and by all directors and
officers of RVM as a group, as of June 1, 2002:

|             |  |                     |  |                               |           |            |           |        |       |   |       | 
|------------ |  | ------------------- |  | ----------------------------- | --------- | ---------- | --------- | ------ | ----- | - | ----- | 
|Title of     |  | Name and Address of |  | Amount and Nature of          |           | Percent of
|Class        |  | Beneficial Owner    |  | Beneficial Ownership          |           | Class     
|             |  |                     |  |                               |           |           
|Common Stock |  | Jacob Pollock       |  |                               | 1,682,156 | (1)(2)     |           |        | 86.82 | %
|            
|            
|            
|            
|             |  |                     |  | C. Stephen Clegg              |           |            | 250       | (4)    |       |   | 0.01  | 
|            
|            
|            
|            
|             |  |                     |  | Richard D. Pollock            |           |            | 120,270   | (3)(2) |       |   | 6.23  | 
|            
|            
|            
|            
|             |  |                    
|            
|            
|            
|            
|             |  |                     |  | All directors and officers as |           |            | 1,764,391 |        |       |   | 91.07 | 
|            
|            
|            
|            
|             |  |                     |  | a group
(5 persons)           |           |            |           |        |       |   |       | 



---

|(1) |  | Jacob Pollock has sole voting and investment power with
respect to 1,643,421 shares.                                                                                                                                                                                                                                                                                                        
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | 38,735 shares are held by the Pollock Family Foundation.
Jacob Pollock, Gertrude Pollock, Richard Pollock and Bruce
Pollock, as trustees, equally share voting and investment power
with respect to the shares.                                                                                                                                                                             
|   
|   
|   
|   
|(3) |  | 57,690 shares are held in an irrevocable trust for the
benefit of Richard Pollocks children. Richard Pollock is a
co-trustee, sharing voting and investment power with respect to
these shares. 19,230 shares listed for Richard Pollock are owned
by his spouse; Mr. Pollock disclaims beneficial ownership of these
shares. The remaining 4,615 shares are owned directly by Mr.
Pollock.
|   
|   
|   
|   
|(4) |  | C. Stephen Clegg has sole voting and investment power with
respect to 250 shares.                                                                                                                                                                                                                                                                                                           

No preferred stock is currently outstanding.

52



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##### Table of Contents






Item 13. Certain Relationships and Related Transactions

The Company leases office and manufacturing space from a corporation
in which Richard Pollock and Bruce Pollock are shareholders. The
five-year lease was extended one year to December 31, 2002, at a monthly
base rent of $6,500 with annual increases determined by the change in the
Consumer Price Index, plus the Companys share of utilities, real estate
taxes, insurance, and property maintenance. The Company paid
approximately $129,000 $128,539, and $129,000 in 2002, 2001, and 2000
respectively. Richard Pollock and Bruce Pollock are sons of Jacob
Pollock.

Since September 1, 2000 the Company has leased office space from 753
W. Waterloo Rd. Limited Partnership, of which Jacob Pollock and his wife
are members. The lease is for three years expiring August 31, 2003 at a
monthly base rent of $5,500 plus the Companys share of utilities, real
estate taxes, insurance and property maintenance. The Company paid
$84,000, $82,446, and $83,882 in 2002, 2001, and 2000, respectively.

The Company purchased aluminum materials from The Aluminum
Warehouse, Inc., owned by Richard D. Pollock Living Trust U/A/D 8/2/94
and Richard D. Pollock Irrevocable Trust U/A/D 1/4/94, totaling $300,000,
$103,076, and $117,906, in 2002 2001, and 2000 respectively. The Company
sold aluminum extrusions to The Aluminum Warehouse, Inc. totaling $ 0,
220,880, and $536,529, in 2002, 2001, and 2000 respectively. $0,
$20,836, and$147,826, was receivable at March 31, 2002, 2001, and 2000
respectively.

The Company hired temporary personnel from Flex-Team Incorporated,
wholly owned by the Jacob Pollock Irrevocable Trust. Amounts paid by the
Company totaled $141,420, $88,570 and $378,090, in 2002, 2001, and 2000,
respectively.

See Notes 3 and 12 to the consolidated financial statements
regarding acquisitions from and notes payable to related parties. See
Notes 6 and 7 to the consolidated financial statements regarding
guarantees of certain debt of the Company by related parties.

Management believes that the terms of the above transactions are
comparable to those that would have been obtainable from unaffiliated
sources.

53



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##### Table of Contents






PART IV




Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

| |    |   |  |                                                 |    |   |  |                                                                                                                                                           |  |  |       |  | 
| | -- | - |  | ----------------------------------------------- | -- | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----- |  | 
| |    |   |  |                                                 |    |   |  |                                                                                                                                                           |  |  | Pages
| |    |   |  |                                                 |    |   |  |                                                                                                                                                           |  |  |      
| | (a | ) |  | List of documents filed as part of this report: |    |   |  |                                                                                                                                                          
|
|
|
|
|
|
|
|
| |    |   |  |                                                 | (1 | ) |  | Financial Statements:                                                                                                                                     |  |  |       | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 |    |   |  | Report of Independent Auditors                                                                                                                            |  |  | 18    | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 |    |   |  | Consolidated Balance Sheets, March 31, 2002 and 2001                                                                                                      |  |  | 19-20 | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 |    |   |  | Consolidated Statements of Operations for the years ended
March 31, 2002, 2001 and 2000                                                                   |  |  | 21    | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 |    |   |  | Consolidated Statements of Changes in Shareholders Equity
for the years ended March 31, 2002, 2001, and 2000                                             |  |  | 22    | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 |    |   |  | Consolidated Statements of Cash Flows for the years ended
March 31, 2002, 2001, and 2000                                                                  |  |  | 23    | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 |    |   |  | Notes to Consolidated Financial Statements                                                                                                                |  |  | 24-40 | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 | (2 | ) |  | Financial Statement Schedule:                                                                                                                             |  |  |       | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 |    |   |  | II  Valuation and Qualifying Accounts
for the years ended March 31, 2002, 2001,and 2000                                                                  |  |  | 41    | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 |    |   |  | All other schedules are omitted because they are not
applicable or the required information is presented in the
financial statements or the notes thereto |  |  |       | 
|
|
|
|
|
|
|
|
| |    |   |  |                                                 | (3 | ) |  | Exhibits required by Item 601 of Regulation S-K:                                                                                                          |  |  |       | 

|            |  |                                                                                                                                                                                                                                                         
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Item                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                         
|2(i)        |  | Agreement and Plan of Reorganization among Ravens Metal
Products, Inc., RVM Industries, Inc. and Ravens, Inc. was filed as
Exhibit 2 to Form 8-B filed March 31, 1997, and is incorporated
herein by reference.                                         
|           
|           
|           
|           
|           
|           
|           
|           
|2(ii)       |  | Stock Purchase Agreement for common stock of Albex
Aluminum, Inc. and Signs and Blanks, Inc. was filed as Exhibit 2.1
to Form 8-K filed on March 31, 1997, and is incorporated herein by
reference.                                                     
|           
|           
|           
|           
|           
|           
|           
|           
|2(iii)      |  | March 30, 2000 Amendment to Stock Purchase Agreement
for common stock of Albex Aluminum, Inc. and Signs and Blanks,
Inc.listed as Exhibit 2(ii) above was filed on June 19, 2000 as
Exhibit 2(iii) to Form 10K for the fiscal year ended March 31,
2000.

54



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Item                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|           
|           
|           
|           
|3(i)        |  | Certificate of Incorporation of RVM was filed as
Exhibit 3.1 to Form 8-B filed March 31, 1997, and is incorporated
herein by reference.                                                                                                                                                                                                                                                                                                                
|           
|           
|           
|           
|           
|           
|           
|           
|3(ii)       |  | RVMs By-laws were filed as Exhibit 3.2 to Form 8-B
filed March 31, 1997, and are incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                    
|           
|           
|           
|           
|           
|           
|           
|           
|10(i)       |  | Management Agreement dated April 1, 1994, between J.
Pollock & Company and Registrant was filed as Exhibit 10(vii) to
Quarterly Report on Form 10-Q for the quarter ended December 31,
1994, and is incorporated herein by reference.                                                                                                                                                                                                                  
|           
|           
|           
|           
|           
|           
|           
|           
|10(ii)      |  | Loan Agreement dated as of December 1, 1994, between
the registrant and City of Kent, Ohio was filed as Exhibit 10(a)
on Form 8-K dated December 12, 1994, and is incorporated herein by
reference.                                                                                                                                                                                                                                                    
|           
|           
|           
|           
|           
|           
|           
|           
|10(iii)     |  | Promissory Note dated December 13, 1994, from the
registrant to the City of Kent, Ohio was filed as Exhibit 10(b) on
Form 8-K dated December 12, 1994, and is incorporated herein by
reference.                                                                                                                                                                                                                                                        
|           
|           
|           
|           
|           
|           
|           
|           
|10(iv)      |  | Reimbursement Agreement dated June 26, 1995, between
the registrant and FirstMerit Bank, N.A. (fka First National Bank
of Ohio) was filed as Exhibit 10(v) to Registrants Annual Report
on Form 10-K for the fiscal year ended March 31, 1995, and is
incorporated herein by reference.                                                                                                                                                               
|           
|           
|           
|           
|           
|           
|           
|           
|10(v)       |  | Guaranty Agreement dated as of July 1, 1995, and
executed by the registrant on August 14, 1995, among Albex
Aluminum, Inc., J. Pollock & Company, Ravens Metal Products, Inc.,
Signs And Blanks, Inc., Jacob Pollock, Gertrude Pollock, Richard
D. Pollock, The Provident Bank, as trustee, and The Director of
Development of the State of Ohio was filed as Exhibit 99(b) on
Form 8-K dated August 21, 1995, and is incorporated herein by
reference.
|           
|           
|           
|           
|           
|           
|           
|           
|10(vi)      |  | Loan Agreement and Promissory Note dated September 30,
1997, between the registrant and FirstMerit Bank, N.A. was filed
as Exhibit 10(i) on Form 10-Q for the quarter ended September 30,
1997, and is incorporated herein by reference.                                                                                                                                                                                                               
|           
|           
|           
|           
|           
|           
|           
|           
|10(vii)     |  | Business Loan Agreement and Promissory Note dated
September 30, 1997, between the registrant and FirstMerit Bank,
N.A. was filed as Exhibit 10(ii) on Form 10-Q for the quarter
ended September 30, 1997, and is incorporated herein by reference.                                                                                                                                                                                                     
|           
|           
|           
|           
|           
|           
|           
|           
|10(viii)    |  | Commercial Guaranty dated September 30, 1997,
between Jacob Pollock and FirstMerit Bank, N.A. was filed as
Exhibit 10(iii) on Form 10-Q for the quarter ended September 30,
1997, and is incorporated herein by reference.                                                                                                                                                                                                                             

55



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Item                                                                                                                                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                     
|           
|           
|           
|           
|10(ix)      |  | Promissory Note (as amended and restated October 1,
1998) between Albex Aluminum, Inc. & Jacob Pollock was filed as
Exhibit 10(i) on Form 10-Q for the quarter ended December 31,
1998, and is incorporated herein by reference.                                                                    
|           
|           
|           
|           
|           
|           
|           
|           
|10(x)       |  | Promissory Note (as amended and restated March 31,
1997) between Signs and Blanks, Inc. & J. Pollock & Company was
filed as Exhibit 10(ii) on form 10-Q for the quarter ended
December 31, 1998, and is incorporated herein by reference.                                                           
|           
|           
|           
|           
|           
|           
|           
|           
|10(xi)      |  | Loan Agreement and Promissory Note dated September 30,
1998, between the Registrant and FirstMerit Bank, N.A.                                                                                                                                                                                       
|           
|           
|           
|           
|           
|           
|           
|           
|10(xii)     |  | Promissory Note between RVM Industries, Inc. and
FirstMerit Bank, N.A. dated April 1, 1999 was filed as Exhibit
10(i) on Form 10Q for quarter ended June 30, 1999, and is
incorporated herein by reference.                                                                                         
|           
|           
|           
|           
|           
|           
|           
|           
|10(xiii)    |  | Promissory Note between RVM Industries, Inc. and
FirstMerit Bank, N.A. dated September 30, 1999 was filed as
Exhibit 10(ii) on Form 10Q for quarter ended September 30, 1999
and is incorporated herein by reference.                                                                               
|           
|           
|           
|           
|           
|           
|           
|           
|10(xiv)     |  | Amendment to Loan Agreement dated September 30, 1999
between RVM Industries, Inc. and FirstMerit Bank, N.A. for the
Loan Agreement dated September 30, 1997 was filed as Exhibit
10(ii) on Form 10Q for quarter ended September 30, 1999, and is
incorporated herein by reference.                  
|           
|           
|           
|           
|           
|           
|           
|           
|10(xv)      |  | Amendment to Business Loan Agreement dated September
30, 1999 between RVM Industries, Inc. and FirstMerit Bank, N.A.
for the Business Loan Agreement dated September 30, 1997 was filed
as Exhibit 10(ii) on Form 10Q for quarter ended September 30,
1999, and is incorporated herein by reference.
|           
|           
|           
|           
|           
|           
|           
|           
|10(xvi)     |  | Promissory Note between Albex Aluminum and Jacob
Pollock, trustee as of March 31, 2000.                                                                                                                                                                                                             
|           
|           
|           
|           
|           
|           
|           
|           
|21          |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                      
|           
|           
|           
|           
|           
|           
|           
|           
|23          |  | Consent of Independent Auditors (none)                                                                                                                                                                                                                                                              

Executive Compensation Plans and Arrangements



|    |  | The Registrants executive compensation plans and arrangements required
to be filed as exhibits are listed under Exhibit 10 above.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Reports on Form 8-K:                                                                                                              
|   
|    |  | A Form 8-K was filed on February 23, 2002 describing RVMs ceasing
operations                                                     

56



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                   |  |                      |  |                                       
|------------------ |  | -------------------- |  | --------------------------------------
|Date June 27, 2002 |  | RVM INDUSTRIES, INC.
|                   |  |                      |  |                                       
|                   |  |                      |  |                                       
|                  
|                  
|                  
|                  
|                   |  | By:                  |  | /S/ Jacob Pollock                     
|                   |  |                      |  |                                       
|                   |  |                      |  | Jacob Pollock, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

|                   |  |                                                                                                                                              
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Date June 27, 2002 |  | /S/ Jacob Pollock                                                                                                                            
|                   |  |                                                                                                                                              
|                   |  | Jacob Pollock, Director, Chief
Executive Officer, (Principal
Executive Officer, Principal
Financial Officer and Principal
Accounting Officer)
|                  
|                  
|                  
|                  
|                   |  |                                                                                                                                              
|                  
|                  
|                  
|                  
|Date June 27, 2002 |  | /S/ C. Stephen Clegg                                                                                                                         
|                   |  |                                                                                                                                              
|                   |  | C. Stephen Clegg, Director                                                                                                                   
|                  
|                  
|                  
|                  
|                   |  |                                                                                                                                              
|                  
|                  
|                  
|                  
|Date June 27, 2002 |  | /S/ Richard D. Pollock                                                                                                                       
|                   |  |                                                                                                                                              
|                   |  | Richard D. Pollock, Director                                                                                                                 
|                  
|                  
|                  
|                  
|                   |  |                                                                                                                                              
|                  
|                  
|                  
|                  
|Date June 27, 2002 |  | /S/ Louis N. Strike                                                                                                                          
|                   |  |                                                                                                                                              
|                   |  | Louis N. Strike, Director                                                                                                                    

57