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 Neveda in April 2006.
The Company is a independent operator in the Exploration and Production (E & P) segement of oil an gas industry. The Company. The 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 enchanced 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 acquring 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.[1] 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 a independent oil and gas producer. As of and for the years ending December 31, 2005 and 2006, the Company had no foreign operations.
Employees
At December 31, 2005 and 2006 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.
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.
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 thrid party defendent to the TD BankNorth suit and alleged that RPM Advantage was in Breached of Contract, and futher 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.
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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 2005 or 2006.
PART II
------------------------------------------------------------------------------ Item 5.
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters ------------------------------------------------------------------------------
On November 6, 1998, RPM Advantage, Inc's 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 Communitronics 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, 2005 High Low ---------------------------- ---- ---
1st Quarter $ .05 $ .01 2nd Quarter .05 .01 3rd Quarter .05 .01 4th Quarter .05 .01
Year Ended December 31, 2006 High Low ---------------------------- ---- ---
1st Quarter $ .05 $ .01 2nd Quarter 18.00 * 18.00 3rd Quarter 18.00 18.00 4th Quarter 18.00 10.00
As of December 31, 2006, 44,535,286 shares of common stock were outstanding. Also as of December 31, 2006, 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.
* price adjusted due to an one for six hundred reverse split (1 for 600) executed on 4/12/2006
------------------------------------------------------------------------------ Item 6.
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.
2006 2005 ----------- -----------
Revenues . . . . . . . . . . . . . . . . . . . $ 0		$0
Cost of revenues . . . . . . . . . . . . . . . 0 	0
General and administrative expenses. . . . . . 51,950 	50,950
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). . . . . . . . . . . . . . . $ (51,950) $ (50,950) =========== =========== Net income (loss) per share. . . . . . . . . . $ (.00) $ (.00) =========== ===========
EBITDA (1) . . . . . . . . . . . . . . . . . . $ (51,950) $ (50,950) =========== ===========
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.
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, 2005 and 2006.
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, 2005 and December 31, 2006, and the results of its income and comprehensive income for the twelve month periods ended December 31, 2006 and 2005 and cash flows for the twelve months ended December 31, 2006 and 2005.
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) segement of oil an gas industry. The Company. The 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 enchanced 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 acqusitions in Exploration and Production segement 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 Flectcher 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 memebership interested of Resource Protection which were transferred to us. In return, Rsource Prtection 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 Massachusettes 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 trasaction 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 thatthe shares of Buchanan Electric were never transferred to RPM in exchange for the RPM shares pursuant to the transaction identified, Due to the inabilitiy 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, Louisana, 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 31,2006
Sales for the twelve months ended March 31, 2006 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, 2006 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, 2006 remained the same at $0,as compared to $0 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, 2006 remained the same at $0 as compared to $0 for the same period a year ago.
Net loss remained the same at $0 or $0.00 per share for the twelve months ended December 31, 2006 as compared to none or $0.00 per share for the same period a year ago.
Liquidity and Capital Resources
During the twelve months ended December 31, 2006 the Company utilized all of its cash generated from operations to purchase property, equipment and invest in additional inventory as discussed below. The Company's management believes that current working capital, cash flows from operations will be sufficient to fund the Company's operations through at least the next twelve months.
Accounts Receivable at December 31, 2006 remained the same at $0 as compared to $0 at December 31, 2005.
As of December 31, 2006 the Company had no material commitments for capital expenditures or inventory purchases other than purchase orders issued in the normal course of business.
The Company's growth, whether internal or through acquisitions, requires significant capital investment infrastructure.
For the remainder of 2006 and throughout the year 2007, the Company's business strategy continue to focus on increasing stockholder value by rasing 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 wiil 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.
Item 8. Financial Statements and Supplementary Data ------------------------------------------------------------------------------
Filed herewith are the Company's audited financial statements for the years ended December 31, 2005 and 2006.
------------------------------------------------------------------------------ Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ------------------------------------------------------------------------------
None.
PART III
------------------------------------------------------------------------------ Item 10.
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 Interm 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.
Item 11. Executive Compensation ------------------------------------------------------------------------------
No executive officer or director of the Company received compensation in or during its fiscal years ended December 31, 2005 and 2006. David R. Pressler, the President of the Company, received no compensation in 2005 and 2006.
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.
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 0.022% 2500 West Loop South Suite 304 Houston, Texas 77027
LMJ Holdings, Inc. Common Stock 35,535,296 79.79% 510 Saint James Place Suite 110 Houston, Texas 77057
Cede & Co. Common Stock 4,997,724 11.22% 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.
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.
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 Flecther, 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 memebership interested of Resource Protection which were transferred to us. In return, Rsource Prtection 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 Massachusettes 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 trasaction 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 thatthe shares of Buchanan Electric were never transferred to RPM in exchange for the RPM shares pursuant to the transaction identified, Due to the inabilitiy 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...........................
Consolidated Balance Sheets..............................
Consolidated Statements of Operations....................
Consolidated Statements of Shareholders' Equity..........
Consolidated Statements of Cash Flows....................
Notes to Consolidated Financial Statements...............
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
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 U.S. generally accepted auditing standards as well as standards required by the Public Companies Accounting Oversight Board. 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 2 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 1.
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. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31 December 31 2006 2005 (Audited) 	 (Audited) ------------ ------------
			Assets
Current asset:
	Cash and Cash Equivalents			0		0
		Total Current Assets			0		0
		Total assets				0 		0
	Liabilities and Stockholders' Equity
Liabilities:
Accounts Payable					51,950 		50,950
	Total liabilities				$51,950		$50,950
Equity:
Common Stock						50,253		50,253 Additional Paid In Capital				6,799,124	6,799,124 Accumulated Deficit					(6,900,377)	(6,850,227)
	Total shareholders' equity			($51,950)	($50,950)
	Total liabilities and shareholders' equity	$0		$0
RPM ADVANTAGE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (AUDITED)
	Revenues:
	Fees				0 	Less: Cost of Sales		0
		Total Revenues		$0
	Expenses:
	General & Administrative	51,950 	Depreciation			0
		Total Expenses		$51,950
		Net Income		($51,950)
	Revenues:
	Fees				0 	Less: Cost of Sales		0
		Total Revenues		$0
	Expenses:
	General & Administrative	1000 	Depreciation			0
		Total Expenses		$1000
		Net Income		($1000)
			RPM ADVANTAGE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED)
For the Year Ended December 31 2006 2005 (Audited) (Audited) ------------ ------------
	OPERATING ACTIVITIES:
	 Net Loss					(51,950)	(50,950)
	Changes in assets & liabilities: 	 Accounts payable				51,950 		50,950
	NET CASH PROVIDED BY OPERATING ACTIVITIES	0 		0
	FINANCING ACTIVITIES:				0		0
	INCREASE IN CASH				0		0
	CASH - BEGINNING OF YEAR			0		0
	CASH - END OF YEAR				0		0
			 RPM ADVANTAGE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQITY FOR THE YEARS ENDED DECEMBER 31, 2006, AND 2005 (AUDITED)
	Balance - Beginning of Year		6,850,277
	Net Loss				(51,950)
	Additional Paid In Capital		6,799,124
	Accumulated (deficit)			(6,900,377)
	Balance - End of Year			(51,950)
	Balance - Beginning of Year		6,849,377
	Net Loss				(50,950)
	Additional Paid In Capital		6,799,124
	Accumulated (deficit)			(6,850,277)
	Balance - End of Year			(50,950)
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RPM ADVANTAGE, Inc. (A Development Stage Company) Notes to 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 Presention
RPM Advantage, Inc., (formerly RPM ADVANTAGE,Inc.) was organized in the state of Utah on September 21, 1970 and re-incorporated in Neveda in April 2006.
The Company is a independent operator in the Exploration and Production (E & P) segement of oil an gas industry. The Company. The 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 enchanced 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 Securites 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 	flowsexpected 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 leveland 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. The allowance for 	doubtful accounts at December 31 2006 	is $1000.00.
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 	2006-2020	 	$6,849,377		2020
Current Tax Asset Value of Net Operating Loss Carry forwards At Current Prevailing Federal Tax Rate (33.9%)	$2,321,938 Evaluation Allowance (33.9%)		$2,321,938 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 $50,000 for these matters.
Note #5 Stockholders' Equity
As of December 31, 2006, there was approximately 44,535,000 of $.001 Shares of common stock outstanding. The company has no outstanding warrants or stock based compensation to account for as of December 31, 2006.
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 8 Accounts Receivables
The acounts receivables for the reported periods are
DECEMBER 31 DECEMBER 31 2006 2005 (AUDITED) (AUDITED) ------------- ------------ 0	 0
Note 10 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 Flecther, 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 Mangement, 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 Mangement, 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 memebership interested of Resource Protection which were transferred to us. In return, Rsource Prtection 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 RPM ADVANTAGE, 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 Massachusettes 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 trasaction 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 thatthe shares of Buchanan Electric were never transferred to RPM in exchange for the RPM shares pursuant to the transaction identified, Due to the inabilitiy 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