<pre>
As filed with the
Securities and Exchange Commission On April 23, 2004
                                                Registration No.333-___________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM S-8
                           REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             RPM TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)

               Delaware                           36-4391958
        (State or other jurisdiction            (I.R.S. Employer
      of incorporation or organization)         identification No.)

                     21061 West Braxton, Plainfield, IL 60544
                 (Address of principal executive offices-Zip code)

               Randy Zych, 21061 West Braxton, Plainfield, Illinois 60544
                (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service:   (815) 293-1190

Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the Registration Statement becomes effective.
<table>
                                     CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be   Proposed Maximum   Proposed Maximum Aggregate   Amount of
to be registered     Registered       Offering Price        Offering Price (1)    Registration Fee
                                      Per Share (1)
-------------------  ------------   -----------------  -------------------------  ----------------
<C>		     <C>            <C>                <C>                        <C>
Common Stock           750,000          $.55               $412,500                  $52.26
par value

(1)  Computed pursuant to Rule 457(c) on the basis of the average of the
     high and low prices per share as reported for such securities on
     the NASD's OTC Bulletin Board on April 22, 2004.
</table>

<page>i


                              EXPLANATORY NOTE

         This registration statement covers 750,000 shares of common stock,
no par value per share, of RPM Technologies, Inc., that were issued under a
Consulting Agreement dated as of January 6, 2003, between RPM
Technologies, Inc. and Lone Wolf Business Services.

         This registration statement contains two parts. Part I contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 in accordance
with Instruction C of the General Instructions to Form S-8. Subject to the
volume limitations of Rule 144(e) of the Securities Act of 1933, the reoffer
prospectus may be used for reoffers or resales on a continuous or delayed basis
in the future of the 750,000 shares of common stock issued under the
above-described Consulting Agreement. Part II contains information required in
this registration statement under Part II of Form S-8.

<page>ii



                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act of 1933, we will provide to Mr. Andrew Pitt the documents containing
the information specified in Part I, Items 1 and 2. We will furnish without
charge to any person, upon written or oral request of such person, a copy
of each document incorporated by reference in Item 3 of Part II of this
registration statement, which documents are incorporated by reference in
the Section 10(a) prospectus, and any other documents required to be
delivered to Mr. Pitt under Rule 428(b) of the Securities Act of 1933.
Requests should be directed to RPM Technologies, Inc., 21061 West Braxton,
Plainfield, Illinois 60544 Attention: Corporate Administrator. Our
telephone number is (815) 293-1190. The reoffer prospectus follows this
paragraph.

<page>iii


                                 PROSPECTUS

                            RPM Technologies, Inc.

                         750,000 Shares of Common Stock

         The shares of RPM Technologies, Inc. common stock being offered
under this prospectus are being offered by Andrew Pitt for his own
account. Our common stock trades on the NASD's OTC Bulletin Board under the
symbol "RPMM." On April 13, 2004, the high and low sale prices for a
share of our common stock were $.32 and $.52, respectively.

         The mailing address and the telephone number of our principal executive
offices are 21061 West Braxton, Plainfield, IL 60544, (815) 293-1190.

                              ---------------------

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                  PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 3.

                              ---------------------

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not
authorized anyone to provide any prospective investor with information
different from that contained in this prospectus, and no reliance should be
placed on any such representation, whether it be in writing or oral.

                              ---------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is April 23, 2004.

<page> 1


                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Risk Factors...............................................................  3
Special Note Regarding Forward-Looking Statements..........................  6
Use of Proceeds............................................................  6
Selling Security Holder....................................................  8
Plan of Distribution.......................................................  9
Transfer Agent and Registrar...............................................  9
Legal Matters..............................................................  9
Experts....................................................................  9
Where You Can Find More Information........................................  9
Incorporation of Documents by Reference.................................... 10

<page> 2


                              RISK FACTORS

         An investment in our common stock involves a high degree of risk.
In addition to the other information in this prospectus, an investor should
carefully consider the following risk factors before deciding to invest in
shares of our common stock. If any of the following risks actually occurs,
it is likely that our business, financial condition and operating results
would be harmed. As a result, the trading price of our common stock could
decline, and an investor could lose part or all of your investment. Investors
should rely only on the information contained in this prospectus. We have not
authorized anyone to provide any prospective investor with information
different from that contained in this prospectus, and no reliance should be
placed on any such representation, whether it be in writing or oral.

                        RISKS RELATED TO OUR BUSINESS

     WE HAVE LIMITED HISTORY OF REVENUES, HAVE INCURRED SIGNIFICANT LOSSES,
     EXPECT CONTINUED LOSSES AND MAY NEVER ACHIEVE PROFITABILITY. IF WE
     CONTINUE TO INCUR LOSSES, WE MAY HAVE TO CURTAIL OUR OPERATIONS, WHICH MAY
     PREVENT US FROM SUCCESS.

         We have limited history of revenues, have not been profitable and
expect continued losses. Historically, we have relied upon cash from
financing activities to fund all of the cash requirements of our activities
and have incurred significant losses and experienced negative cash flow. As
of year ended December 31, 2003, we had an accumulated deficit of approximately
$8,993,101. For our fiscal year ended December 31, 2003, we incurred a net
loss of $711,018. We cannot predict when we will become profitable or if
we ever will become profitable, and we may continue to incur losses for an
indeterminate period of time and may never achieve or sustain
profitability.

     WITHOUT SUBSTANTIAL ADDITIONAL FINANCING, WE MAY BE UNABLE TO ACHIEVE THE
     OBJECTIVES OF OUR CURRENT BUSINESS STRATEGY, WHICH COULD FORCE US TO DELAY,
     CURTAIL OR ELIMINATE OUR PRODUCT AND SERVICE DEVELOPMENT PROGRAMS.

         If we are unable to obtain this financing, we could be forced to
delay, curtail or eliminate certain product and service development
programs. In addition, our inability to obtain financing could have such a
material adverse effect on our business, prospects, results of operations
or financial condition, that we may be forced to restructure, file for
bankruptcy, sell assets or cease operations entirely, any of which could
jeopardize an investment in our common stock.

     WE NEED AND MAY BE UNABLE TO OBTAIN ADDITIONAL FINANCING ON SATISFACTORY
     TERMS, WHICH MAY REQUIRE US TO ACCEPT FINANCING ON BURDENSOME TERMS THAT
     MAY CAUSE SUBSTANTIAL DILUTION TO OUR SHAREHOLDERS AND IMPOSE ONEROUS
     FINANCIAL RESTRICTIONS ON OUR BUSINESS.


         We require additional financing. Deteriorating global economic
conditions may cause prolonged declines in investor confidence in and
accessibility to capital markets. Future financing on terms that are practical
may not be available. This financing may also dilute existing shareholders'
equity. Any debt financing or other financing of securities senior to our
common stock will likely include financial and other covenants that will
restrict our flexibility. At a minimum, we expect these covenants to include
restrictions on our ability to pay dividends on our common stock. Any failure
to comply with these covenants would have a material adverse effect on our
business, prospects, financial condition and results of operations because we
could lose any then-existing sources of financing and our ability to secure new
sources of financing may be impaired.

<page>3

                    RISKS RELATED TO THIS OFFERING

     SHARES OF OUR COMMON STOCK ELIGIBLE OR TO BECOME ELIGIBLE FOR PUBLIC
     SALE COULD ADVERSELY AFFECT OUR STOCK PRICE AND MAKE IT DIFFICULT FOR
     US TO RAISE ADDITIONAL CAPITAL THROUGH SALES OF EQUITY SECURITIES.

         As of April 16, 2004, we had outstanding approximately
15,394,156 shares of common stock, of which all but approximately
13,441,156 shares, which number includes the shares offered under this
prospectus, were unrestricted under the Securities Act of 1933.
Sales of a substantial number of shares of our common stock in the public
market, or the perception that sales could occur, could adversely affect
the market price of our common stock. Any adverse effect on the market
price of our common stock could make it difficult for us to raise
additional capital through sales of equity securities at a time and at a
price that we deem appropriate.


     OUR COMMON STOCK PRICE IS SUBJECT TO SIGNIFICANT VOLATILITY, WHICH COULD
     RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS AND IN LITIGATION AGAINST US.

         The stock market as a whole and individual stocks historically
have experienced extreme price and volume fluctuations, which often have
been unrelated to the performance of the related corporations. During the
quarter ended March 31, 2004, the high and low closing sale prices for a
share of our common stock were $0.28 and $0.58, respectively. The market
price of our common stock may exhibit significant fluctuations in the
future response to various factors, many of which are beyond our control
and which include:

         o         variations in our quarterly operating results, which
                   variations could result from, among other things,
                   changes in the needs of one or more of our customers;

         o         changes in market valuations of similar companies and
                   stock market price and volume fluctuations generally;

         o         economic conditions specific to the industries in which
                   we operate;

         o         announcements by us or our competitors of new or
                   enhanced products, technologies or services or
                   significant contracts, acquisitions, strategic
                   relationships, joint ventures or capital commitments;

         o         regulatory developments;

         o         additions or departures of key personnel; and

         o         future sales of our common stock or other debt or equity
                   securities.

<page>4

         If our operating results in future quarters fall below the
expectations of market makers, securities analysts and investors, the price
of our common stock likely will decline, perhaps substantially. In the
past, securities class action litigation often has been brought against a
company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources. Consequently, the price
at which you purchase shares of our common stock may not be indicative of
the price that will prevail in the trading market. You may be unable to
sell your shares of common stock at or above your purchase price, which may
result in substantial losses to you.



     BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF TRADING
     ACTIVITY IN OUR STOCK MAY BE REDUCED.

         Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by penny stock rules adopted by the Securities and
Exchange Commission and by the Compliance materials or in-house rules and
regulations of most broker-dealers. Penny stocks, like shares of our common
stock, generally are equity securities with a price of less than $5.00 (other
than
securities registered on certain national securities exchanges or quoted on
Nasdaq). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-
dealer and its salesperson in the transaction, and, if the broker-dealer is
the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market, and monthly account
statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities
to persons other than established customers and "accredited investors" must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement
to the transaction. Consequently, these requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for
a security subject to the penny stock rules, and investors in our common
stock may find it difficult to sell their shares.

     OUR PREFERRED STOCK MAY DELAY OR PREVENT A TAKEOVER OF RPM,
     POSSIBLY PREVENTING YOU FROM OBTAINING HIGHER STOCK PRICES FOR YOUR
     SHARES.

         Our board of directors has the authority to issue up to 50,000,000
shares of preferred stock and to fix the rights, preferences, privileges
and restrictions, including voting rights of those shares, without any
further vote or action by our shareholders. Of these shares, 500,000 shares
have been designated as Class A Preferred Stock. The rights of the holders
of our common stock are subject to the rights of the holders of our
outstanding preferred stock and will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that we may
issue in the future. The issuance of preferred stock, while providing
desired flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of our outstanding voting stock, which
would delay, defer or prevent a change in control of RPM.
Furthermore, preferred stock may have other rights, including economic
rights senior to the common stock, and, as a result, the issuance of
preferred stock could adversely affect the market value of our common
stock.

              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This document contains forward-looking statements, including
among others:

        o       our product development activities;

        o       our business strategy for establishing a presence in the AMR
                market;

        o       anticipated trends in our financial condition and results of
                operations; and

        o       our ability to distinguish ourselves from our current and
                future competitors.

        You can identify forward-looking statements generally by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"intends," "plans," "should," "could," "seeks," "pro forma," "anticipates,"
"estimates," "continues," or other variations thereof, including their use
in the negative, or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the
captions "Risk Factors," "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business,"
as well as captions elsewhere in this prospectus. A number of factors could
cause results to differ materially from those anticipated by forward-
looking statements, including those discussed under "Risk Factors" and
"Business."

<page>5

        These forward-looking statements necessarily depend upon
assumptions and estimates that may prove to be incorrect. Although we
believe that the assumptions and estimates reflected in the forward-looking
statements are reasonable, we cannot guarantee that we will achieve our
plans, intentions or expectations. The forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause
actual results to differ in significant ways from any future results
expressed or implied by the forward-looking statements.

                             USE OF PROCEEDS

        We will not receive any of the proceeds from the sale of the shares
of common stock offered by the selling security holder.

                          SELLING SECURITY HOLDER

         The following table sets forth information as of April 16, 2004
with respect to the beneficial ownership of our common stock both before
and immediately following the offering by the selling security holder. The
following calculations of the percent of outstanding shares are based on
15,394,156 shares of our common stock outstanding as of the date of the
table. Beneficial ownership includes shares issuable upon exercise of
warrants and options that are exercisable within sixty days of the date of
the table. Beneficial ownership and, accordingly, percent of class
ownership, are calculated according to Securities and Exchange Commission
Rule 13d-3.

         The shares of common stock being offered under this prospectus may
be offered for sale from time to time during the period the registration
statement of which this prospectus is a part remains effective, by or for
the account of the selling security holder. All of the shares being offered
under this prospectus were issued in a private placement transaction under
the terms of a Consulting Agreement dated as of January 6, 2003 by and
between us and the selling security holder.

<page>6

         We will not receive any of the proceeds from the sale of the
shares of common stock offered by the selling security holder.
<table>

                                                Shares of Class              Shares of
                                                Beneficially                 Class Being        Shares of Class
Name and Address of              Title of       Owned Prior                  offered Under      Beneficially Owned
of Beneficial Owner              Class          Prior to this Offering       this Prospectus    After this Offering(1)
__________________________      ________        _________________________    ________________   __________________________
<C>                             <C>             <C>              <C>          <C>               <C>            <C>
                                                Number           Percent                        Number         Percent
                                                ------           -------                        ------         -------
Andrew Pitt
112215 Everglade Street
Los Angeles, California 90066...Common          750,000           4.87%        750,000           --              --
---------------
(1)      Assumes all shares of class being offered are sold.

</table>

<page>7
                            PLAN OF DISTRIBUTION

         The selling security holder and any of his donees, pledgees, assignees
and other successors-in-interest may, from time to time, sell any or all of
his shares of our common stock being offered under this prospectus on any
stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales, which may include block transactions, may be
at fixed or negotiated prices. The selling security holder may use any one or
more of the following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resales by the
                  broker-dealer for its own account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        short sales, which are contracts for the sale of shares of
                  stock that the seller does not own, or certificates for which
                  are not within his control, so as to be available for delivery
                  at the time when, under applicable rules, delivery must be
                  made;

         o        transactions to cover short sales;

         o        broker-dealers may agree with the selling security holder to
                  sell a specified number of shares at a stipulated price per
                  share;

         o        a combination of any of these methods of sale; or

         o        any other method permitted by applicable law

         The sale price to the public may be:

         o        the market price prevailing at the time of sale;

         o        a price related to the prevailing market price;

         o        at negotiated prices; or

         o        such other price as the selling security holder determines
                  from time to time.

The selling security holder shall have the sole and absolute discretion not
to accept any purchase offer or make any sale of shares if he deems the
purchase price to be unsatisfactory at any particular time.

         Broker-dealers engaged by the selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The selling security holder has not indicated to
us that he expects these commissions and discounts to exceed what is customary
in the types of transactions involved.

         The selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

<page>8

         The selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
the selling security holder has not entered into any agreement with a
prospective underwriter, and there is no assurance as to whether any such
agreement will be entered into. If the selling security holder enters into such
an agreement or agreements, the relevant details will be set forth in a
supplement or revisions to this prospectus.

         The selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations under that act, including, without
limitation, Regulation M. These provisions may restrict certain activities
of, and limit the timing of purchases and sales of any of the shares by,
the selling security holder or any other such person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time
prior to the commencement of such distributions, subject to specified
exceptions or exemptions. All of these limitations may affect the
marketability of the shares.

         We have agreed to pay all fees and expenses incident to the
registration of the shares.

                       TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is
Securities Transfer Corporation Stock Transfer, Inc. Its telephone number
is (469) 633-0101.

                               LEGAL MATTERS

         The validity of the shares of common stock offered under this
prospectus will be passed upon by Arnold Y. Steinberg, P.C., Attorney and
Counselor at Law, 1420 Center Avenue, Suite 1306, Pittsburgh, PA 15219.

                                  EXPERTS

         The consolidated financial statements of RPM Technologies, Inc.
for the years ended December 31, 2002 and 2003 incorporated by
reference into this prospectus have been audited by S. W. Hatfield, CPA,
independent certified public accountants, to the extent and for the periods
set forth in that firm's report, are incorporated in this prospectus in
reliance upon the report given upon the authority of S.W. Hatfield, CPA as
experts in auditing and accounting.

                    WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules
and regulations promulgated under the Securities Act, with respect to the
common stock offered under this prospectus. This prospectus, which
constitutes a part of the registration statement, does not contain all of
the information contained in the registration statement and the exhibits
and schedules to the registration statement. While material elements of the
contracts and documents referenced in this prospectus are contained in this
prospectus, statements contained in this prospectus as to the contents of
any contract or other document referred to are not necessarily complete,
and in each instance reference is made to the full text of the contract or
other document, which is filed as an exhibit to the registration statement.

         For further information with respect to us and the common stock offered
under this prospectus, reference is made to the registration statement and
its exhibits and schedules. The registration statement, including its
exhibits and schedules, may be inspected without charge at the Public
Reference Room maintained by the Securities and Exchange Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of such documents may be
obtained from the Securities and Exchange Commission upon the payment of
the charges prescribed by the Securities and Exchange Commission. The
public may obtain information on the operation of the Public Reference Room
by calling the Securities and Exchange Commission at 1-800-SEC-0330 and this
information is hereby incorporated by reference.

<page>9

         The Securities and Exchange Commission maintains an Internet web
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Securities
and Exchange Commission. The Securities and Exchange Commission's web site
address is http://www.sec.gov. Our web site address is
http://www.rpmtechnologiesinc.com.

         All trademarks or trade names referred to in this prospectus are the
property of their respective owners.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by reference is
considered to be a part of this prospectus. We incorporate by reference the
documents listed below and all documents we subsequently file with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the termination of the offering
covered by this prospectus:

     o    Our annual report on Form 10-KSB for the fiscal year ended
          December 31, 2003 (File No. 000-31291), filed with the Securities
          and Exchange Commission on March 23, 2004.

         Any statement in a document incorporated or deemed to be incorporated
by reference in this prospectus is deemed to be modified or superseded to the
extent that a statement contained in this prospectus, or in any other document
we subsequently file with the Securities and Exchange Commission, modifies or
supersedes that statement. If any statement is modified or superseded, it does
not constitute a part of this prospectus, except as modified or superseded.

         We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                             RPM Technologies, Inc.
                              21061 West Braxton
                             Plainfield, IL 60544
                      ATTENTION: CORPORATE ADMINISTRATOR
                          TELEPHONE: (815) 293-1190

 <page>10

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       Incorporation of Documents by Reference.
              ----------------------------------------

         We incorporate the following documents by reference in this
registration statement:

     o    Our annual report on Form 10-KSB for the fiscal year ended
          December 31, 2003 (File No. 000-31291), filed with the Securities
          and Exchange Commission on March 23, 2004.

         All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and shall be a part
of this registration statement from the date of filing such documents.

         For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.       Description of Securities.
              --------------------------

         Not Applicable.

ITEM 5.       Interests of Named Experts and Counsel.
              ---------------------------------------

         Not Applicable.


ITEM 6.       Indemnification of Directors and Officers.
              ------------------------------------------
        Our articles of incorporation and bylaws limit the liability of our
directors to the fullest extent permitted by the Delaware General Corporation
Law, 145, or any other applicable provision.  Generally, Delaware General
Corporation Law permits the indemnification of officers, directors, employees
and agents from any threatened, pending or completed action, suit or
proceeding, whether civil or criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation and from judgments, expenses, fines, and settlements so long as
such person was acting in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interest of the corporation, or
had no reasonable cause to believe that such conduct was unlawful.  In
addition, our articles of incorporation provide that we will indemnify our
directors and officers to the fullest extent permitted by such law.  We believe
that these provisions are necessary to attract and retain qualified directors
and officers.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and, is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,

<page>II-1

unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

ITEM 7 .      Exemption from Registration Claimed.
              ------------------------------------

         Exemption from the registration provisions of the Securities Act of
1933 for the issuance of the shares being offered pursuant to the reoffer
prospectus contained in this registration statement is claimed under
Section 4(2) of the Securities Act of 1933, among others, on the basis that
such transaction did not involve any public offering and the purchaser was
sophisticated with access to the kind of information registration would
provide.

ITEM 8.       Exhibits.
              ---------


         4.1      Consulting Agreement dated as of January 6, 2003 by and
                  between RPM Technologies, Inc. and Andrew Pitt

         5.1      Opinion of Arnold Y. Steinberg, P.C.

        23.1      Consent of S.W. Hatfield, CPA

        23.2      Consent of Arnold Y. Steinberg, P.C.

        24.1      Power of Attorney (included on the signature page hereof)
                  of this registration statement)

<page>II-2

ITEM 9.       Undertakings.
              -------------

         RPM Technologies, Inc. hereby undertakes:

         (1)      To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(unless the information required by paragraphs (i) and (ii) below is
contained in periodic reports filed with or furnished by RPM Technologies,
Inc. to the Securities and Exchange Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this registration statement):

                  (i)    To include any prospectus required by section
          10(a)(3) of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
          which, individually or together, represent a fundamental change
          in the information in the registration statement; and
          notwithstanding the foregoing, any increase or decrease in volume
          of securities offered (if the total dollar value of securities
          offered would not exceed that which was registered) and any
          deviation from the low or high end of the estimated maximum
          offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in the volume and price represent no more than a 20%
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          registration statement; and

                 (iii)  To include any additional or changed material
          information on the plan of distribution.

         (2)      For determining under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial
bona fide offering.

         (3)      To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.

<page>II-3

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Will, State of Illinois, on April 23, 2004.


                                 RPM Technologies, Inc.,
                                 a Delaware corporation


                                 By:  /S/ RANDY ZYCH
                                     -----------------------------------------
                                     Randy Zych, Chairman of the Board and
                                     Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Randy Zych his attorney-in-
fact and agent,  with the power of substitution and resubstitution, for him
and in his name, place or stead, in any and all capacities, to sign any
amendment to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting to the
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and ratifying and
confirming all that the attorney-in-fact and agent, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, including a
majority of the board of directors, in the capacities and on the date indicated.

Signature                 Title                               Date

/S/ RANDY ZYCH
---------------
Randy Zych      President, Chairman, and Director       April 23, 2004

/S/CHARLES FOERG
----------------
Charles Foerg   Secretary, Treasurer and Director       April 23, 2004

/S/ DAVID LADE
--------------
David Lade      Chief Financial Officer and Director    April 23, 2004

<page>II-4



                                  EXHIBIT INDEX

  Exhibit No.     Description
  -----------     -----------

         4.1      Consulting Agreement dated as of January 6, 2003 by and
                  between RPM Technologies, Inc. and Andrew Pitt

         5.1      Opinion of Arnold Y. Steinberg, P.C.

        23.1      Consent of S.W. Hatfield, CPA

        23.2      Consent of Arnold Y. Steinberg, P.C.

        24.1      Power of Attorney (included on the signature page hereof)
[{"type": "S-8", "sequence": "1", "filename": "s8ap.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 42116}]
{"company-data": {"conformed-name": "RPM TECHNOLOGIES INC", "cik": "0001099150", "assigned-sic": "3089", "irs-number": "364391958", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114806", "film-number": "04752000"}, "business-address": {"street1": "21061 WEST BRAXTON", "street2": "SUITE 800", "city": "PLAINFIELD", "state": "IL", "zip": "60544", "phone": "815-293-1190"}, "mail-address": {"street1": "21061 WEST BRAXTON", "street2": "SUITE 800", "city": "PLAINFIELD", "state": "IL", "zip": "60544"}}
As filed with the
Securities and Exchange Commission On April 23, 2004
                                                Registration No.333-___________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM S-8
                           REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             RPM TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)

               Delaware                           36-4391958
        (State or other jurisdiction            (I.R.S. Employer
      of incorporation or organization)         identification No.)

                     21061 West Braxton, Plainfield, IL 60544
                 (Address of principal executive offices-Zip code)

               Randy Zych, 21061 West Braxton, Plainfield, Illinois 60544
                (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service:   (815) 293-1190

Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the Registration Statement becomes effective.

                                     CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be   Proposed Maximum   Proposed Maximum Aggregate   Amount of
to be registered     Registered       Offering Price        Offering Price (1)    Registration Fee
                                      Per Share (1)
-------------------  ------------   -----------------  -------------------------  ----------------
Common Stock           750,000          $.55               $412,500                  $52.26
par value

(1)  Computed pursuant to Rule 457(c) on the basis of the average of the
     high and low prices per share as reported for such securities on
     the NASD's OTC Bulletin Board on April 22, 2004.
i

                              EXPLANATORY NOTE

         This registration statement covers 750,000 shares of common stock,
no par value per share, of RPM Technologies, Inc., that were issued under a
Consulting Agreement dated as of January 6, 2003, between RPM
Technologies, Inc. and Lone Wolf Business Services.

         This registration statement contains two parts. Part I contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 in accordance
with Instruction C of the General Instructions to Form S-8. Subject to the
volume limitations of Rule 144(e) of the Securities Act of 1933, the reoffer
prospectus may be used for reoffers or resales on a continuous or delayed basis
in the future of the 750,000 shares of common stock issued under the
above-described Consulting Agreement. Part II contains information required in
this registration statement under Part II of Form S-8.
ii

                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act of 1933, we will provide to Mr. Andrew Pitt the documents containing
the information specified in Part I, Items 1 and 2. We will furnish without
charge to any person, upon written or oral request of such person, a copy
of each document incorporated by reference in Item 3 of Part II of this
registration statement, which documents are incorporated by reference in
the Section 10(a) prospectus, and any other documents required to be
delivered to Mr. Pitt under Rule 428(b) of the Securities Act of 1933.
Requests should be directed to RPM Technologies, Inc., 21061 West Braxton,
Plainfield, Illinois 60544 Attention: Corporate Administrator. Our
telephone number is (815) 293-1190. The reoffer prospectus follows this
paragraph.
iii

                                 PROSPECTUS

                            RPM Technologies, Inc.

                         750,000 Shares of Common Stock

         The shares of RPM Technologies, Inc. common stock being offered
under this prospectus are being offered by Andrew Pitt for his own
account. Our common stock trades on the NASD's OTC Bulletin Board under the
symbol "RPMM." On April 13, 2004, the high and low sale prices for a
share of our common stock were $.32 and $.52, respectively.

         The mailing address and the telephone number of our principal executive
offices are 21061 West Braxton, Plainfield, IL 60544, (815) 293-1190.

                              ---------------------

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                  PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 3.

                              ---------------------

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not
authorized anyone to provide any prospective investor with information
different from that contained in this prospectus, and no reliance should be
placed on any such representation, whether it be in writing or oral.

                              ---------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is April 23, 2004.
1

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Risk Factors...............................................................  3
Special Note Regarding Forward-Looking Statements..........................  6
Use of Proceeds............................................................  6
Selling Security Holder....................................................  8
Plan of Distribution.......................................................  9
Transfer Agent and Registrar...............................................  9
Legal Matters..............................................................  9
Experts....................................................................  9
Where You Can Find More Information........................................  9
Incorporation of Documents by Reference.................................... 10
2

                              RISK FACTORS

         An investment in our common stock involves a high degree of risk.
In addition to the other information in this prospectus, an investor should
carefully consider the following risk factors before deciding to invest in
shares of our common stock. If any of the following risks actually occurs,
it is likely that our business, financial condition and operating results
would be harmed. As a result, the trading price of our common stock could
decline, and an investor could lose part or all of your investment. Investors
should rely only on the information contained in this prospectus. We have not
authorized anyone to provide any prospective investor with information
different from that contained in this prospectus, and no reliance should be
placed on any such representation, whether it be in writing or oral.

                        RISKS RELATED TO OUR BUSINESS

     WE HAVE LIMITED HISTORY OF REVENUES, HAVE INCURRED SIGNIFICANT LOSSES,
     EXPECT CONTINUED LOSSES AND MAY NEVER ACHIEVE PROFITABILITY. IF WE
     CONTINUE TO INCUR LOSSES, WE MAY HAVE TO CURTAIL OUR OPERATIONS, WHICH MAY
     PREVENT US FROM SUCCESS.

         We have limited history of revenues, have not been profitable and
expect continued losses. Historically, we have relied upon cash from
financing activities to fund all of the cash requirements of our activities
and have incurred significant losses and experienced negative cash flow. As
of year ended December 31, 2003, we had an accumulated deficit of approximately
$8,993,101. For our fiscal year ended December 31, 2003, we incurred a net
loss of $711,018. We cannot predict when we will become profitable or if
we ever will become profitable, and we may continue to incur losses for an
indeterminate period of time and may never achieve or sustain
profitability.

     WITHOUT SUBSTANTIAL ADDITIONAL FINANCING, WE MAY BE UNABLE TO ACHIEVE THE
     OBJECTIVES OF OUR CURRENT BUSINESS STRATEGY, WHICH COULD FORCE US TO DELAY,
     CURTAIL OR ELIMINATE OUR PRODUCT AND SERVICE DEVELOPMENT PROGRAMS.

         If we are unable to obtain this financing, we could be forced to
delay, curtail or eliminate certain product and service development
programs. In addition, our inability to obtain financing could have such a
material adverse effect on our business, prospects, results of operations
or financial condition, that we may be forced to restructure, file for
bankruptcy, sell assets or cease operations entirely, any of which could
jeopardize an investment in our common stock.

     WE NEED AND MAY BE UNABLE TO OBTAIN ADDITIONAL FINANCING ON SATISFACTORY
     TERMS, WHICH MAY REQUIRE US TO ACCEPT FINANCING ON BURDENSOME TERMS THAT
     MAY CAUSE SUBSTANTIAL DILUTION TO OUR SHAREHOLDERS AND IMPOSE ONEROUS
     FINANCIAL RESTRICTIONS ON OUR BUSINESS.

         We require additional financing. Deteriorating global economic
conditions may cause prolonged declines in investor confidence in and
accessibility to capital markets. Future financing on terms that are practical
may not be available. This financing may also dilute existing shareholders'
equity. Any debt financing or other financing of securities senior to our
common stock will likely include financial and other covenants that will
restrict our flexibility. At a minimum, we expect these covenants to include
restrictions on our ability to pay dividends on our common stock. Any failure
to comply with these covenants would have a material adverse effect on our
business, prospects, financial condition and results of operations because we
could lose any then-existing sources of financing and our ability to secure new
sources of financing may be impaired.
3

                    RISKS RELATED TO THIS OFFERING

     SHARES OF OUR COMMON STOCK ELIGIBLE OR TO BECOME ELIGIBLE FOR PUBLIC
     SALE COULD ADVERSELY AFFECT OUR STOCK PRICE AND MAKE IT DIFFICULT FOR
     US TO RAISE ADDITIONAL CAPITAL THROUGH SALES OF EQUITY SECURITIES.

         As of April 16, 2004, we had outstanding approximately
15,394,156 shares of common stock, of which all but approximately
13,441,156 shares, which number includes the shares offered under this
prospectus, were unrestricted under the Securities Act of 1933.
Sales of a substantial number of shares of our common stock in the public
market, or the perception that sales could occur, could adversely affect
the market price of our common stock. Any adverse effect on the market
price of our common stock could make it difficult for us to raise
additional capital through sales of equity securities at a time and at a
price that we deem appropriate.

     OUR COMMON STOCK PRICE IS SUBJECT TO SIGNIFICANT VOLATILITY, WHICH COULD
     RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS AND IN LITIGATION AGAINST US.

         The stock market as a whole and individual stocks historically
have experienced extreme price and volume fluctuations, which often have
been unrelated to the performance of the related corporations. During the
quarter ended March 31, 2004, the high and low closing sale prices for a
share of our common stock were $0.28 and $0.58, respectively. The market
price of our common stock may exhibit significant fluctuations in the
future response to various factors, many of which are beyond our control
and which include:

         o         variations in our quarterly operating results, which
                   variations could result from, among other things,
                   changes in the needs of one or more of our customers;

         o         changes in market valuations of similar companies and
                   stock market price and volume fluctuations generally;

         o         economic conditions specific to the industries in which
                   we operate;

         o         announcements by us or our competitors of new or
                   enhanced products, technologies or services or
                   significant contracts, acquisitions, strategic
                   relationships, joint ventures or capital commitments;

         o         regulatory developments;

         o         additions or departures of key personnel; and

         o         future sales of our common stock or other debt or equity
                   securities.
4

         If our operating results in future quarters fall below the
expectations of market makers, securities analysts and investors, the price
of our common stock likely will decline, perhaps substantially. In the
past, securities class action litigation often has been brought against a
company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources. Consequently, the price
at which you purchase shares of our common stock may not be indicative of
the price that will prevail in the trading market. You may be unable to
sell your shares of common stock at or above your purchase price, which may
result in substantial losses to you.

     BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF TRADING
     ACTIVITY IN OUR STOCK MAY BE REDUCED.

         Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by penny stock rules adopted by the Securities and
Exchange Commission and by the Compliance materials or in-house rules and
regulations of most broker-dealers. Penny stocks, like shares of our common
stock, generally are equity securities with a price of less than $5.00 (other
than
securities registered on certain national securities exchanges or quoted on
Nasdaq). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-
dealer and its salesperson in the transaction, and, if the broker-dealer is
the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market, and monthly account
statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities
to persons other than established customers and "accredited investors" must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement
to the transaction. Consequently, these requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for
a security subject to the penny stock rules, and investors in our common
stock may find it difficult to sell their shares.

     OUR PREFERRED STOCK MAY DELAY OR PREVENT A TAKEOVER OF RPM,
     POSSIBLY PREVENTING YOU FROM OBTAINING HIGHER STOCK PRICES FOR YOUR
     SHARES.

         Our board of directors has the authority to issue up to 50,000,000
shares of preferred stock and to fix the rights, preferences, privileges
and restrictions, including voting rights of those shares, without any
further vote or action by our shareholders. Of these shares, 500,000 shares
have been designated as Class A Preferred Stock. The rights of the holders
of our common stock are subject to the rights of the holders of our
outstanding preferred stock and will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that we may
issue in the future. The issuance of preferred stock, while providing
desired flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of our outstanding voting stock, which
would delay, defer or prevent a change in control of RPM.
Furthermore, preferred stock may have other rights, including economic
rights senior to the common stock, and, as a result, the issuance of
preferred stock could adversely affect the market value of our common
stock.

              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This document contains forward-looking statements, including
among others:

        o       our product development activities;

        o       our business strategy for establishing a presence in the AMR
                market;

        o       anticipated trends in our financial condition and results of
                operations; and

        o       our ability to distinguish ourselves from our current and
                future competitors.

        You can identify forward-looking statements generally by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"intends," "plans," "should," "could," "seeks," "pro forma," "anticipates,"
"estimates," "continues," or other variations thereof, including their use
in the negative, or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the
captions "Risk Factors," "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business,"
as well as captions elsewhere in this prospectus. A number of factors could
cause results to differ materially from those anticipated by forward-
looking statements, including those discussed under "Risk Factors" and
"Business."
5

        These forward-looking statements necessarily depend upon
assumptions and estimates that may prove to be incorrect. Although we
believe that the assumptions and estimates reflected in the forward-looking
statements are reasonable, we cannot guarantee that we will achieve our
plans, intentions or expectations. The forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause
actual results to differ in significant ways from any future results
expressed or implied by the forward-looking statements.

                             USE OF PROCEEDS

        We will not receive any of the proceeds from the sale of the shares
of common stock offered by the selling security holder.

                          SELLING SECURITY HOLDER

         The following table sets forth information as of April 16, 2004
with respect to the beneficial ownership of our common stock both before
and immediately following the offering by the selling security holder. The
following calculations of the percent of outstanding shares are based on
15,394,156 shares of our common stock outstanding as of the date of the
table. Beneficial ownership includes shares issuable upon exercise of
warrants and options that are exercisable within sixty days of the date of
the table. Beneficial ownership and, accordingly, percent of class
ownership, are calculated according to Securities and Exchange Commission
Rule 13d-3.

         The shares of common stock being offered under this prospectus may
be offered for sale from time to time during the period the registration
statement of which this prospectus is a part remains effective, by or for
the account of the selling security holder. All of the shares being offered
under this prospectus were issued in a private placement transaction under
the terms of a Consulting Agreement dated as of January 6, 2003 by and
between us and the selling security holder.
6

         We will not receive any of the proceeds from the sale of the
shares of common stock offered by the selling security holder.

                                                Shares of Class              Shares of
                                                Beneficially                 Class Being        Shares of Class
Name and Address of              Title of       Owned Prior                  offered Under      Beneficially Owned
of Beneficial Owner              Class          Prior to this Offering       this Prospectus    After this Offering(1)
__________________________      ________        _________________________    ________________   __________________________
Number           Percent                        Number         Percent
                                                ------           -------                        ------         -------
Andrew Pitt
112215 Everglade Street
Los Angeles, California 90066...Common          750,000           4.87%        750,000           --              --
---------------
(1)      Assumes all shares of class being offered are sold.
7
                            PLAN OF DISTRIBUTION

         The selling security holder and any of his donees, pledgees, assignees
and other successors-in-interest may, from time to time, sell any or all of
his shares of our common stock being offered under this prospectus on any
stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales, which may include block transactions, may be
at fixed or negotiated prices. The selling security holder may use any one or
more of the following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resales by the
                  broker-dealer for its own account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        short sales, which are contracts for the sale of shares of
                  stock that the seller does not own, or certificates for which
                  are not within his control, so as to be available for delivery
                  at the time when, under applicable rules, delivery must be
                  made;

         o        transactions to cover short sales;

         o        broker-dealers may agree with the selling security holder to
                  sell a specified number of shares at a stipulated price per
                  share;

         o        a combination of any of these methods of sale; or

         o        any other method permitted by applicable law

         The sale price to the public may be:

         o        the market price prevailing at the time of sale;

         o        a price related to the prevailing market price;

         o        at negotiated prices; or

         o        such other price as the selling security holder determines
                  from time to time.

The selling security holder shall have the sole and absolute discretion not
to accept any purchase offer or make any sale of shares if he deems the
purchase price to be unsatisfactory at any particular time.

         Broker-dealers engaged by the selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The selling security holder has not indicated to
us that he expects these commissions and discounts to exceed what is customary
in the types of transactions involved.

         The selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
8

         The selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
the selling security holder has not entered into any agreement with a
prospective underwriter, and there is no assurance as to whether any such
agreement will be entered into. If the selling security holder enters into such
an agreement or agreements, the relevant details will be set forth in a
supplement or revisions to this prospectus.

         The selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations under that act, including, without
limitation, Regulation M. These provisions may restrict certain activities
of, and limit the timing of purchases and sales of any of the shares by,
the selling security holder or any other such person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time
prior to the commencement of such distributions, subject to specified
exceptions or exemptions. All of these limitations may affect the
marketability of the shares.

         We have agreed to pay all fees and expenses incident to the
registration of the shares.

                       TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is
Securities Transfer Corporation Stock Transfer, Inc. Its telephone number
is (469) 633-0101.

                               LEGAL MATTERS

         The validity of the shares of common stock offered under this
prospectus will be passed upon by Arnold Y. Steinberg, P.C., Attorney and
Counselor at Law, 1420 Center Avenue, Suite 1306, Pittsburgh, PA 15219.

                                  EXPERTS

         The consolidated financial statements of RPM Technologies, Inc.
for the years ended December 31, 2002 and 2003 incorporated by
reference into this prospectus have been audited by S. W. Hatfield, CPA,
independent certified public accountants, to the extent and for the periods
set forth in that firm's report, are incorporated in this prospectus in
reliance upon the report given upon the authority of S.W. Hatfield, CPA as
experts in auditing and accounting.

                    WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules
and regulations promulgated under the Securities Act, with respect to the
common stock offered under this prospectus. This prospectus, which
constitutes a part of the registration statement, does not contain all of
the information contained in the registration statement and the exhibits
and schedules to the registration statement. While material elements of the
contracts and documents referenced in this prospectus are contained in this
prospectus, statements contained in this prospectus as to the contents of
any contract or other document referred to are not necessarily complete,
and in each instance reference is made to the full text of the contract or
other document, which is filed as an exhibit to the registration statement.

         For further information with respect to us and the common stock offered
under this prospectus, reference is made to the registration statement and
its exhibits and schedules. The registration statement, including its
exhibits and schedules, may be inspected without charge at the Public
Reference Room maintained by the Securities and Exchange Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of such documents may be
obtained from the Securities and Exchange Commission upon the payment of
the charges prescribed by the Securities and Exchange Commission. The
public may obtain information on the operation of the Public Reference Room
by calling the Securities and Exchange Commission at 1-800-SEC-0330 and this
information is hereby incorporated by reference.
9

         The Securities and Exchange Commission maintains an Internet web
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Securities
and Exchange Commission. The Securities and Exchange Commission's web site
address is http://www.sec.gov. Our web site address is
http://www.rpmtechnologiesinc.com.

         All trademarks or trade names referred to in this prospectus are the
property of their respective owners.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by reference is
considered to be a part of this prospectus. We incorporate by reference the
documents listed below and all documents we subsequently file with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the termination of the offering
covered by this prospectus:

     o    Our annual report on Form 10-KSB for the fiscal year ended
          December 31, 2003 (File No. 000-31291), filed with the Securities
          and Exchange Commission on March 23, 2004.

         Any statement in a document incorporated or deemed to be incorporated
by reference in this prospectus is deemed to be modified or superseded to the
extent that a statement contained in this prospectus, or in any other document
we subsequently file with the Securities and Exchange Commission, modifies or
supersedes that statement. If any statement is modified or superseded, it does
not constitute a part of this prospectus, except as modified or superseded.

         We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                             RPM Technologies, Inc.
                              21061 West Braxton
                             Plainfield, IL 60544
                      ATTENTION: CORPORATE ADMINISTRATOR
                          TELEPHONE: (815) 293-1190
10

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       Incorporation of Documents by Reference.
              ----------------------------------------

         We incorporate the following documents by reference in this
registration statement:

     o    Our annual report on Form 10-KSB for the fiscal year ended
          December 31, 2003 (File No. 000-31291), filed with the Securities
          and Exchange Commission on March 23, 2004.

         All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and shall be a part
of this registration statement from the date of filing such documents.

         For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.       Description of Securities.
              --------------------------

         Not Applicable.

ITEM 5.       Interests of Named Experts and Counsel.
              ---------------------------------------

         Not Applicable.

ITEM 6.       Indemnification of Directors and Officers.
              ------------------------------------------
        Our articles of incorporation and bylaws limit the liability of our
directors to the fullest extent permitted by the Delaware General Corporation
Law, 145, or any other applicable provision.  Generally, Delaware General
Corporation Law permits the indemnification of officers, directors, employees
and agents from any threatened, pending or completed action, suit or
proceeding, whether civil or criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation and from judgments, expenses, fines, and settlements so long as
such person was acting in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interest of the corporation, or
had no reasonable cause to believe that such conduct was unlawful.  In
addition, our articles of incorporation provide that we will indemnify our
directors and officers to the fullest extent permitted by such law.  We believe
that these provisions are necessary to attract and retain qualified directors
and officers.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and, is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
II-1

unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

ITEM 7 .      Exemption from Registration Claimed.
              ------------------------------------

         Exemption from the registration provisions of the Securities Act of
1933 for the issuance of the shares being offered pursuant to the reoffer
prospectus contained in this registration statement is claimed under
Section 4(2) of the Securities Act of 1933, among others, on the basis that
such transaction did not involve any public offering and the purchaser was
sophisticated with access to the kind of information registration would
provide.

ITEM 8.       Exhibits.
              ---------

         4.1      Consulting Agreement dated as of January 6, 2003 by and
                  between RPM Technologies, Inc. and Andrew Pitt

         5.1      Opinion of Arnold Y. Steinberg, P.C.

        23.1      Consent of S.W. Hatfield, CPA

        23.2      Consent of Arnold Y. Steinberg, P.C.

        24.1      Power of Attorney (included on the signature page hereof)
                  of this registration statement)
II-2

ITEM 9.       Undertakings.
              -------------

         RPM Technologies, Inc. hereby undertakes:

         (1)      To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(unless the information required by paragraphs (i) and (ii) below is
contained in periodic reports filed with or furnished by RPM Technologies,
Inc. to the Securities and Exchange Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this registration statement):

                  (i)    To include any prospectus required by section
          10(a)(3) of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
          which, individually or together, represent a fundamental change
          in the information in the registration statement; and
          notwithstanding the foregoing, any increase or decrease in volume
          of securities offered (if the total dollar value of securities
          offered would not exceed that which was registered) and any
          deviation from the low or high end of the estimated maximum
          offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in the volume and price represent no more than a 20%
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          registration statement; and

                 (iii)  To include any additional or changed material
          information on the plan of distribution.

         (2)      For determining under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial
bona fide offering.

         (3)      To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
II-3

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Will, State of Illinois, on April 23, 2004.

                                 RPM Technologies, Inc.,
                                 a Delaware corporation

                                 By:  /S/ RANDY ZYCH
                                     -----------------------------------------
                                     Randy Zych, Chairman of the Board and
                                     Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Randy Zych his attorney-in-
fact and agent,  with the power of substitution and resubstitution, for him
and in his name, place or stead, in any and all capacities, to sign any
amendment to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting to the
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and ratifying and
confirming all that the attorney-in-fact and agent, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, including a
majority of the board of directors, in the capacities and on the date indicated.

Signature                 Title                               Date

/S/ RANDY ZYCH
---------------
Randy Zych      President, Chairman, and Director       April 23, 2004

/S/CHARLES FOERG
----------------
Charles Foerg   Secretary, Treasurer and Director       April 23, 2004

/S/ DAVID LADE
--------------
David Lade      Chief Financial Officer and Director    April 23, 2004
II-4

                                  EXHIBIT INDEX

  Exhibit No.     Description
  -----------     -----------

         4.1      Consulting Agreement dated as of January 6, 2003 by and
                  between RPM Technologies, Inc. and Andrew Pitt

         5.1      Opinion of Arnold Y. Steinberg, P.C.

        23.1      Consent of S.W. Hatfield, CPA

        23.2      Consent of Arnold Y. Steinberg, P.C.

        24.1      Power of Attorney (included on the signature page hereof)