<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549

                                   FORM 10-K/A

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

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

                              RVM INDUSTRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                        31-1515410
-------------------------------                   -----------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification Number)

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)
                     ---------------------------------------
                                (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    X             No
                                                -------             --------

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. [X]

The aggregate market value of the voting stock held by non-affiliates as of
January 2, 2003, based on a bid price of $0.05 was approximately $8,558. The
Registrant has no non-voting common equity.

There were 1,937,505 shares outstanding of the Registrant's common stock as of
January 2, 2003.

                       Documents Incorporated by Reference
                       -----------------------------------
                                      None



                                       1
<PAGE>


                              RVM INDUSTRIES, INC.

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

PART I                                                                    PAGES
------                                                                    -----

Item 1       Business                                                      3-9

Item 2       Properties                                                   9-10

Item 3       Legal Proceedings                                             10

Item 4       Submission of Matters to a Vote of Security Holders           10

PART II
-------

Item 5       Market for Registrant's Common Equity and
               Related Stockholder Matters                                 11

Item 6       Selected Financial Data                                       12

Item 7       Management's Discussion and Analysis of
               Financial Condition and Results of Operations              13-17

Item 7a      Quantitative and Qualitative Disclosures about Market Risk    17

Item 8       Financial Statements and Supplementary Data                  17-44

Item 9       Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         45

PART III
--------

Item 10      Directors and Executive Officers of the Registrant           45-46

Item 11      Executive Compensation                                       47-49

Item 12      Security Ownership of Certain Beneficial Owners
               and Management                                              50

Item 13      Certain Relationships and Related Transactions                51

Item 14      Controls and Procedures                                       51

PART IV
-------

Item 15      Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K                                        52-55



                                       2
<PAGE>


                                     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 certain
operating assets and liabilities to Fontaine Trailer Company, Inc. Ravens
subsequently 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.


                                       3
<PAGE>

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. In
December 2001, the Company sold Albex extrusion machinery and equipment to a
non-related third party. Accordingly, Albex's historical operations have been
reported as discontinued operations.

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 January 2002, the Company entered into an agreement with a non-related third
party to sell Albex cast house land, building, machinery and equipment. The sale
was completed in July, 2002.

Subsequent to the shutdown of Albex and the sale of Raven's operating assets and
liabilities, RVM's operations consist solely of SABI.

MARKETS

RAVENS

Prior to the sale 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
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 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
manufactures 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 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 is not available for calendar year 2001.


                                       4
<PAGE>

Trailer sales have been affected by fuel prices, interest rates, bankruptcies
that have made available newer used equipment in the market place, tightened
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 in addition to the 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 included 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 were 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.


                                       5
<PAGE>

BACKLOG

The order backlogs for the 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 branch 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 9 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
purchased used trailers for resale. Ravens generally reconditioned these used
trailers when necessary and held them for resale. Ravens did 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.


                                       6
<PAGE>


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 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.


                                       7
<PAGE>

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. Prior to closing, Albex's principal competitors included 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; however, due to
slow demand for aluminum billet and strong competition, manufacturing was
suspended during the second quarter of fiscal 2002.

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. 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. Hourly
personnel at Ravens became employees of Fontaine or were terminated and hourly
personnel at Albex were terminated in connection with the shut down.

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.


                                       8
<PAGE>

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, from a company controlled by Jacob Pollock.

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.

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.


                                       9
<PAGE>

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. SABI leases the
facility from a company that Richard Pollock is a shareholder.

Certain owned property of the Company was subject to mortgages and is collateral
for lines of credit and a letter of credit. See Notes 7 and 8 to the
consolidated financial statements.

ITEM 3. LEGAL PROCEEDINGS

The Company, Waterloo Holding (formerly Ravens) 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 in August 2001 were named 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.

The Company, Albex and an unrelated party were defendants in a wrongful death
and employer intentional tort claim. In July 2001, the plaintiff, the Company,
and the Company's insurance carriers settled this claim within the limits of the
Company's insurance policies and therefore there was not any impact on the
Company's financial position and results of operations and cash flows.

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
$2,400,000 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.




                                       10
<PAGE>


                                     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:


<TABLE>
<CAPTION>
                                                                                  SHARES
                                         HIGH                 LOW                 TRADED
                                    -----------------    ----------------    -----------------
<S>                                     <C>                   <C>                 <C>
2002
   First quarter                        $4.50                 $1.01                   900
   Second quarter                        1.01                  1.01                   100
   Third quarter                         1.01                  1.01                   200
   Fourth quarter                        1.01                  0.04                16,500

2001
   First quarter                        $4.75                 $4.00                 7,900
   Second quarter                        4.75                  4.00                11,800
   Third quarter                         4.25                  4.13                 3,700
   Fourth quarter                        4.25                  4.00                 2,500
</TABLE>

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 October 1, 2002. See Item 12.




                                       11
<PAGE>


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.

<TABLE>
<CAPTION>
                                                   2002              2001              2000              1999              1998
                                              ------------      ------------      ------------      ------------      ------------

<S>                                           <C>               <C>               <C>               <C>               <C>
Net sales                                     $  8,080,448      $  9,457,015      $  9,991,880      $ 11,153,221      $ 11,302,623

(Loss) from continuing operations                 (349,613)         (646,070)         (462,603)         (273,106)         (122,667)

(Loss) income from operations of
discontinued operations                         (5,149,744)       (4,407,874)         (242,914)        2,838,683         3,641,342

(Loss) from sale of discontinued
operations                                      (5,826,201)         (194,933)         (114,763)                0                 0

Cumulative effect of accounting change                   0                 0                 0                 0          (211,651)

Net (loss) income                              (10,235,605)       (4,244,526)         (535,451)        1,533,341         1,821,944

Earnings (loss) per share:
   Continuing operations                      $      (0.18)     $      (0.35)     $      (0.27)     $      (0.23)     $      (0.17)
   Discontinued operations                           (5.10)            (1.84)            (0.01)             1.02              1.11
                                              ------------      ------------      ------------      ------------      ------------
                                              $      (5.28)     $      (2.19)     $      (0.28)     $       0.79      $       0.94

Basic and diluted earnings per share
   Income before cumulative effect of
     accounting change                        $      (5.28)     $      (2.19)     $      (0.28)     $       0.79      $       1.05
   Cumulative effect of accounting change             0.00              0.00              0.00              0.00             (0.11)
                                              ------------      ------------      ------------      ------------      ------------

         Net (loss) income                    $      (5.28)     $      (2.19)     $      (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                                     8,852,863        43,702,603        53,731,708        48,999,890        48,348,030

Total long-term obligations                      2,410,143         3,873,907        30,760,387        27,866,431        26,995,189

Working (deficit) capital                       (2,550,318)      (15,045,502)       15,412,492        10,655,095        10,591,297

Shareholders' (deficit) equity                  (2,881,604)        4,644,533         8,889,059         9,422,510         7,888,169
</TABLE>



(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
<PAGE>


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 proceeds of
$4,250,000 were 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 proceeds of $14,418,000 were used to pay
expenses and the secured lenders.

The consolidated Company has liabilities greater than its assets. The Company
intends 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 $195,905 and $1,108,115 at March
31, 2002 and 2001, respectively. The Company entered into new financing terms
with FirstMerit that provided a $350, 000 line of credit (see footnote 7 to the
consolidated financial statements). The Company could have borrowed
approximately $140,743 more on the new line of credit at March 31, 2002. The
Company also arranged a $450,000 draw down note that can be utilized in fiscal
2003. The Company restructured all of the long term debt to FirstMerit into one
note on April 5, 2002. The long term debt owed to FirstMerit on March 31, 2002
was $3,522,051. The new note to FirstMerit is for five-years and is secured by
all of the company's inventory, receivables and fixed assets.

As discussed in footnote 7 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
<PAGE>

The Company, through the sale of Ravens, the shut down of Albex and the sale of
the extrusion machinery and equipment, reduced the long-term debt to secured
lenders during fiscal 2002. 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.

2002

Net cash used by continuing operating activities of $401,054 was mainly caused
by operating losses. 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 extended terms
provided by its suppliers and has reduced accounts payable by $168,352.

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 city of Kent bonds and to FirstMerit (see Note 8
to the Consolidated Financial Statements).

The Company borrowed an additional $750,000 in 2002 to fund all operations in
order to sell Albex and Ravens. The Company replaced the long-term notes to
FirstMerit with a five-year note on April 5, 2002. Mr. Jacob Pollock guaranteed
$3,250,000 on the new note to FirstMerit (see Note 7 to the Consolidated
Financial Statements).

Net cash flow provided by discontinued operations of $222,039 was generated by
the sales of Ravens and Albex and offset by operating losses.

DISCLOSURE CONTROLS AND PROCEDURES

As the Company's Chief Executive Officer and Chief Financial Officer, and in
accordance with the provisions of 17 C.R.R. Section 240.13a-14(c), I am
responsible for establishing and maintaining disclosure controls and procedures
to ensure that material information relating to the Company and its subsidiaries
is made known to me by others within the organization, especially in connection
with the preparation of the Company's Forms 10-K and Forms 10-Q, as to which I
must certify pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Within the last ninety (90) days, in preparation to file amendments to the
Company's Form 10-K for the fiscal year ended March 31, 2002 and its Form 10-Q
for the fiscal quarter ended June 30, 2002, I evaluated the effectiveness of the
Company's disclosure controls and procedures. Based upon that evaluation, it is
my view that these disclosure controls and procedures are effective to ensure
that all material information regarding the Company and it subsidiaries is made
known to me. Subsequent to the date of my evaluation, there have been no
significant changes in these internal controls; there have been no significant
changes in any other factors that could impact the effectiveness of these
internal controls; there have been no significant deficiencies or material
weaknesses in these internal controls; and thus it has not been necessary to
take any corrective action with regard thereto.
Jacob Pollock


                                       14
<PAGE>

2001

Net cash provided by continuing operating activities of $566,872 was generated
mainly by SABI decreasing inventory by $420,873 and extending payables by
$572,596. Offsetting the reduction in inventory and extension of payables was
the operating losses.

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 $3,369,671 and notes payable
to the bank by $2,200,907. Net cash flow generated by discontinued operations of
$5,483,739 and proceeds from notes from related parties of $94,250 were used for
payments on long-term notes and bonds and note payables bank.

Cash generated from operating activities of discontinued operations was
$5,483,739 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 $8,658,051. Operating losses at Ravens and Albex net of
depreciation was $(2,315,410). The net reduction in current liabilities was
$(1,686,315) and was mainly used by paying warranty and taxes.

Cash used by discontinued operations for investing 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.

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 and the
remaining amount on other manufacturing equipment.

2000

Net cash used in continued operating activities of $(877,925) was primarily for
reducing accounts payable and increasing inventory 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 $(2,303,479). The cash used was mainly
for capital equipment at Albex and to fund the sales growth in inventory and
receivables.




                                       15
<PAGE>


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 8.7%. Selling, general and administrative cost was reduced by 17%, as
management reduced costs. As a result of the reduction in costs and a settlement
of a vendor payable, operating loss from continuing operations decreased to
$(349,613) in 2002 from a loss of $(646,070) in 2001. In addition allocated RVM
corporate general and administrative expenses of $555,446 and $588,302
respectively were reclassified to continuing operations from Albex and Ravens in
2002 and 2001.

Loss from discontinued operations- Albex (see Note 4 to the Consolidated
Financial Statements) increased to $(5,393,247) in 2002 from $(4,199,004) 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 $(5,060,201) 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 4 to the Consolidated
Financial Statements) increased to $(3,726,745) in 2002 from ($403,803) 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 $(766,000) for the loss on the sale of
Ravens.

See Note 10 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 result was a reduction in the income tax benefit in 2002
of $2,864,792, 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 $(10,235,605) 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 8.7% 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 by 14%. Loss from continuing operations was $(646,070) in 2001
compared to a loss of $(462,603) in 2000.

Loss from discontinued operations - Albex was $(4,199,004) in 2001 compared to
$(5,024,199) in 2000. Net sales for Albex decreased 29.7% to 17,425,597 in 2001.
The loss in sales resulted 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 $(2,366,561) in 2001 from
$(804,949) 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
electric furnaces in the cast house.


                                       16
<PAGE>

Loss from discontinued operations - Ravens was $(403,803) in 2001 from a profit
of $4,666,522 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 $(5,070,325).

See Note 10 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). Each
year the valuation reserve will be reviewed. An appropriate 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

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.

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.




                                       17
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:                                                     PAGES
                                                                         -------

        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' (Deficit)
           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                        24-42

Financial Statement Schedule:

   II - Valuation and Qualifying Accounts
           for the years ended March 31, 2002, 2001 and 2000               43

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




                                       18
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


To the Shareholders and Board of Directors RVM Industries, Inc.

We have audited the accompanying consolidated balance sheet of RVM Industries,
Inc. and subsidiaries as of March 31, 2001, and the related consolidated
statements of operations, and changes in shareholders' equity and cash flows for
each of the two years in the period ended March 31, 2001. Our audit also
included the financial statement schedule listed in Item 8 for the years ended
March 31, 2001 and 2000. These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of RVM
Industries, Inc. and subsidiaries at March 31, 2001, and the consolidated
results of their operations and their cash flows for each of the two years in
the period ended March 31, 2001, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule for the years ended March 31, 2001 and 2000, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As more fully described in Note 2, the Company
has incurred recurring operating losses and has a working capital deficiency. In
addition, the Company has not complied with certain covenants of loan agreements
with First Merit Bank, N.A. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classifications
of liabilities that may result from the outcome of this uncertainty.


Ernst & Young, LLP
Akron, Ohio
July 9, 2001


                                       19


<PAGE>


                         Report of Independent Auditors



To the Shareholders and Board of Directors
RVM Industries, Inc.

We have audited the accompanying consolidated balance sheet of RVM Industries,
Inc. and subsidiaries as of March 31, 2002, and the related consolidated
statement of income, changes in shareholders' equity and cash flows for the year
then ended. Our audit also included the financial statement schedule listed in
Item 8. These consolidated financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and schedule based on our
audit. The consolidated financial statements of RVM Industries, Inc. and
subsidiaries as of March 31, 2001 and for the two years then ended were audited
by other auditors whose report dated July 9, 2001, included an explanatory
paragraph that described the going concern uncertainty discussed in Note 2 to
the consolidated financial statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of RVM
Industries, Inc. and subsidiaries as of March 31, 2002, and the consolidated
results of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As more fully described in Note 2,
the Company has incurred recurring operating losses and total liabilities exceed
total assets. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The consolidated financial statements do
not include any adjustments to reflect the possible effects on the
recoverability and classification of assets or the amounts and classifications
of liabilities that may result from the outcome of this uncertainty.

SALTZ, SHAMIS & GOLDFARB, INC.

Akron, Ohio
September 6, 2002





                                       20
<PAGE>


                              RVM INDUSTRIES, INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                             MARCH 31
                                                                                   ---------------------------

                                                                                          2002            2001
                                                                                   -----------     -----------
<S>                                                                                <C>             <C>
ASSETS

Current assets:
   Cash and cash equivalents                                                       $   195,905     $ 1,108,115

   Receivables:
     Trade, net of allowance for doubtful accounts of $5,000 and $26,000 in
       2002 and 2001                                                                 1,042,192       1,058,590

     Related party                                                                           0          20,836

   Inventories                                                                       1,446,316       1,252,591

   Assets held for sale                                                              2,870,000               0

Deferred  income taxes,  net of valuation  allowance of $2,864,792 in 2002 and               0         146,235
$857,986 in 2001

   Other current assets                                                                 24,691          19,169

   Current assets of discontinued operations-Ravens                                     17,840      10,827,754

   Current assets of discontinued operations- Albex                                  1,177,062       5,705,371
                                                                                   -----------     -----------

       Total current assets                                                          6,774,006      20,138,661

Property, plant and equipment, net                                                     537,154         681,026

Other assets                                                                             6,687           6,687

Non-current asset of discontinued operations-Ravens                                  1,535,016      10,837,283

Non-current assets of discontinued operations-Albex                                          0      12,038,946
                                                                                   -----------     -----------

       Total assets                                                                $ 8,852,863     $43,702,603
                                                                                   ===========     ===========
</TABLE>


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



                                       21
<PAGE>


                              RVM INDUSTRIES, INC.

                     CONSOLIDATED BALANCE SHEETS, Continued

<TABLE>
<CAPTION>
                                                                                           MARCH 31
                                                                                ------------------------------

                                                                                    2002              2001
                                                                                ------------      ------------
<S>                                                                             <C>               <C>
LIABILITIES AND SHAREHOLDERS' (DEFICIT) Equity

Current liabilities:
   Accounts payable--trade                                                      $  1,427,129      $  1,595,481
                   --related parties                                                       0             8,432
   Accrued expenses                                                                  212,744           146,386
   Current portion of long-term debt                                                 264,460             6,150
   Debt in default                                                                   419,019        23,099,500
   Current liabilities of discontinued operations-Ravens                           1,378,470         5,764,768
   Current liabilities of discontinued operations-Albex                            2,149,066         4,563,446
                                                                                ------------      ------------

       Total current liabilities                                                   5,850,888        35,184,163

Long-term debt                                                                     3,483,579           431,364
Notes payable--related parties                                                             0           527,800
Deferred income taxes                                                                      0           146,235
Non-current liabilities of discontinued operations-Albex                           2,400,000         2,768,508
                                                                                ------------      ------------

       Total liabilities                                                          11,734,467        39,058,070
                                                                                ------------      ------------

Shareholders' (deficit) 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                                                              7,495,804         4,786,336
   Retained (deficit)                                                            (10,396,784)         (161,179)
                                                                                ------------      ------------

       Total shareholders' (deficit) equity                                       (2,881,604)        4,644,533
                                                                                ------------      ------------

       Total liabilities and shareholders' (deficit) equity                     $  8,852,863      $ 43,702,603
                                                                                ============      ============
</TABLE>


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



                                       22
<PAGE>


                              RVM INDUSTRIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                        FOR THE YEARS ENDED MARCH 31
                                                              ------------------------------------------------

                                                                  2002              2001              2000
                                                              ------------      ------------      ------------

<S>                                                           <C>               <C>               <C>
Net sales                                                     $  8,080,448      $  9,457,015      $  9,991,880
Cost of sales                                                    7,417,606         8,629,587         8,716,178
                                                              ------------      ------------      ------------

         Gross profit                                              662,842           827,428         1,275,702

Selling general and administrative expenses                      1,174,980         1,413,719         1,640,336
                                                              ------------      ------------      ------------

         (Loss) from operations                                   (512,138)         (586,291)         (364,634)

Other income (expense):
   Other income                                                    194,919            40,258                 0
   Interest expense                                                (25,927)          (99,918)          (95,526)
   (Loss) on sales of property, plant and equipment                 (6,467)             (119)           (2,443)
                                                              ------------      ------------      ------------


         (Loss)  from continuing operations before income         (349,613)         (646,070)         (462,603)
         taxes

Income tax provision:                                                    0           (36,300)          (51,200)
                                                              ------------      ------------      ------------

Loss from continuing operations                                   (349,613)         (682,370)         (513,803)
                                                              ------------      ------------      ------------

Discontinued operations
(Loss) from operations of discontinued operations               (5,149,744)       (4,407,874)         (242,914)

(Loss)  from sale of discontinued operations                    (5,826,201)         (194,933)         (114,763)

Income tax benefit                                               1,089,953         1,040,651           336,029
                                                              ------------      ------------      ------------

         (Loss) on discontinued operations                      (9,885,992)       (3,562,156)          (21,648)
                                                              ------------      ------------      ------------

         Net (loss)                                           $(10,235,605)     $ (4,244,526)     $   (535,451)
                                                              ============      ============      ============

           Basic and diluted  (loss) per share
               Continuing operations                          $      (0.18)     $      (0.35)     $      (0.27)
               Discontinued operations                        $      (5.10)     $      (1.84)     $      (0.01)
                                                              ------------      ------------      ------------

                                                              $      (5.28)     $      (2.19)     $      (0.28)
                                                              ============      ============      ============
</TABLE>

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



                                       23
<PAGE>




                              RVM INDUSTRIES, INC.

      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY

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


<TABLE>
<CAPTION>
                                                                                                       RETAINED
                                                 COMMON          COMMON STOCK       ADDITIONAL         EARNINGS
                                                 SHARES             AMOUNT            CAPITAL          (DEFICIT)           TOTAL
                                              ------------     ---------------   ---------------   ---------------    --------------

<S>                                            <C>                  <C>            <C>                <C>              <C>
 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                                                                                        (10,235,605)     (10,235,605)
     Contributed capital from related party                                         2,709,468                           2,709,468
                                              ------------     ---------------   ---------------   ---------------    --------------
Balance at March 31,2002                       1,937,505            $19,376        $7,495,804       $(10,396,784)     $(2,881,604)
                                              ============     ===============   ===============   ===============    ==============
</TABLE>


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



                                       24
<PAGE>



                              RVM INDUSTRIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               FOR THE YEARS ENDED MARCH 31
                                                                -----------------------------------------------------------

                                                                      2002                 2001                 2000
                                                                -----------------    -----------------    ------------------
<S>                                                             <C>                  <C>                  <C>
Cash flows from operating activities:
   Net (loss)................................................   $   (10,235,605)     $    (4,244,526)     $      (535,451)
   Net loss from discontinued operations                              9,885,992            3,562,156               21,648

   Adjustments to reconcile net income (loss) from continuing
     operations) to net cash provided by (used in) operating
     activities:
     Depreciation and amortization...........................           168,644              218,775              177,992
     Deferred income taxes                                                    0               22,300              (44,300)
     (Decrease) increase in allowance for doubtful
       accounts..............................................           (21,000)              16,000                    0
     Loss on disposition of property, plant and equipment....             6,467                  119                2,443
   Increase (decrease) in cash from changes in:
     Receivables --trade.....................................            37,398              (57,928)             189,487
                 --related party.............................            20,836                  685               (2,622)
     Inventories.............................................          (193,725)             420,873             (382,164)
     Other assets............................................            (5,522)             (23,668)                 (17)
     Accounts payable --trade................................          (168,352)             572,596             (270,239)
                      --Related parties......................            (8,432)             (30,970)              18,747
     Accrued expenses and other current liabilities..........           112,245              110,460              (53,449)
                                                                -----------------    -----------------    ------------------

     Net cash (used in) provided by operating activities.....          (401,054)             566,872             (877,925)
                                                                -----------------    -----------------    ------------------

Cash flows from investing activities:
   Capital expenditures......................................           (31,239)             (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 provided by (used in) investing activities.....        18,636,761              (70,790)            (208,723)
                                                                -----------------    -----------------    ------------------

Cash flows from financing activities:
   (Payments on) long-term debt..............................        (3,943,491)          (3,369,671)          (1,378,680)
   (Payments on) proceeds from notes payable--bank, net......       (19,698,516)          (2,200,907)           3,814,798
   Proceeds from (payments on) notes payable to related
     parties.................................................                 0              (94,250)            (226,200)
   Proceeds from long-term debt, net of issuance costs.......         4,272,051                    0            1,642,841
   Proceeds from stock options exercised.....................                 0                    0                2,000
                                                                -----------------    -----------------    ------------------

     Net cash (used in) provided by financing activities.....       (19,369,956)          (5,664,828)           3,854,759
                                                                -----------------    -----------------    ------------------

Cash flow (used in) provided by continuing operations                (1,134,249)          (5,168,746)           2,768,111
Cash flow (used in) provided by discontinued operations                 222,039            5,483,739           (2,303,479)

Net (decrease) increase in cash and cash equivalents.........          (912,210)             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.....................   $       195,905      $     1,108,115      $       793,122
                                                                =================    =================    ==================
</TABLE>

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



                                       25
<PAGE>


                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, 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, known as Waterloo Holding
       Company), Albex and SABI. Albex & Ravens (Waterloo Holding Company) are
       presented as discontinued operations.

       Ravens designed, manufactured, and sold 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 manufactured a steel dump trailer, which serves the
       demolition market. These principal products were sold direct and through
       a nationwide network of dealerships. Ravens currently has operating
       facilities in North Carolina, Ohio, and Indiana. Ravens also sold 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., including restricted cash of $1.46 million, other
       assets of $91,000 accounts payable and accrued liabilities of $403,000,
       and amount due buyer of $975,000.

       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. At March 31, 3002,
       assets and liabilities of discontinued operations - Albex consisted of
       account receivable of $84,000 other assets of $2,700. Trade payable of
       $1.83 million and related party note payable of $2.4 million.

       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.


                                       26
<PAGE>

                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


       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

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 in the United States 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.

       RECLASSIFICATION:

       Certain amounts for the years ended March 31, 2001 and March 31, 2000
       have been reclassified for comparative purposes to conform with the
       presentation in the consolidated financial statements for the year ended
       March 31, 2002, including the reporting of discontinued operations and
       assets held for sale separate from continuing operations in the
       consolidated balance sheets and statements of operations.

       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:


                                       27
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------

<TABLE>

<S>                                                                                             <C>   <C>
                 Buildings and improvements including leasehold improvements                    10 to 40 years
                 Machinery and equipment                                                         3 to 15 years
                 Office equipment                                                                3 to 13 years
                 Vehicles                                                                         3 to 5 years
</TABLE>



                                       28
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


1.     DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
       (CONTINUED):

       PROPERTY, PLANT AND EQUIPMENT, Continued:

       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.

       ASSETS HELD FOR SALE

       In August 2001, the Company's Board of Directors approved a plan to
       shutdown Albex. On December 19, 2001, the Company sold Albex extrusion
       building machinery and equipment. As of March 31, 2002, the Company had a
       letter of intent for the sale of the Cast House building and equipment.
       The sale closed in July 2002.

       At March 31, 2002, in accordance with SFAS No. 144, the Company wrote
       down the Cast House building and equipment to the fair market value based
       on the selling price and an appraisal performed in April 2001. This write
       down resulted in a loss of $3,696,391 for a net book value of $2,870,000.

       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.


                                       29
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------

1.     DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
       (CONTINUED):

       ADVERTISING COSTS, Continued:

       Advertising costs for continuing operations included in selling, general
       and administrative expense were $2,198, $3,823 and $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.

       RECENT ACCOUNTING PRONOUNCEMENTS:

       In June 2002, the Financial Accounting Standards Board (FASB) issued
       Statement of Financial Accounting Standards (SFAS) No. 146 "Accounting
       for Costs Associated with Exit or Disposal Activities. " SFAS No. 146"
       generally require companies to recognize costs associates with the exit
       activities when they are incurred rather than at the date of commitment
       to the exit activity or disposal plan. SFAS No. 146 is effective for exit
       or disposal activities initiated after December 31, 2002. The Company
       elected to implement this standard for the disposal activities of selling
       Ravens assets and certain liabilities and the exiting and sale of assets
       of Albex for the year ended March 31, 2002.

       In June 2002, FABS issued SFAS No. 145 which rescinded SFAS No. 4
       "Reporting Gains and Losses from Extinguishment of Debt". SFAS No. 4 had
       required companies to report gains and losses from extinguishment of debt
       to be classified as an extraordinary item net of related income tax
       effect. The Company early adopted SFAS 146 in the reporting of its gain
       from the extinguishment of debt.

       In July 2001, FASB issued 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.


                                       30
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------

1.     DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
       (CONTINUED):

       RECENT ACCOUNTING PRONOUNCEMENTS, Continued:

       In August 2001, FASB issued SFAS No. 144 "Accounting for the Impairment
       or Disposal of Long-Lived Assets." SFAS 144 is effective for the fiscal
       year beginning after December 15, 2001 for the 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 elected early adaption of SFAS 144
       for the year ended March 31, 2002.

       On April 1, 2001, the Company adopted SFAS No. 133, Accounting for
       Derivative Instruments and Hedging Activities, as amended. 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 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 at March 31, 2002, the Company was in violation of
       certain of its covenants related to the loan agreement with 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, 2002 and 2001. The loan agreements with FirstMerit
       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. The Company is in default as of March 31, 2002, on payment
       of interest and principal of debentures in the amount of $419,019. The
       Company restructured the debt with FirstMerit on April 5, 2002 and Mr.
       Jacob Pollock guaranteed $3,250,000 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.    ACQUISITIONS AND DISPOSITIONS:

       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.



                                       31
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


3.    ACQUISITIONS AND DISPOSITIONS (Continued):

      ACQUISITIONS (Continued):

      The purchase price of 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.

      DISPOSITIONS:

      On November 14, 2001, the Company sold the operating assets and
      liabilities of Ravens, resulting in a loss of $766,000, which has been
      reported in loss from sale of discontinued operations.

      On December 19, 2001, the Company sold the extrusion building, machinery
      and equipment of Albex, resulting in a pre-tax loss of $1,175,057, which
      has been reported in other income (expense), net. Additionally, in
      October, 2001, the Company signed a letter of intent with a non-related
      purchaser to sell the cast house land, building and equipment. The
      estimated loss on the disposal of these remaining assets is $3,885,144.
      The sale was completed in July, 2002.

4.    DISCONTINUED OPERATIONS:

      The dispositions of Ravens and Albex represent the disposal of segments
      under SFAS 144. Accordingly, the revenue, costs and expenses, assets and
      liabilities, and cash flows have been segregated in the Consolidated
      Statement of Income, Consolidated Balance Sheet and Consolidated Statement
      of Cash Flows.


                                       32
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


4.    DISCONTINUED OPERATIONS (Continued):

      The following summarizes the results of discontinued operations:


<TABLE>
<CAPTION>
                                                         2002              2001              2000
                                                 ------------      ------------      ------------
<S>                                              <C>               <C>               <C>
       Net Sales:
          Albex                                  $  7,825,813      $ 17,425,597      $ 24,785,266
          Ravens                                   13,403,846        34,986,971        57,209,348
                                                 ------------      ------------      ------------
                                                   21,229,659        52,412,568        81,994,614
       Pre-tax operating (loss) income:
          Albex                                    (2,004,767)       (2,366,561)         (804,949)
          Ravens                                   (3,619,293)           51,151         5,050,853
                                                 ------------      ------------      ------------
                                                   (5,624,060)       (2,315,410)        4,245,904

       Interest expense                            (1,035,834)       (2,426,947)       (1,993,137)
       Other income (loss)                          1,510,150          (184,949)          (37,428)
       (Loss) gain on impaired machinery and
       equipment                                            0           324,499        (2,573,016)
       (Loss) gain on sale of discontinued
       operations                                  (5,826,201)                0                 0
       Income tax benefit                           1,089,953         1,040,651           336,029
                                                 ------------      ------------      ------------
       Loss from discontinued operations         $ (9,885,992)     $ (3,562,156)     $    (21,648)
                                                 ============      ============      ============
</TABLE>


       Loss on impaired machinery and equipment refers to Albex's cast house
       electric furnaces and associated equipment and facilities. After review
       of the assets in 2000, the Company recognized an impairment charge of
       $2,573,016. During 2001, a portion of these assets valued at $553,001
       were sold for $877,500, which resulted in a gain on the sale of $324,499.

       In 2002, Albex settled an accounts payable balance of $1,996,059 with an
       unrelated supplier for $525,000. Accordingly, Albex recorded a gain on
       the extinguishment of debt for $1,471,059, included in other income.



                                       33
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


5.     INVENTORIES:

       Inventories for continuing operations consisted of the following at March
       31:


                                                2002               2001
                                           ----------------  ----------------

                  Raw materials             $   842,474       $   704,427
                  Finished goods                603,842           548,164
                                           ----------------  ----------------

                                            $ 1,446,316       $ 1,252,591
                                           ================  ================


6.     PROPERTY, PLANT AND EQUIPMENT:

       Property, plant and equipment for continuing operations consisted of the
       following at March 31:

<TABLE>
<CAPTION>
                                                             2002           2001
                                                          ----------     ----------

<S>                                                       <C>            <C>
       Buildings and improvements                         $  362,508     $  362,508
       Machinery and equipment                             1,921,007      1,908,701
       Office equipment                                      218,514        210,360
                                                          ----------     ----------

                                                           2,502,029      2,481,569

       Less accumulated depreciation and amortization      1,964,875      1,800,543
                                                          ----------     ----------

                                                          $  537,154     $  681,026
                                                          ==========     ==========
</TABLE>




                                       34
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


7.     LONG-TERM DEBT AND LONG TERM DEBT IN DEFAULT:

       On April 5, 2002 FirstMerit Bank, N.A. (First Merit) amended the
       Company's revolving note agreement. The amendment extends the maturity of
       the revolving note from March 31, 2002 to March 31, 2003 and decreases
       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 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, with 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 principal
       due on September 30, 2002. The Company did not borrow on this note at
       March 31, 2002.

       Jacob Pollock provided a $3,250,000 personal guarantee on the above loan
       amendment.

       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. At March
       31, 2002 the company owed $1,707,089.

       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%. At March
       31,2002, the Company owed $1,274,219.

       On July 3, 2001, the Company entered into a $750,000 short-term note with
       FirstMerit. Interest is 9.0% and the note matured on August 2, 2001. On
       October 3, 2001, FirstMerit amended the Company's short-term note
       agreement. The amended agreement extends the maturity from August 2, 2001
       to March 31, 2002. At March31, 2002, the Company owed $750,000

       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.




                                       35
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


7.     LONG TERM DEBT AND DEBT IN DEFAULT, Continued:

       On September 30, 1999, the Company amended its line of credit agreement
       with FirstMerit. 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 FirstMerit'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 owed
       $14,039,750 under this agreement at March 31, 2001.

       On September 30, 1997, the Company and FirstMerit 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 FirstMerit'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 was also in default at March 31,
       2001 because the Company was 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
       FirstMerit 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 was also in
       default at March 31, 2001 because the Company was not in compliance with
       two of the loan's covenants.

       As a result of the FirstMerit debt being in default, a letter of credit
       from FirstMerit 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 8 to the Consolidated Financial
       Statements).


                                       36
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------

8.     FINANCING OBLIGATIONS:

<TABLE>
<CAPTION>
                                                                                                 March 31,
                                                                                         2002                 2001
                                                                                  -------------------- --------------------

<S>                                                                                 <C>                     <C>
         Line of credit agreement                                                   $    1,707,089          $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

         First Merit Short Term Note                                                       750,000

         Fixed asset term loan agreement                                                 1,274,219            3,988,075

         7% subordinated debentures, payable in 2004, net of unamortized
           discount of $30,301                                                             419,019              414,633

         Knox Acquisition Note Payable                                                           0            1,129,948

         Other                                                                              16,731               22,881
                                                                                  -------------------- --------------------
                                                                                         4,167,058           23,537,014

         Debt in default                                                                   419,019           23,099,500
                                                                                  -------------------- --------------------
                                                                                         3,748,039              437,514

         Less current portion                                                              264,460                6,150
                                                                                  -------------------- --------------------

                                                                                    $    3,483,579       $      431,364
                                                                                  ==================== ====================
</TABLE>

(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 7.
       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 at March 31, 2001 due to the acceleration of payment
       required by the FirstMerit debt obligation and was paid in full during
       2002. 8.


                                       37
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


8.     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 at March 31, 2001 due to the acceleration of payment
              required by the FirstMerit debt obligations and was paid in full
              during 2002.

       (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. These
              bonds were paid in full in 2002.

              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:

<TABLE>
<CAPTION>
                     Debt Listed       Albex and SABI
                         Above            Notes (1)            Total
                    --------------     ---------------    ---------------

<S>                 <C>                <C>                <C>
       2003         $    683,479       $          0       $    683,479
       2004              107,854                  0            107,854
       2005              111,972                  0            111,972
       2006              114,636          2,400,000          2,514,636
       2007            3,149,117                  0          3,149,117
                    --------------     ---------------    ---------------

                     $ 4,167,058       $  2,400,000       $  6,567,058
                    ==============     ===============    ===============
</TABLE>


       (1)    See Note 13


                                       38
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


9.     COMMITMENTS AND CONTINGENT LIABILITIES:

       The Company, Ravens, Waterloo Holding and Mr. Jacob Pollock have been
       named in a fraudulent suppression complaint made by Fontaine Trailer
       Company, Inc. (Fontaine). 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 certain assets and liabilities of Ravens to
       Fontaine.

       At March 31, 2001 Ravens was contingently liable as guarantor on certain
       sales contracts of customers in the amount of approximately $406,000.
       Contracts 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 and Albex in August 2001 were named as 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.

       The Company, Albex and an unrelated party were defendants in a wrongful
       death and employer intentional tort claim. In July 2001, the plaintiff,
       the Company, and the Company's insurance carriers settled this claim
       within the limits of the Company's insurance policies and therefore there
       was not any impact on the Company's financial position and results of
       operations and cash flows.

       Albex has been named in a number of unsecured creditor claims for amounts
       due. The proceeds from the sale of all assets of Albex will be used to
       pay down the debt to the secured creditors. The Company had previously
       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 $2,400,000 and the appraisal for the land and buildings
       as of May 3, 2001 was $1,820,000.

       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.


                                       39
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


10.   INCOME TAXES:

      The provision (benefit) for income taxes consists of the following:


<TABLE>
<CAPTION>
                                                 2002                   2001                  2000
                                           -----------------      -----------------     ------------------
<S>                                        <C>                    <C>                   <C>
          Continuing operations:
              Current:
              Federal                      $            0         $        36,300       $        95,500
              Deferred                                  0                       0               (44,300)
                                           -----------------      -----------------     ------------------
                                           $            0         $        36,300       $        51,200
                                           -----------------      -----------------     ------------------

           Discontinued operations:
              Current:
              Federal                          (1,001,000)             (1,040,651)             (336,029)
              State                               (88,953)                      0                     0
                                           -----------------      -----------------     ------------------
                                               (1,089,953)             (1,040,651)             (336,029)
                                           -----------------      -----------------     ------------------
                                           $   (1,089,953)        $    (1,004,352)      $      (284,829)
                                           =================      =================     ==================
</TABLE>

       The sources of temporary differences, which make up the deferred tax
       balances are as follows:

<TABLE>
<CAPTION>
               March 31                                               2002                  2001
                                                               -------------------    ------------------

<S>                                                            <C>                    <C>
               Deferred income tax assets:
                  Warranty accruals                            $              0       $        301,500
                  Vacation                                                    0                 62,400
                  Deferred interest and amortization of
                     premium or discount on debt                              0                271,300
                  Allowance for doubtful accounts                         1,850                 42,600
                  Inventory                                               9,250                175,000
                  NOL carry forward                                   2,087,707              1,936,600
                  Other non-deductible accruals                          26,327                134,200
                  Shutdown and Asset loss reserve                     1,513,775                      0
                                                               -------------------    ------------------
                          Total deferred tax assets                   3,638,909              2,923,600
                                                               -------------------    ------------------

               Deferred tax liabilities:
                  Depreciable property                                 (774,117)            (2,026,900)
                  Pension                                                     0                (15,200)
                  Other                                                       0                (23,500)
                                                               -------------------    ------------------

                          Total deferred tax liabilities               (774,117)            (2,065,600)
                                                               -------------------    ------------------

               Net deferred tax asset                                 2,864,792                858,000

               Deferred tax valuation allowance                      (2,864,792)              (858,000)
                                                               -------------------    ------------------

               Net deferred income taxes                       $              0       $              0
                                                               ===================    ==================
</TABLE>

                                       40
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


10.   INCOME TAXES, Continued:

      At March 31, 2002 and 2001, the Company had available net operating loss
      carryforwards of approximately $8,574,217 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
      carryforwards 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.


      A reconciliation of the federal statutory income tax rate to the effective
rate follows:

<TABLE>
<CAPTION>
                                                      2002                         2001                         2000
                                          ---------------------------  ---------------------------  ----------------------------
                                              Amount        Percent       Amount        Percent         Amount        Percent
                                          --------------  -----------  -------------  ------------  --------------  ------------

<S>                                         <C>               <C>      <C>                 <C>          <C>              <C>
        Statutory amount and rate           $(3,480,106)      (34.0%)  $ (1,784,600)       (34.0%)      $(278,895)       (34.0%)
        Effect of:
          State taxes (net of
          utilization of tax loss carry          88,953         0.8         (95,900)        (1.8)         (15,800)        (1.9)
          forwards)
        Change in valuation allowance         2,006,792        19.6         858,000         16.3                0          0.0
        Non-deductible expenses                   2,124           0          21,500           .4           14,100          1.7
        Other                                   292,284         2.9          (3,352)         0.0           (4,234)        (0.5)
                                          --------------  -----------  -------------  ------------  --------------  ------------

                                          $  (1,089,953)      (10.7%)  $ (1,004,352)       (19.1%)      $(284,829)       (34.7%)
                                          ==============  ===========  =============  ============  ==============  ============
</TABLE>

11.    RETIREMENT PLANS:

       RVM sponsors 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 included in
       discontinued operations was $41,149, $133,071, $181,557 for 2002, 2001
       and 2000, respectively. These plans were frozen 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.






                                       41
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


11.    RETIREMENT PLANS, Continued:

       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 currently evaluating the options to fund
       the pension plan in the future.

12.    LEASE COMMITMENTS:

       The Company leases certain of its office and manufacturing facilities
       under various leasing arrangements with related parties (see Note 13 to
       the Consolidated Financial Statements). 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:


      2003.......................................    $149,700
      2004.......................................      27,500
      2005.......................................           0
      2006.......................................           0
      2007.......................................           0
      Thereafter.................................           0
                                                 ---------------
      Total minimum payments.....................    $177,200
                                                 ===============

       Rent expense was approximately $202,000 per year for continuing
       operations in 2002, 2001 and 2000.

13.    RELATED PARTY TRANSACTIONS:

       At March 31, 2001, Albex was the obligor on a note payable to Jacob
       Pollock in the principal amount of $2,900,000 (Albex Note). SABI was 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 required 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 at March
       31, 2001. On December 14, 2001 the note was restructured and all interest
       due to date of $524,217 was forgiven. In addition, $368,508 of principal
       was also forgiven. The interest and principal forgiven was treated as
       additional paid in capital. Principal on the note was $2,400,000 at March
       31, 2002. The new note requires payment over a five-year term with
       interest at a rate of 5% per annum due annually. These payments have been
       deferred indefinitely.


                                       42
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


13.   RELATED PARTY TRANSACTIONS, Continued:

      The SABI note payable to Mr. Pollock was $527,800 on March 31, 2001. On
      December 14, 2001 the note was restructured and all interest ($45,887) and
      principal was forgiven. The interest and principal forgiven was treated as
      additional paid in capital.

      On February 1, 2001 Albex entered into a Cognovit Demand Promissory Note
      with Mr. Jacob Pollock. The note principal was $718,056. Interest accrued
      at a rate of 7% per annum and interest and principal was payable on
      demand. On December 14, 2001, the note and accrued interest was forgiven
      and treated as paid in capital.

      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.

      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 $350,000, $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 2002 respectively. $0, $20,836, and $147,826
      was receivable 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
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------

14.    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:

<TABLE>
<CAPTION>
                                                    2002                       2001                          2000
                                            --------------------       ---------------------       -------------------------
                                                    Weighted-Average            Weighted-Average            Weighted-Average
                                                        Exercise                    Exercise                    Exercise
                                            Options       Price        Options        Price        Options        Price
                                            -------       ------       -------       -------       -------       -------

<S>                                         <C>          <C>           <C>          <C>           <C>           <C>
       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
                                            =======       ======       =======       =======       ======        =======
</TABLE>

15.    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
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


16.    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.

17.    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.

18.    SUPPLEMENTAL CASH FLOW INFORMATION:

       Cash payments for interest expense were:

                                      2002           2001           2000
                                   ----------     ----------     ----------
       Continued operations        $   25,927     $   99,918     $   95,526

       Discontinued operations      1,035,834      2,125,585      1,804,695
                                   ----------     ----------     ----------

                                   $1,061,761     $2,225,503     $1,900,221
                                   ==========     ==========     ==========

                                       45
<PAGE>
                              RVM INDUSTRIES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                 MARCH 31, 2002
                                   ----------


18.    SUPPLEMENTAL CASH FLOW INFORMATION, Continued:

       Cash payments for income taxes were:

                                       2002         2001         2000
                                   --------     --------     --------
       Continued operations        $      0     $      0     $      0

       Discontinued operations            0      217,296      336,436
                                   --------     --------     --------

                                   $      0     $217,296     $336,436
                                   ========     ========     ========



      NON-CASH TRANSACTIONS:

      During November 2001, Mr. Jacob Pollock paid a debt settlement of $525,000
      due to an outside supplier on behalf of the Company. The full amount was
      recognized as paid-in capital.

      During December 2001, Mr. Jacob Pollock forgave $1,614,364 of debt in
      addition to $570,104 of accrued interest owed to him by the Company. The
      forgiveness of the total liability of $2,184,468 was recognized as paid-in
      capital.

19.    BUSINESS SEGMENTS:

       SABI is the only business segment now operating. See Footnote 3 for
       discontinued segments Ravens and Albex.





                                       46
<PAGE>


                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

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


<TABLE>
<CAPTION>
              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          Period
                                                                                                    (A)
-------------------------------------    -------------     --------------    --------------    --------------    -------------

<S>                                      <C>               <C>               <C>               <C>               <C>
Allowance for doubtful accounts,
continuing operations:

   Period ended:

     March 31, 2002                      $     26,000      $          0      $          0      $     21,000      $      5,000

     March 31, 2001                            10,000            25,629                 0             9,629            26,000

     March 31, 2000                            10,000            10,529                 0            10,529            10,000

Allowance for doubtful accounts,
discontinued operations:

   Period ended:

     March 31, 2002                      $     99,199      $     21,119      $          0      $    140,318      $          0

     March 31, 2001                           118,000            84,197                 0           102,998            99,199

     March 31, 2000                            97,000            59,869                 0            38,869           118,000
</TABLE>


   (A)       Uncollectible accounts written off.

             Warranty, included in discontinued operations:

<TABLE>
<CAPTION>
                                            Balance at          Charge to                             Balance at
                                           Beginning of        Accrual and          Actual              End of
              Warranty                        Period             Expense           Expenses             Period
--------------------------------------    ---------------     --------------    ---------------    ---------------

<S>                                       <C>                 <C>                   <C>            <C>
   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
</TABLE>



                                       47
<PAGE>


ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

       On December 17, 2001, Ernst & Young LLP (E&Y) resigned as independent
auditors of RVM Industries, Inc. (the "Company"). In July 2002, SS&G Financial
Services, Inc. was engaged to audit the Company's financial statements.

       In connection with the audit for each of the two fiscal years ended March
31, 2001, and in the subsequent period through December 17, 2001, there were no
disagreements with E&Y on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreement, if not resolved to the satisfaction of E&Y, would have caused E&Y
to make reference in connection with its report on the Company's financial
statements of the subject matter of the disagreement.

       The audit report of Ernst & Young LLP on our consolidated financial
statements as of and for the fiscal year ended March 31, 2001 contained a
statement that our operating losses and working capital deficiency raises
substantial doubt about our ability to continue as a going concern.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

<TABLE>
<CAPTION>
Name                                      Age           Since                              Position
----------------------------           --------         ---------------------------        ----------------------------------
<S>                                       <C>           <C>                                <C>
Jacob Pollock                             78            May 3, 1991                        Chairman of the Board, Chief
                                                        (term expires in 2002)             Executive Officer, and Treasurer


Richard D. Pollock                        46            May 3, 1991                        President and Director
                                                        (term expires in 2004)

C. Stephen Clegg                          51            May 3, 1991                        Director
                                                        (term expires in 2004)

Louis N. Strike                           55            September 9, 1998                  Director
                                                        (term expires in 2003)
</TABLE>


All years in Item 10 refer to calendar years.


                                       48
<PAGE>

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.

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.

Mr. George resigned from the Board of Directors on September 7, 2001. Mr. George
was not in any disagreements with the Company on any issues.

Mr. Strike resigned from the Board of Directors on August 12, 2002. Mr. Strike
was not in any disagreements with the Company on any issues.

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, 2002, 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.



                                       49
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
                                              Fiscal                                                   All Other Compensation
     Name and Principal Position               Year                Salary              Bonus                  Note 1& 2
-------------------------------------    -----------------    ----------------    -----------------   --------------------------

<S>                                            <C>                 <C>               <C>                    <C>
Jacob Pollock                                  2002                $125,000          $        0             $          0
  Chief Executive Officer                      2001                 125,000                   0                        0
                                               2000                 129,808                   0                        0

Richard D. Pollock                             2002                 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                   0                  287,700
                                               2001                 136,267                   0                    3,406
</TABLE>


(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.


                                       50
<PAGE>

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




                                       51
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

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

<TABLE>
<CAPTION>
       Title of                 Name and Address of Beneficial             Amount and Nature of              Percent of
        Class                               Owner                          Beneficial Ownership                 Class
------------------------      ----------------------------------      -------------------------------      ----------------

<S>                           <C>                                               <C>                            <C>
Common Stock                  Jacob Pollock                                     1,680,205 (1)(2)               86.72%
                              753 W. Waterloo Road
                              Akron, Ohio  44314

                              Richard D. Pollock                                  120,270 (3)(2)                6.21
                              753 W. Waterloo Road
                              Akron, Ohio  44314
</TABLE>

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 September 1, 2002:

<TABLE>
<CAPTION>
       Title of                 Name and Address of Beneficial             Amount and Nature of             Percent of
        Class                               Owner                          Beneficial Ownership                Class
------------------------      ----------------------------------      -------------------------------     ----------------

<S>                           <C>                                              <C>                           <C>
Common Stock                  Jacob Pollock                                     1,680,205(1)(2)               86.72%
                              C. Stephen Clegg                                        250(4)                   0.01
                              Richard D. Pollock                                  120,270(3)(2)                6.21

                              All directors and officers as a                   1,761,990                     90.94
                              group (5 persons)
</TABLE>


(1)    Jacob Pollock has sole voting and investment power with respect to
       1,641,470 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
<PAGE>


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 4 and 13 to the consolidated financial statements regarding
acquisitions from and notes payable to related parties. Mr. Pollock as described
in note 13 forgave interest and principle on related party debt. See Notes 7 and
8 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.

ITEM 14 CONTROLS AND PROCEDURES

Within the ninety-day period preceding the filing of this amended quarterly
report, management, including the Chief Executive Officer/Chief Financial
Officer of the Company, conducted an evaluation of the effectiveness of
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
on that evaluation, the Chief Executive Officer/Chief Financial officer
concluded that the disclosure controls and procedures are effective in ensuring
that all material information required to be filed in this amended quarterly
report has been made known to him in a timely fashion. There have been no
significant changes in internal controls, or in factors that could significantly
affect internal controls, subsequent to the date the Chief Executive
Officer/Chief Financial Officer completed his evaluation.



                                       53
<PAGE>


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 (a) List of documents filed as part of this report:                      Pages
                                                                          -----
    (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                       24-44
    (2)   Financial Statement Schedule:

          II--Valuation and Qualifying Accounts
                   for the years ended March 31, 2002, 2001,and 2000        45

          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
<PAGE>


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
<PAGE>


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

99                 Certification pursuant to 18 U.S.C. Section 1350 of Jacob
                   Pollock, Chief Executive Officer/ Chief Financial Officer of
                   the Registrant




                                       56
<PAGE>


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 August 10, 2001 describing the discontinuation of
         the operations of Albex.
       A Form 8-K was filed on November 21, 2001 announcing the sale of Ravens
         Metal Products, Inc. to Fontaine Trailer Co.
       A Form 8-K was filed on December 20, 2001 describing the resignation of
         Ernst & Young LLP as auditors.
       A Form 8-K was filed on February 23, 2002 describing RVM's ceasing
         operations
       A Form 8- K was filed on July 15, 2002 describing a change in auditors.


                                       57
<PAGE>


       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       January 9, 2003              RVM INDUSTRIES, INC.
      ----------------------------

                                        By:       /s/  Jacob Pollock
                                            -----------------------------------
                                              Jacob Pollock, Chief
                                              Executive Officer/Chief
                                              Financial 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       January 9, 2003                    /s/  Jacob Pollock
      ------------------------          ----------------------------------------
                                        Jacob Pollock, Director, Chief Executive
                                        Officer/Chief Financial Officer,
                                        (Principal Executive Officer, Principal
                                        Financial Officer and Principal
                                        Accounting Officer)

Date       January 9, 2003                   /s/  C. Stephen Clegg
      ------------------------          ----------------------------------------
                                        C. Stephen Clegg, Director

Date       January 9, 2003                   /s/  Richard D. Pollock
      ------------------------          ----------------------------------------
                                        Richard D. Pollock, Director



                                       58
<PAGE>


      CERTIFICATIONS PURSUANT TO SECTION 302 the Sarbanes-Oxley Act of 2002

I, Jacob Pollock, Chief Executive Officer/Chief Financial Officer of the
registrant, hereby certify that:

       (1)    I have reviewed this amended annual report of the registrant;

       (2)    Based on my knowledge, this amended annual report does not contain
              any untrue statement of a material fact or omit to state a
              material fact necessary to make the statements made, in light of
              the circumstances under which such statements were made, not
              misleading with respect to the period covered by this amended
              annual report;

       (3)    Based on my knowledge, the financial statements, and other
              financial information included in this amended annual report,
              fairly present in all material respects the financial condition,
              results of operations and cash flows of the issuer as of, and for,
              the periods presented in this amended annual report;

       (4)    I am responsible for establishing and maintaining disclosure
              controls and procedures (as defined in Exchange Act Rules 13a-14
              and 15d-14) for the registrant and I have:

              (i)    Designed such disclosure controls and procedures to ensure
                     that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to
                     me by others within those entities, particularly during the
                     period in which this amended annual report was being
                     prepared;

              (ii)   Evaluated the effectiveness of the issuer's disclosure
                     controls and procedures as of a date within 90 days prior
                     to the filing date of this amended annual report
                     ("Evaluation Date"); and

              (iii)  Presented in this amended annual report my conclusions
                     about the effectiveness of the disclosure controls and
                     procedures based on my evaluation as of the Evaluation
                     Date;

       (5)    I have disclosed, based on my most recent evaluation, to the
              registrant's auditors and the audit committee of the board of
              directors (or persons fulfilling the equivalent function):

              (i)    All significant deficiencies in the design or operation of
                     internal controls which could adversely affect the issuer's
                     ability to record, process, summarize and report financial
                     date and have identified for the issuer's auditors any
                     material weaknesses in internal controls; and
              (ii)   Any fraud, whether or not material, that involves
                     management or other employees who have a significant role
                     in the issuer's internal controls; and

       (6)    I have indicated in the report whether or not there were
              significant changes in internal controls or in other factors that
              could significantly affect internal controls subsequent to the
              date of my most recent evaluation, including any corrective
              actions with regard to significant deficiencies and material
              weaknesses.

                                RVM INDUSTRIES, INC.

                                By:  /s/ Jacob Pollock
                                     ------------------------------------------
                                     Jacob Pollock, Chief Executive Officer/
                                     Chief Financial Officer

                                 Date:   January 9, 2003





                                       59