0001077385-11-000032.txt : 20110513
0001077385-11-000032.hdr.sgml : 20110513
20110513095850
ACCESSION NUMBER: 0001077385-11-000032
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 20101231
FILED AS OF DATE: 20110513
DATE AS OF CHANGE: 20110513
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: RPM ADVANTAGE, INC.
CENTRAL INDEX KEY: 0001077385
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 870285684
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27067
FILM NUMBER: 11838262
BUSINESS ADDRESS:
STREET 1: 2500 WEST LOOP SOUTH
STREET 2: SUITE 304
CITY: HOUSTON
STATE: TX
ZIP: 77027
BUSINESS PHONE: 713-583-4225
MAIL ADDRESS:
STREET 1: 2500 WEST LOOP SOUTH
STREET 2: SUITE 304
CITY: HOUSTON
STATE: TX
ZIP: 77027
FORMER COMPANY:
FORMER CONFORMED NAME: COMMUNITRONICS OF AMERICA INC
DATE OF NAME CHANGE: 19990813
10-K
1
rpmv_10k2010.txt
U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10KSB
[X ] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Calendar years ended December 31, 2010 and 2009
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to _________.
Commission File Number: 0-27067
RPM ADVANTAGE, INC.
(Name of Small Business Issuer in its charter)
NEVADA 87-0285684
(State or Other Jurisdiction of (IRS Employer ID Number)
Incorporation or Organization)
2500 WEST LOOP SOUTH, SUITE 304, HOUSTON, TEXAS 77027
(Address of Principal Executive Offices and Zip Code)
Issuer's telephone number: (713) 583-4225
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: Not Applicable
Name of each exchange on which each class is to be registered: Not Applicable
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $ .001
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. [x] Yes [ ] No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
The issuer's total net loss for the year ended December 31, 2010, and 2009
were $(139,558) and $(59,929), respectively .
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock, as of
December 31, 2010, was $3,123,740 based on an estimated 20,824,936 shares held
by non-affiliates.
The number of shares outstanding of the Company's common stock ($ .001
par value), as of December 31, 2010 and 2009 was 489,535,286 shares.
INDEX TO FORM 10-KSB
of
RPM ADVANTAGE, INC.
Item Number and Caption Page
PART I
Item 1. Description of Business. . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Description of Property. . . . . . . . . . . . . . . . . . . . . . 8
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . 8
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters . . . . . . . . . . . . . . . . . . . . . . . 8
Item 6. Selected financial data. . . . . . . . . . . . . . . . . . . . . . 9
Item 7. Management's Discussion and Analysis of Results of Operations
and Financial Condition . . . . . . . . . . . . . . . . . . . . . 10
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . . . 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure. . . . . . . . . . . . . . . . . . . . . 12
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons
Compliance with Section 16(a) of the Exchange Act. . . . . . . . 12
Item 11. Executive Compensation . .. . . . . . . . . . . . . . . . . . . . 13
Item 12. Security Ownership of Certain Beneficial Owners and Management. . 14
Item 13. Certain Relationships and Related Transactions. . . . . . . . . . 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Statements contained or incorporated by reference in this document that are
not based on historical fact are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.Forward-looking
statements may be identified by use of forward-looking terminology such as
"may", "will", "expect", "estimate", "anticipate", "continue", or similar
terms, variations of those terms or the negative of those terms. Forward-looking
statements are based upon numerous assumptions about future conditions that
could prove not to be accurate. Actual events, transactions and results may
differ materially from the anticipated events, transactions and results
described in such statements. The Company's ability to consummate such
transactions and achieve such events or results is subject to certain risks
and uncertainties.
PART I
------------------------------------------------------------------------------
Item 1. Description of Business
------------------------------------------------------------------------------
General
RPM Advantage, Inc., (formerly Communitronics of America,Inc.)
was organized in the state of Utah on September 21, 1970 and
re-incorporated in Nevada in April 2006.
The Company is a independent operator in the Exploration and Production
(E & P) segment of oil an gas industry. The Company focus is on
secondary recovery leases that have known proven reserves and can have
their values increased by and through the application of new and
emerging enhanced recovery technologies. The Company considers itself
to be one operating segment.
RPM Advantage's overall business strategy is to continue growing in its
existing markets as well as to enter similar, adjacent markets by acquiring
new leases or acquiring other oil and gas companies.
Petroleum Industry Background
The petroleum industry includes the global processes of exploration,
extraction, refining, transporting (often by oil tankers and pipelines),
and marketing petroleum products. The largest volume products of the
industry are fuel oil and gasoline (petrol). Petroleum is also the raw
material for many chemical products, including pharmaceuticals, solvents,
fertilizers, pesticides, and plastics. The industry is usually divided
into three major components: upstream, midstream and downstream.
Midstream operations are usually included in the downstream category.
Petroleum is vital to many industries, and is of importance to the
maintenance of industrial civilization itself, and thus is a critical
concern for many nations. Oil accounts for a large percentage of the
worlds energy consumption, ranging from a low of 32% for Europe and
Asia, up to a high of 53% for the Middle East.
Other geographic regions consumption patterns are as follows: South
and Central America (44%), Africa (41%), and North America (40%). The
world consumes 30 billion barrels (4.8 km) of oil per year, with developed
nations being the largest consumers. The United States consumed 25% of the
oil produced in 2007. The production, distribution, refining, and
retailing of petroleum taken as a whole represents the world's largest
industry in terms of dollar value.
Financial Information about Industry Segments
RPM Advantage operates in the Exploration and Production industry, as an
independent oil and gas producer. As of and for the years ending December
31, 2010 and 2009, the Company had no foreign operations.
Employees
At December 31, 2010 and 2009 RPM Advantage employed 1 person, of which 1
were full-time. The Company considers its relationships with its employees
to be satisfactory and is not a party to any collective bargaining agreement.
------------------------------------------------------------------------------
Item 2. Description of Property
------------------------------------------------------------------------------
RPM Advantage owns no property or any other real estate
The Company believes that its current office facilities are adequate for
its current needs and that it will be able to obtain additional space as
needed at reasonable cost.
------------------------------------------------------------------------------
Item 3. Legal Proceedings
------------------------------------------------------------------------------
During the first quarter of 2007, the firm was informed that TD BankNorth
of Boston, MA had filed a lawsuit against Buchanan Electric, Inc. a former
merger prospect of the Company. TD BankNorth alleged that Buchanan did
not repay 3.8 million in loans personally guaranteed by Buchanan.
Buchanan Electric sued RPM Advantage as a third party defendant to the TD
BankNorth suit and alleged that RPM Advantage was in Breached of Contract,
and further alleging that the damages were in excess twenty million dollars.
The Company believed that the suit was of zero true merit and defended the
actions for over three plus years, the suit was settled for the amount
of $50,000 and the case ended in the fourth quarter of 2010.
There is currently no other legal proceedings.
No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse
to the Company or has a material interest adverse to the Company in reference
to any litigation.
------------------------------------------------------------------------------
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of calendar year 2010 or 2009.
PART II
------------------------------------------------------------------------------
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
------------------------------------------------------------------------------
On November 6, 1998, RPM Advantage, Inc securities began trading on The OTC
NASDAQ Small Cap Market(TM) ("NASDAQ") under the symbol BEEP. it currently
trades under the symbol RPMV.PK on the pinksheets.
The following table presents, for the periods indicated, the reported high
and low transaction prices for RPM Advantage Common Stock for the periods
such securities were traded on OTC NASDAQ as noted above. Such prices reflect
inter-dealer prices, but do not include retail mark-ups, markdowns, or
commissions and may not necessarily represent actual transactions.
Year Ended December 31, 2009 High Low
---------------------------- ---- ---
1st Quarter $ .11 $ .11
2nd Quarter .20 .20
3rd Quarter .25 .25
4th Quarter .15 .02
Year Ended December 31, 2010 High Low
---------------------------- ---- ---
1st Quarter $ .11 $ .11
2nd Quarter .20 .20
3rd Quarter .25 .25
4th Quarter .25 .15
As of December 31, 2010, 489,535,286 shares of common stock were outstanding.
Also as of December 31, 2010, there were 925 holders of record of the Common
Stock based upon information furnished by Trustmark Stock and Transfer Company,
Portland, Oregon the transfer agent for the Common Stock.
RPM Advantage has never paid and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future.
------------------------------------------------------------------------------
Item 6. Selected Financial Data
------------------------------------------------------------------------------
The following table presents certain items from the Company's consolidated
statements of operations and certain other information for the periods
indicated.
2010 2009
----------- -----------
Revenues . . . . . . . . . . . . . . . . . . . $ 0 $0
Cost of revenues . . . . . . . . . . . . . . . 0 0
General and administrative expenses. . . . . . 139,558 59,929
Non-recurring charges. . . . . . . . . . . . . 0 0
Depreciation and amortization. . . . . . . . . 0 0
Other income . . . . . . . . . . . . . . . . . 0 0
Interest . . . . . . . . . . . . . . . . . . . 0 0
Gain on early extinguishment of debt . . . . . 0 0
----------- -----------
Net income (loss). . . . . . . . . . . . . . . $ (139,558) $(59,929)
=========== ===========
Net income (loss) per share. . . . . . . . . . $ (.00) $ (.00)
=========== ===========
EBITDA (1) . . . . . . . . . . . . . . . . . . $ (139,558) $(59,929)
=========== ===========
Total assets . . . . . . . . . . . . . . . . . $ 0 $ 0
=========== ===========
Long-term debt . . . . . . . . . . . . . . . . $ 0 $ 0
=========== ===========
___________________________
(1) EBITDA represents earnings before interest, taxes, depreciation, and
amortization. EBITDA is a standard measure of financial performance in
the paging industry. However, EBITDA is not a measure defined in
generally accepted accounting principles ("GAAP") and should not be
construed as an alternative to operating income or cash flows from
operating activities as determined in accordance with GAAP. EBITDA may
not be comparable to similarly titled measures reported by other
companies.
------------------------------------------------------------------------------
Item 7. Management's Discussion and Analysis of Operations or Plan of
Operations.
------------------------------------------------------------------------------
Acquisitions and Disposals
None.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
You should read the following discussion and analysis of financial
condition and results of operations of RPM Advantage together with the
financial statements and the notes to the financial statements which
appear elsewhere in this annual report and RPM Advantage's Form 10-KSB
for the year ended December 31, 2010 and 2009.
In the opinion of management, the accompanying Audited
consolidated financial statements include all adjustments,
necessary for a fair presentation of the financial position of
the Company as of December 31, 2010 and December 31, 2009, and the
results of its income and comprehensive income for the twelve
month ended December 31, 2010 and 2009 and cash flows for
the twelve months ended December 31, 2010 and 2009.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-KSB and the information incorporated by
reference may include Forward-Looking Statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Exchange Act of 1934.
The Company intends the Forward-Looking Statements to be covered by the
Safe Harbor Provisions for Forward-Looking Statements. All statements
regarding the Companys expected financial position and operating results,
its business strategy, its financing plans and the outcome of any
contingencies are forward-Looking Statements. The Forward-Looking
Statements are based on current estimates and projections about our
industry and our business.
Words such as anticipates, expects, intends, plans, believes, seeks,
estimates, or variations of such words and similar expressions are
intended to identify such Forward-Looking Statements. The Forward-Looking
Statements are subject to risks and uncertainties that could cause actual
results to differ materially from those set forth or implied by any
Forward-Looking Statements. For example, the Company is highly dependent
on its Chief Executive Officer for strategic planning. If he is unable to
perform his services for any significant period of time, the Company's
ability to continue growing could be adversely affected. In addition,
factors that could cause actual results to differ materially
from the Forward-Looking Statements include, but are not limited to,
adverse tax consequences of offshore operations, distribution problems,
unforeseen environmental liabilities and the uncertain military, political
and economic conditions in the world.
We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to risks, uncertainties and assumptions, which include,
among other things:
- our need for substantial capital;
- our ability to service debt;
- our history of net operating losses;
- the amortization of our intangible assets;
- our ability to integrate our various acquisitions;
- the risks associated with our ability to implement our
business strategies;
- the impact of competition and technological developments;
- subscriber turnover;
- litigation and regulatory changes;
- dependence on key suppliers; and
- reliance on key personnel.
Other matters set forth in this Quarterly Report on Form 10-QSB may
also cause actual results to differ materially from those described in
the forward-looking statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed
in this Annual Report on Form 10-KSB may not occur.
OVERVIEW
The Company is a independent operator in the Exploration and Production
(E & P) segment of oil and gas industry. The Company focus is on
secondary recovery leases that have known proven reserves and can have
their values increased by and through the application of new and
emerging enhanced recovery technologies. The Company considers itself
to be one operating segment.
The Company once had a network of 14 radio towers (one tower was owned
by the Company and 13 towers were leased) to deliver wireless services
in the coastal regions of Alabama, Louisiana, Mississippi and the Florida
panhandle. The Company owned seven Certificates of Public Convenience
and Necessity issued by the Alabama Public Service Commission and 34
frequencies licensed by the Federal Communications Commission. These
certificates and licenses allowed the Company to provide wireless
messaging services in these geographic areas.
After a period of refocusing the corporation and its direction. The
company has since the start of the 2006 fiscal year, has maintain a
growth strategy of making a series of acquisitions in Exploration and
Production segment of the oil and gas industry.
On April 10, 2006, the Company entered into an Agreement and Plan of
Reorganization among Resource Protection Management, Inc., a Texas
corporation and Allen Fletcher the majority security holder of
Resource Protection.
Under the terms of the conditions of the Agreement,
the holders of the equity interest of Resource Protection has
exchanged all of Resource Protections equity interest for a
specified number of shares of the Companys common stock and
preferred stock to be issued and the Company will acquire all
of the issued and outstanding equity interest of Resource
Protection, making Resource Protection a wholly-owned subsidiary
of the Company.
The officers and directors of RPM and Resource Protection agreed
on December 7, 2006 that the transaction was rescinded and reversed
and not never complete, hence never consummated as required by law,
and that the transaction, if complete in any manner, should be
deemed now fully and in all things rescinded.
We shall return to Resource Protection, immediately , all of the
partnership or membership interested of Resource Protection which
were transferred to us. In return, Resource Protection shall return
to RPM the shares of RPM restricted common stock transferred to them.
If, for any reason, the actual transfer of the subject securities,
and their return to the party which originally owned them, is not
complete within 15 days , any party not in receipt of the securities
to which it is entitled pursuant to this Agreement, is authorized to
cancel any securities which were the subject of this Agreement, with
the result that Resource Protection shall own no shares of RPM, and
RPM shall own no interest of Resource Protection.
On May 4, 2006, the Company entered into an Definitive Purchase and
Sale Agreement and Plan of Reorganization with Buchanan Electric, Inc.
a Massachusetts corporation and James Buchanan, the sole security
holder of Buchanan Electric, Inc.
Under the terms and the conditions of the Agreement, RPM has exchanged
one million (1,000,000) shares of RPM restricted common stock for all
of the outstanding common stock of Buchanan. The Company will acquire
all of the issued and outstanding equity interest of Buchanan, making
Buchanan a wholly-owned subsidiary of the Company. The aggregate value
of the transaction is seventeen million dollars ($17,000,000) of RPM
Advantage common stock and the assumption of three million, three
hundred thousand($3,300,000) in debt.
By the terms of the Agreement RPM was to acquire all of the
issued and outstanding equity interest owned by Buchanan in
the company, making Buchanan Electric a wholly owned subsidiary of
the company. We have been advised that in your opinion Buchanan,
and in the opinion of Buchanan counsel, the merger agreement was
never consummated and that the shares of Buchanan Electric were
never transferred to RPM in exchange for the RPM shares pursuant
to the transaction identified, Due to the inability of the Buchanan
to be refinance and the Mr. Buchanan desire to not extend our option
time to finish the refinancing.
The officers and directors of RPM agree that the transaction was never
complete, hence never consummated as required by law, and that the
transaction, if complete in any manner, should be deemed now fully
and in all things rescinded.
We shall return to Buchanan, immediately , all of the shares of common
stock of Buchanan which were transferred to us. In return,
Buchanan shall return to RPM the 1,000,000 shares of RPM restricted
common stock transferred to Buchanan. If, for any reason, the actual
transfer of the subject securities, and their return to the party
which originally owned them, is not complete within 15 days , any
party not in receipt of the securities to which it is entitled
pursuant to this Agreement, is authorized to cancel any securities
which were the subject of this Agreement, with the result that
Buchanan shall own no shares of RPM, and RPM shall own no shares
of Buchanan.
The Company supports its operations from its executive offices in
Houston, Texas.
The geographic areas the Company is looking to explore includes
Texas, Oklahoma, Kansas, Arkansas, Louisiana, Mississippi and all
other United States onshore leases .
Economic and Other Factors
The post September 11th era has generally been characterized by a
favorable business climate for suppliers of Oil an natural gas.
The Company believes the Exploration and Production market is
likely to continue to exhibit healthy growth, particularly
in industrial sectors, due to ongoing concerns over the adequacy
of security safeguards in Oil producing nations and a continued
world-wide demand for Energy.
Business Concentration and Credit Risk
An entity is more vulnerable to concentrations of credit risk if it is
exposed to risk of loss greater than it would have had if it mitigated
its risk through diversification of customers. Such risks of loss manifest
differently, depending on the nature of the concentration, and vary in
significance.
RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31,2010
Sales for the twelve months ended December 31, 2010 remained the same
at $0 as compared to $0 for the same period a year ago.
The Company's gross profit for the twelve months ended December 31, 2010
remained the same $0 or as compared to $0 for the same
period a year ago.
Selling, general and administrative expenses for the twelve months ended
December 31, 2010 increased to $139,558 as compared to $59,929 a year
ago. General and administrative expenses include executive management,
accounting, office telephone, repairs and maintenance, management
information systems, salaries and employee benefits.
Interest expense, net for the twelve months ended December 31, 2010
remained the same at $0 as compared to $0 for the same period a year ago.
Net loss increased to $(139,558) or $0.00 per share for the twelve months
ended December 31, 2010 as compared to $(59,929) or $0.00 per share for
the same period a year ago.
Liquidity and Capital Resources
Accounts Receivable at December 31, 2010 remained the same at $0 as
compared to $0 at December 31, 2009.
As of December 31, 2010 the Company had no material commitments for capital
expenditures or inventory purchases other than purchase orders issued
in the normal course of business.
The Companys growth, whether internal or through acquisitions,
requires significant capital investment infrastructure.
For the remainder of 2010 and throughout the year 2011, the Companys
business strategy continue to focus on increasing stockholder value by
raising capital and finding additional strategic assets to acquire, The
availability of financing and the ability to reduce the combined companies
long-term debt. Such transactions will result in substantial capital
requirements for which additional financing may be required. No assurance
can be given that such additional financing would be available on terms
satisfactory to the Company.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Access to Future Capital
The Company's ability to access borrowings and generate investments in
the company and to meet its debt service and other obligations will be
dependent upon its future performance and its cash flows from
operations, which will be subject to financial, business and other
factors, certain of which are beyond the Company's control, such as
prevailing economic conditions. The Company cannot assure you that, in
the event it was to require additional financing, such additional
financing would be available on terms permitted by agreements relating
to existing indebtedness or otherwise satisfactory to it.
------------------------------------------------------------------------------
Item 8. Financial Statements and Supplementary Data
------------------------------------------------------------------------------
Filed herewith are the Company's audited financial statements for the years
ended December 31, 2010 and 2009.
------------------------------------------------------------------------------
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
------------------------------------------------------------------------------
None.
PART III
------------------------------------------------------------------------------
Item 10. Directors, Executive Officers, Promoters and Control Persons
Compliance with Section 16(a) of the Exchange Act
------------------------------------------------------------------------------
The directors and executive officers currently serving on the Company are
as follows:
NAME AGE POSITION HELD SINCE
------ ----- --------------- -------
David R. Pressler 63 Interim Chairman of the Board, 1998
Director, Chief Executive
Officer, President and
CFO
The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions
at the pleasure of the board of directors, absent any employment agreement, of
which none currently exists. There is no arrangement or understanding between
the directors and officers of the Company and any other person pursuant to
which any director or officer was or is to be selected as a director or
officer.
Biographical Information
------------------------
Mr. Pressler became Chairman of the Board, Chief Executive Officer, and
President of the Company on October 26, 1998, following the Company's
acquisition of all of the issued and outstanding stock of Communitronics, Inc.
He founded and was the President of Communitronics, Inc. from 1975 until its
acquisition by the Company. Mr. Pressler holds an FCC Master Radio Engineer
Rating with radar endorsement. He is a certified engineer (EI-0216), and is a
senior member of the National Association of Radio and Telecommunications
Engineers.
------------------------------------------------------------------------------
Item 11. Executive Compensation
------------------------------------------------------------------------------
No executive officer or director of the Company received compensation in or
during its fiscal years ended December 31, 2010 and 2009.
David R. Pressler, the President of the Company, received no compensation
in 2010 and 2009.
The Company does not presently have any pension plan, profit sharing plan,
or similar plans for the benefit of its officers, directors or employees.
However, the Company reserves the right to establish any such plans in the
future.
Directors of the Company who do not serve as officers thereof are not
currently compensated by the Company for meeting attendance or otherwise, but
are entitled to reimbursement for their travel expenses. The Company does not
pay additional amounts for committee participation or special assignments of
the Board of Directors.
------------------------------------------------------------------------------
Item 12. Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------------
The following table sets forth, as of the date of this Annual Report, the
number of shares of Common Stock owned of record and beneficially by executive
officers, directors and persons who hold 10.0% or more of the outstanding
Common Stock of the Company. Also included are the shares held by all
executive officers and directors as a group.
SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OUTSTANDING
OF BENEFICIAL OWNER TITLE OF CLASS OWNED COMMON STOCK
-------------------- -------------- ------------- ------------
David R. Pressler Common Stock 100,000 0.0002%
2500 West Loop South
Suite 304
Houston, Texas 77027
LMJ Holdings, Inc. Common Stock 35,535,296 0.0725%
1775 Saint James Place
Suite 110
Houston, Texas 77057
Hamershlag Sulzberger Common Stock 445,000,000 90.90%
Borg, Inc.
1230 Avenue of the
Americas, 7th Floor
New York, NY 10020
Cede & Co. Common Stock 55,535,296 11.34%
P.O. Box 222
Bowling Green Station
New York, New York 10274
----------------------------------------
(1) Except as otherwise noted, it is believed by the Company that all persons
have full voting and investment power with respect to the shares
indicated. Under the rules of the Securities and Exchange Commission, a
person (or group of persons) is deemed to be a "beneficial owner" of a
security if he or she, directly or indirectly, has or shares the power to
vote or to direct the voting of such security, or the power to dispose of
or to direct the disposition of such security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A
person is also deemed to be a beneficial owner of any security which that
person has the right to acquire within 60 days, such as options or
warrants to purchase the Common Stock of the Company.
(2) Cede & Co. is a nominee holder of shares of Common Stock of the Company
as a depository for brokerage firms and others.
------------------------------------------------------------------------------
Item 13. Certain Relationships and Related Transactions
------------------------------------------------------------------------------
In connection with the reorganization of the Company in April 2006, David R.
Pressler, a director and President of the Company, received 100,000 shares
of Common Stock of the Company, valued at $0.10 per share, for 100% of his
shares of Communitronics, Inc.; The terms of this transaction were at least
as favorable to the Company as you would expect to negotiate with an
unaffiliated third party in a similar transaction.
PART IV
------------------------------------------------------------------------------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
------------------------------------------------------------------------------
(a) Exhibits.
None.
(b) Reports on Form 8-K.
Effective January 3, 2006, Communitronics of America, Inc., a Utah
corporation (the Company) entered into an Agreement and Plan of
Reorganization (the Agreement) among Resource Protection
Management, Inc., a Texas corporation (Resource Protection)
and Allen Fletcher, the majority security holder of Resource
Protection (Shareholder).
Upon the terms and subject to the conditions of the Agreement,
the holders of the equity interest of Resource Protection will
exchange all of Resource Protections equity interest for a
specified number of shares of the Companys common stock and
preferred stock to be issued and the Company will acquire all
of the issued and outstanding equity interest of Resource
Protection, making Resource Protection a wholly-owned subsidiary
of the Company.
The officers and directors of RPM and Resource Protection agreed
on December 7, 2006 that the transaction was rescinded and reversed
and not never complete, hence never consummated as required by law,
and that the transaction, if complete in any manner, should be
deemed now fully and in all things rescinded.
We shall return to Resource Protection, immediately , all of the
partnership or membership interested of Resource Protection which
were transferred to us. In return, Resource Protection shall return
to RPM the shares of RPM restricted common stock transferred to them.
If, for any reason, the actual transfer of the subject securities,
and their return to the party which originally owned them, is not
complete within 15 days , any party not in receipt of the securities
to which it is entitled pursuant to this Agreement, is authorized to
cancel any securities which were the subject of this Agreement, with
the result that Resource Protection shall own no shares of RPM, and
RPM shall own no interest of Resource Protection.
Effective May 4, 2006, RPM Advantage, Inc. (formerly
Communitronics of America, Inc.), a Nevada corporation
(the Company) entered into an Definitive Purchase and
Sale Agreement and Plan of Reorganization (the Agreement)
with Buchanan Electric, Inc. a Massachusetts corporation
(Buchanan) and James Buchanan, the sole security holder
of Buchanan Electric, Inc. (Shareholder).
Upon the terms and subject to the conditions of the Agreement,
RPM will exchange one million (1,000,000) shares of RPM restricted
common stock for all of the outstanding common stock of Buchanan.
The Company will acquire all of the issued and outstanding equity
interest of Buchanan, making Buchanan a wholly-owned subsidiary
of the Company. The aggregate value of the transaction is seventeen
million dollars ($17,000,000) of RPM Advantage common stock and the
assumption of three million, three hundred thousand($3,300,000)
in debt.
By the terms of the Agreement RPM was to acquire all of the
issued and outstanding equity interest owned by Buchanan in
the company, making Buchanan Electric a wholly owned subsidiary of
the company. We have been advised that in your opinion Buchanan,
and in the opinion of Buchanan counsel, the merger agreement was
never consummated and that the shares of Buchanan Electric were
never transferred to RPM in exchange for the RPM shares pursuant
to the transaction identified, Due to the inability of the Buchanan
to be refinance and the Mr. Buchanan desire to not extend our option
time to finish the refinancing.
The officers and directors of RPM agree that the transaction was never
complete, hence never consummated as required by law, and that the
transaction, if complete in any manner, should be deemed now fully
and in all things rescinded.
We shall return to Buchanan, immediately , all of the shares of common
stock of Buchanan which were transferred to us. In return,
Buchanan shall return to RPM the 1,000,000 shares of RPM restricted
common stock transferred to Buchanan. If, for any reason, the actual
transfer of the subject securities, and their return to the party
which originally owned them, is not complete within 15 days , any
party not in receipt of the securities to which it is entitled
pursuant to this Agreement, is authorized to cancel any securities
which were the subject of this Agreement, with the result that
Buchanan shall own no shares of RPM, and RPM shall own no shares
of Buchanan..
Index to Consolidated Financial Statements
Report of Independent Auditors........................... F-2
Consolidated Balance Sheets.............................. F-3
Consolidated Statements of Operations.................... F-4
Consolidated Statements of Shareholders' Equity.......... F-5
Consolidated Statements of Cash Flows.................... F-6
Notes to Consolidated Financial Statements............... F-7
Report of Independent Registered Public Accounting Firm
RPM ADVANTAGE, Inc.
Houston, TX
Eugene M Egeberg
Certified Public Accountant
2400 Boston Street, Suite 102
Baltimore, Maryland 21224
(410) 218-1711
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS REPORT
To the Stockholders
RPM Advantage, Inc.
2500 West Loop South
Suite 304
Houston, Texas 77027
We have audited the accompanying balance sheets of RPM Advantage, Inc.
as of December 31, 2010, 2009, 2008, 2007, and 2006, and the related
statements of operations and changes in stockholders deficit and cash
flows for the years then ended. These financial statements are the
responsibility of the Company management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards required by the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 3 to
the financial statements, the Company has a large accumulated deficit
through December 31, 2010. This condition raises substantial doubt
about its ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 9.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of RPM Advantage, Inc.
as of December 31, 2010, 2009, 2008, 2007 and 2006 and the results of
its operations and its cash flows for each of the years then ended in
conformity with U.S. generally accepted accounting principles.
/s/ Eugene M. Egeberg
______________________________
Eugene M Egeberg, CPA
20 April 2011
RPM ADVANTAGE, INC.
CONSOLIDATED BALANCE SHEETS
(AUDITED)
December 31 December 31
2010 2009
(Audited) (Audited)
------------ ------------
Assets
Current asset:
Cash and Cash Equivalents 0 0
Prepaid Expense 0 88,558
Total Current Assets 0 88,558
Total assets 0 88,558
Liabilities and Stockholders' Equity
Liabilities:
Accounts Payable/Accrued Liabilities 105,950 54,950
Total liabilities $105,950 $54,950
Equity:
Common Stock 489,535 489,535
Additional Paid In Capital 6,882,706 6,882,706
Accumulated Deficit (7,478,191) (7,338,633)
Total shareholders' equity ($105,950) $33,608
Total liabilities and shareholders' equity $0 $88,558
The accompanying notes are an integral part of these financial statements.
RPM ADVANTAGE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(AUDITED)
2010
Revenues:
Fees 0
Less: Cost of Sales 0
Total Revenues $0
Ordinary Income/Expense
Expenses:
General & Administrative 139,558
Depreciation 0
Total Expenses $139,558
Net Income ($139,558)
2009
Revenues:
Fees 0
Less: Cost of Sales 0
Total Revenues $0
Expenses:
General & Administrative 59,929
Depreciation 0
Total Expenses $59,929
Net Income $(59,929)
The accompanying notes are an integral part of these financial statements.
RPM ADVANTAGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AUDITED)
For the Year
Ended December 31
2010 2009
(Audited) (Audited)
------------ ------------
OPERATING ACTIVITIES:
Net Loss (139,558) (59,929)
Increase in Accounts Payable 1,000 1,000
Increase in Accrued Expenses 50,000 0
NET CASH PROVIDED BY OPERATING ACTIVITIES (88,558) (58,929)
FINANCING ACTIVITIES:
Additional Paid in Capital 0 (75,635)
Decrease in Loans Payable 0 (221,878)
Issuance of Common Stock 0 445,000
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 147,487
INVESTING ACTIVITIES:
Decrease in Prepaid Expense 88,558 (88,558)
NET CASH PROVIDED BY INVESTING ACTIVITIES 88,558 (88,558)
INCREASE IN CASH 0 0
CASH - BEGINNING OF YEAR 0 0
CASH - END OF YEAR 0 0
The accompanying notes are an integral part of these financial statements.
RPM ADVANTAGE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2010, AND 2009
(AUDITED)
2010
Common Additional Shareholder Retained Total
Stock Paid in Cap Distribution Earnings
Balance at 1/1/2010 489,535 6,882,706 0 (7,338,633) 33,608
Stock Issuance 0 0 0 0 0
Shareholder Dist 0 0 0 0 0
Additional Paid in Cap 0 0 0 0 0
Retained Earnings 0 0 0 0 0
Net Income 0 0 0 (139,558)(139,558)
Balance at 12/31/2010 489,535 6,882,706 0 (7,478,191) 105,950
2009
Common Additional Shareholder Retained Total
Stock Paid in Cap Distribution Earnings
Balance at 1/1/2009 44,535 6,958,341 0 (7,278,704)(275,828)
Stock Issuance 445,000 0 0 0 445,000
Shareholder Dist 0 0 0 0 0
Additional Paid in Cap 0 (75,635) 0 0 (75,635)
Retained Earnings 0 0 0 0 0
Net Income 0 0 0 (59,929) (59,929)
Balance at 12/31/2009 489,535 6,882,706 0 (7,338,633) 33,608
The accompanying notes are an integral part of these financial statements.
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RPM ADVANTAGE, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 Organization, Nature of Operations and Basis of Presentation
RPM Advantage, Inc., (formerly Communitronics,Inc.)
was organized in the state of Utah on September 21, 1970 and
re-incorporated in Nevada in April 2006.
The Company is a independent operator in the Exploration and Production
(E & P) segment of oil a gas industry. The Company focus is on
secondary recovery leases that have known proven reserves and can have
their values increased by and through the application of new and
emerging enhanced recovery technologies. The Company considers itself
to be one operating segment.
NOTE #2 Significant Accounting Policies
The significant accounting policies followed by the Company in
preparing its consolidated financial statements are set forth
in Note (2) to such consolidated financial statements included
in Form 10-K for the year ended December 31, 2006. The Company
has made no significant changes to these policies during 2007.
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the
period then the goods are shipped to the customer.
C. The Company considers all short term, highly liquid investments
that are readily convertible, within three months, to known amounts
as cash equivalents. The Company currently has no cash equivalents.
D. Basic Earnings Per Shares are computed by dividing income available
to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be
computed by including contingently issuable shares with the weighted
average shares outstanding during the period. When inclusion of the
contingently issuable shares outstanding during the period. When
inclusion of the contingently issuable shares would have an
anti-dilutive effect upon earnings per share no diluted earnings per
share shall be presented.
E. Inventories: Inventories are stated at the lower of cost,
determined by the FIFO method or market.
F. Depreciation: The cost of property and equipment is depreciated
over the estimated useful lives of the related Communitronics Group,
Inc. assets. The cost of leasehold improvements is amortized over the
lesser of the length of the lease of the related assets of the
estimated lives of the assets. Depreciation and amortization is
computed on the straight-line method.
G. Estimates: The preparation of the financial statements in
conformity with generally accepted accounting Principles requires
management to make estimates and Communitronics Assumptions that affect
the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
H. Cash: The company policy for any cash balances above $100,000 in any
one account is to sweep the funds into a company brokerage account,
which under the Securities Investor Protectors Corporation, insures
cash balances up to $5,000,000.
I. Impairment of Long-Lived Assets: In accordance with Statement 144,
long-lived assets, such as property, plant, and equipment, and
purchased intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is measured by a comparison of the
carrying amount of an asset to estimated undiscounted future cash
flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge
is recognized by the amount by which the carrying amount of the asset
exceeds the fair value of the asset. Assets to be disposed of would be
separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposal group classified
as held for sale would be presented separately in the appropriate
asset and liability sections of the balance sheet.
Goodwill and intangible assets that have indefinite useful lives are
tested annually for impairment, and are tested for impairment more
frequently if events and circumstances indicate that the asset might
be impaired. An impairment loss is recognized to the
extent that the carrying amount exceeds the assets fair value.
For goodwill, the impairment determination is made at the reporting
unit level and consists of two steps. First, the Company determines
the fair value of a reporting unit and compares it to its carrying
amount.
Second, if the carrying amount of a reporting unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying
amount of the reporting units goodwill over the implied fair value of
that goodwill. The implied fair value of goodwill is determined by
allocating the fair value of the reporting unit in a manner similar
to a purchase price allocation, in accordance with FASB Statement No.
141, Business Combinations. The residual fair value after this
allocation is the implied fair value of the reporting unit goodwill.
J. Accounts receivable are recorded at the invoiced amount
and do not bear interest. Amounts collected on accounts
receivable are included in net cash provided by operating
activities in the consolidated statements of cash flows.
The allowance for doubtful accounts is the Companys best
estimate of the amount of probable credit losses in the Companys
existing accounts receivable. The Company determines the
allowance based on historical write-off experience by
industry and national economic data. Past due balances
over 90 days and over a specified amount are reviewed
individually for collectibility.
K. Principles of Consolidation. The consolidated financial
statements include our accounts and those of our wholly owned
subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
NOTE #3 Income Taxes
RPM Advantage, Inc., has adopted SFAS 109 to account for income
taxes. RPM ADVANTAGE, Inc., currently has no issues that
create timing differences that would mandate deferred tax expense. Net
operating losses would create possible tax assets in future years. Due
to the uncertainty as to the utilization of net operating loss carry forwards
an evaluation allowance has been made to the extent of any tax benefit
that net-operating losses may generate. Subsequent to the report
RPM ADVANTAGE, had a change in officers and a change in control.
When control of an entity changes net operating losses generally can be used
only by the taxpayer (Officers) who sustained the losses. There can be no
assurance that the net operating losses sustained before the change in
control will be available for future benefits.
RPM ADVANTAGE, Inc., has incurred losses that can be
carried forward to offset future earnings if conditions of the Internal
Revenue Codes
are met. These losses are as follows:
Year of Loss Amount Expiration Date
2000-2010 $7,478,191 2020
Current Tax Asset Value of Net Operating Loss Carry forwards At Current
Prevailing Federal Tax Rate (33.9%) $2,535,107
Evaluation Allowance (33.9%) $2,535,107
Net Tax Asset $ -0-
Current Income Tax Expense -0-
Deferred Income Tax Benefit -0-
Note #4 Contingencies
In 2005, the Company became aware of a prior claim for services.
The Company is investigating the validity of the claim. In the process
of dealing with this claim the Company has established procedures in
handling prior claims and a reserve of $100,000 for these matters.
Note #5 Stockholders' Equity
As of December 31, 2010, there was approximately 489,535,000
of $.001 Shares of common stock outstanding. The company has no
outstanding warrants or stock based compensation to account for as of
December 31, 2010.
Note #6 Plant Property and Equipment
Property and equipment:
Property and equipment are recorded at cost.
Depreciation of property and equipment is provided
utilizing both straight line and accelerated methods over
the estimated useful lives of the respective assets.
The costs of maintenance and repairs are charged to
operations as incurred.
The estimated use full lives of property and equipment are as follows:
Equipment 7
Furniture 7
Computers 5
Computer software 5
Motor vehicle 5
Leasehold improvements 39
Note #7 Accounts Receivables
The accounts receivables for the reported periods are
DECEMBER 31 DECEMBER 31
2010 2009
(AUDITED) (AUDITED)
------------- ------------
0 0
Note #8 Loans Payable and Prepaid Expense
In 2009, the Company agreed to issue 445,000,000 shares of its $0.001 par
value common stock to Hamershlag, Hulzberger & Borg in exchange for
the existing note payables of $280,807 at 12/31/2009 as well as 2010
expenses to be paid by Hamershlag, Hulzberger & Borg in the amount
of $88,558.00. The difference in value of stock issued $445,000 and
the debt exchanged of $369,365 will be booked against Additional Paid
in Capital for $75,635. The prepaid expenses of $88,558 were reversed
out against $88,558 of expenses paid in 2010.
Note #9 Business Reorganization
Effective January 3, 2006, RPM ADVANTAGE, Inc., a Utah
corporation (the Company) entered into an Agreement and Plan of
Reorganization (the Agreement) among Resource Protection
Management, Inc., a Texas corporation (Resource Protection)
and Allen Fletcher, the majority security holder of Resource
Protection (Shareholder). Being that the company had limited
resources and limited operations at the time of the acquisition
of Resource Protection Management, LP , the combination was treated
as a reverse acquisition whereby the acquired company are treated as
the acquirer.
Upon the terms and subject to the conditions of the Agreement,
the holders of the equity interest of Resource Protection will
exchange all of Resource Protections equity interest for a
specified number of shares of the Companys common stock and
preferred stock to be issued and the Company will acquire all
of the issued and outstanding equity interest of Resource
Protection, making Resource Protection a wholly-owned subsidiary
of the Company. Being that the company had limited resources and
Limited operations at the time of the acquisition of Resource
Protection Management, LP , the combination was treated as a
reverse acquisition whereby the acquired company are treated as
the acquirer.
The officers and directors of RPM and Resource Protection agreed
on December 7, 2006 that the transaction was rescinded and reversed
and not never complete, hence never consummated as required by law,
and that the transaction, if complete in any manner, should be
deemed now fully and in all things rescinded.
We shall return to Resource Protection, immediately , all of the
partnership or membership interested of Resource Protection which
were transferred to us. In return, Resource Protection shall return
to RPM the shares of RPM restricted common stock transferred to them.
If, for any reason, the actual transfer of the subject securities,
and their return to the party which originally owned them, is not
complete within 15 days , any party not in receipt of the securities
to which it is entitled pursuant to this Agreement, is authorized to
cancel any securities which were the subject of this Agreement, with
the result that Resource Protection shall own no shares of RPM, and
RPM shall own no interest of Resource Protection.
Effective May 4, 2006, RPM Advantage, Inc. (formerly
Communitronic oa America, Inc.), a Nevada corporation
(the Company) entered into an Definitive Purchase and
Sale Agreement and Plan of Reorganization (the Agreement)
with Buchanan Electric, Inc. a Massachusetts corporation
(Buchanan) and James Buchanan, the sole security holder
of Buchanan Electric, Inc. (Shareholder).
Upon the terms and subject to the conditions of the Agreement,
RPM will exchange one million (1,000,000) shares of RPM restricted
common stock for all of the outstanding common stock of Buchanan.
The Company will acquire all of the issued and outstanding equity
interest of Buchanan, making Buchanan a wholly-owned subsidiary
of the Company and operate out of RPM's new corporate headquarters
in Houston Texas and Buchanan's Offices in Uxbridge, MA.
The aggregate value of the transaction is seventeen million
dollars ($17,000,000) of RPM Advantage common stock and the
assumption of three million, three hundred thousand($3,300,000)
in debt.
By the terms of the Agreement RPM was to acquire all of the
issued and outstanding equity interest owned by Buchanan in
the company, making Buchanan Electric a wholly owned subsidiary of
the company. We have been advised that in your opinion Buchanan,
and in the opinion of Buchanan counsel, the merger agreement was
never consummated and that the shares of Buchanan Electric were
never transferred to RPM in exchange for the RPM shares pursuant
to the transaction identified, Due to the inability of the Buchanan
to be refinance and the Mr. Buchanan desire to not extend our option
time to finish the refinancing.
The officers and directors of RPM agree that the transaction was never
complete, hence never consummated as required by law, and that the
transaction, if complete in any manner, should be deemed now fully
and in all things rescinded.
We shall return to Buchanan, immediately , all of the shares of common
stock of Buchanan which were transferred to us. In return,
Buchanan shall return to RPM the 1,000,000 shares of RPM restricted
common stock transferred to Buchanan. If, for any reason, the actual
transfer of the subject securities, and their return to the party
which originally owned them, is not complete within 15 days , any
party not in receipt of the securities to which it is entitled
pursuant to this Agreement, is authorized to cancel any securities
which were the subject of this Agreement, with the result that
Buchanan shall own no shares of RPM, and RPM shall own no shares
of Buchanan.
SIGNATURE
Pursuant to the requirements 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: RPM ADVANTAGE, Inc.
APRIL 25, 2011 By: /S/ DAVID R. PRESSLER
------------------- ----------------------------------------
David R. Pressler
President, Chief Executive Officer and
Principal Financial Officer
EX-23
2
exhibit23-1.txt
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of RPM Advantage, Inc. of our
report dated April 20, 2011 relating to our audit of the
consolidated financial statements appearing in this Annual
Report on Form 10-K of RPM Advantage, Inc. for the year
ended December 31, 2010.
/s/ Eugene Egeberg, CPA
Eugene Egeberg, CPA
Denver, Colorado
April 25, 2011
------------------------------------------------------------
EX-31
3
exhibit31-1.txt
Exhibit 31.1 -- Chief Executive Officer Certification (Section 302)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION
I, David Pressler, certify that:
1. I have reviewed this annual report on Form 10-KSB of RPM ADVANTAGE,
Inc.;
2. Based on my knowledge, this 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and to the audit committee of
the registrant's board of directors (or persons fulfilling the
equivalent function):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: April 25, 2011 By: /s/ David R. Pressler
----------------- -----------------------------------
David R. Pressler
Interim CEO, President and Director
EX-31
4
exhibit31-2.txt
Exhibit 31.2 -- Chief Financial Officer Certification (Section 302)
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION
I, David Pressler, certify that:
1. I have reviewed this annual report on Form 10-KSB of RPM ADVANTAGE,
Inc.;
2. Based on my knowledge, this 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this annual report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and to the audit committee of
the registrant's board of directors (or persons fulfilling the
equivalent function):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: April 25, 2011 By: /s/ David R. Pressler
----------------- -----------------------------------
David R. Pressler
CFO
EX-32
5
exhibit32-1.txt
Exhibit 32.1 - Chief Executive Officer Certification (Section 906)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of RPM Advantage, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2010, as filed with
the Securities and Exchange Commission on the date
hereof (the "Report").
I, David R. Pressler, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
result of operations of the Company.
/s/ David R. Pressler
--------------------------
David R. Pressler
CEO President and Director
Date April 25, 2011
-----------------
EX-32
6
exhibit32-2.txt
Exhibit 32.2 - Chief Financial Officer Certification (Section 906)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of RPM Advantage, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2010 as filed with
the Securities and Exchange Commission on the date thereof (the "Report").
I, David R. Pressler, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
result of operations of the Company.
/s/ David R. Pressler
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David R. Pressler
CEO President and Director
Date April 25, 2011
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