-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QgbiLJSez12wPFBk48T4HRQjxIltdvZScDZWZ8MRqX0ohWFZxK/aQ2lwuDTioqhC mwxyccS2PYH+kyPRGGU2yg== 0001188112-08-000388.txt : 20080214 0001188112-08-000388.hdr.sgml : 20080214 20080214155922 ACCESSION NUMBER: 0001188112-08-000388 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: LAURUS MASTER FUND, LTD. GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS OFFSHORE SPV II, CORP. GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RPM TECHNOLOGIES INC CENTRAL INDEX KEY: 0001099150 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 364391958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83007 FILM NUMBER: 08615260 BUSINESS ADDRESS: STREET 1: 21061 WEST BRAXTON STREET 2: SUITE 800 CITY: PLAINFIELD STATE: IL ZIP: 60544 BUSINESS PHONE: 815-293-1190 MAIL ADDRESS: STREET 1: 21061 WEST BRAXTON STREET 2: SUITE 800 CITY: PLAINFIELD STATE: IL ZIP: 60544 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SC 13G/A 1 d22717.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 2)* RPM TECHNOLOGIES, INC. ----------------------------------- (Name of Issuer) Common Stock, no par value per share ---------------------------------------- (Title of Class of Securities) 749695201 --------- (CUSIP Number) December 31, 2007 -------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |X| Rule 13d-1 (c) |_| Rule 13d-1 (d) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 749695201 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 5,017,819 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 5,017,819 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,017,819 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 50,228,420 shares of the common stock, no par value per share (the "Shares"), of RPM Technologies, Inc., a Delaware corporation (the "Company"), outstanding as of November 19, 2007, as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund and Valens U.S., the "Investors") held in aggregate (i) a warrant (the "First July Warrant") to acquire 1,125,000 Shares, at an exercise price of $0.30 per Share for the first 375,000 Shares acquired thereunder, $0.36 per Share for the next 375,000 Shares acquired thereunder and $0.42 for the remaining shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant") to acquire 584,014 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Second July Warrant" and together with the First July Warrant and the June Warrant, the "Warrants") to acquire 8,000,000 Shares at an exercise price of $0.01 per Share for the first 4,800,000 Shares acquired thereunder, $0.02 for the next 800,000 shares acquired thereunder, $0.03 for the next 800,000 Shares acquired thereunder, $0.04 for the next 800,000 Shares acquired thereunder, and $0.05 for the remaining shares acquired thereunder, subject to certain adjustments, and (iv) 3,433,889 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void (i) for the first July Warrant, upon an Event of Default as defined in and pursuant to the terms of the applicable instrument, and (ii) for the Second July Warrant and the June Warrant, following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 749695201 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------- ---------- ------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 5,017,819 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 5,017,819 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,017,819 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 50,228,420 shares of the common stock, no par value per share (the "Shares"), of RPM Technologies, Inc., a Delaware corporation (the "Company"), outstanding as of November 19, 2007, as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund and Valens U.S., the "Investors") held in aggregate (i) a warrant (the "First July Warrant") to acquire 1,125,000 Shares, at an exercise price of $0.30 per Share for the first 375,000 Shares acquired thereunder, $0.36 per Share for the next 375,000 Shares acquired thereunder and $0.42 for the remaining shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant") to acquire 584,014 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Second July Warrant" and together with the First July Warrant and the June Warrant, the "Warrants") to acquire 8,000,000 Shares at an exercise price of $0.01 per Share for the first 4,800,000 Shares acquired thereunder, $0.02 for the next 800,000 shares acquired thereunder, $0.03 for the next 800,000 Shares acquired thereunder, $0.04 for the next 800,000 Shares acquired thereunder, and $0.05 for the remaining shares acquired thereunder, subject to certain adjustments, and (iv) 3,433,889 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void (i) for the first July Warrant, upon an Event of Default as defined in and pursuant to the terms of the applicable instrument, and (ii) for the Second July Warrant and the June Warrant, following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 749695201 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 5,017,819 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 5,017,819 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,017,819 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 50,228,420 shares of the common stock, no par value per share (the "Shares"), of RPM Technologies, Inc., a Delaware corporation (the "Company"), outstanding as of November 19, 2007, as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund and Valens U.S., the "Investors") held in aggregate (i) a warrant (the "First July Warrant") to acquire 1,125,000 Shares, at an exercise price of $0.30 per Share for the first 375,000 Shares acquired thereunder, $0.36 per Share for the next 375,000 Shares acquired thereunder and $0.42 for the remaining shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant") to acquire 584,014 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Second July Warrant" and together with the First July Warrant and the June Warrant, the "Warrants") to acquire 8,000,000 Shares at an exercise price of $0.01 per Share for the first 4,800,000 Shares acquired thereunder, $0.02 for the next 800,000 shares acquired thereunder, $0.03 for the next 800,000 Shares acquired thereunder, $0.04 for the next 800,000 Shares acquired thereunder, and $0.05 for the remaining shares acquired thereunder, subject to certain adjustments, and (iv) 3,433,889 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void (i) for the first July Warrant, upon an Event of Default as defined in and pursuant to the terms of the applicable instrument, and (ii) for the Second July Warrant and the June Warrant, following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 749695201 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 5,017,819 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 5,017,819 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,017,819 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 50,228,420 shares of the common stock, no par value per share (the "Shares"), of RPM Technologies, Inc., a Delaware corporation (the "Company"), outstanding as of November 19, 2007, as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund and Valens U.S., the "Investors") held in aggregate (i) a warrant (the "First July Warrant") to acquire 1,125,000 Shares, at an exercise price of $0.30 per Share for the first 375,000 Shares acquired thereunder, $0.36 per Share for the next 375,000 Shares acquired thereunder and $0.42 for the remaining shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant") to acquire 584,014 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Second July Warrant" and together with the First July Warrant and the June Warrant, the "Warrants") to acquire 8,000,000 Shares at an exercise price of $0.01 per Share for the first 4,800,000 Shares acquired thereunder, $0.02 for the next 800,000 shares acquired thereunder, $0.03 for the next 800,000 Shares acquired thereunder, $0.04 for the next 800,000 Shares acquired thereunder, and $0.05 for the remaining shares acquired thereunder, subject to certain adjustments, and (iv) 3,433,889 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void (i) for the first July Warrant, upon an Event of Default as defined in and pursuant to the terms of the applicable instrument, and (ii) for the Second July Warrant and the June Warrant, following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 749695201 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 5,017,819 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 5,017,819 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,017,819 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 50,228,420 shares of the common stock, no par value per share (the "Shares"), of RPM Technologies, Inc., a Delaware corporation (the "Company"), outstanding as of November 19, 2007, as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund and Valens U.S., the "Investors") held in aggregate (i) a warrant (the "First July Warrant") to acquire 1,125,000 Shares, at an exercise price of $0.30 per Share for the first 375,000 Shares acquired thereunder, $0.36 per Share for the next 375,000 Shares acquired thereunder and $0.42 for the remaining shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant") to acquire 584,014 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Second July Warrant" and together with the First July Warrant and the June Warrant, the "Warrants") to acquire 8,000,000 Shares at an exercise price of $0.01 per Share for the first 4,800,000 Shares acquired thereunder, $0.02 for the next 800,000 shares acquired thereunder, $0.03 for the next 800,000 Shares acquired thereunder, $0.04 for the next 800,000 Shares acquired thereunder, and $0.05 for the remaining shares acquired thereunder, subject to certain adjustments, and (iv) 3,433,889 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void (i) for the first July Warrant, upon an Event of Default as defined in and pursuant to the terms of the applicable instrument, and (ii) for the Second July Warrant and the June Warrant, following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 749695201 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 5,017,819 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 5,017,819 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,017,819 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 50,228,420 shares of the common stock, no par value per share (the "Shares"), of RPM Technologies, Inc., a Delaware corporation (the "Company"), outstanding as of November 19, 2007, as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund and Valens U.S., the "Investors") held in aggregate (i) a warrant (the "First July Warrant") to acquire 1,125,000 Shares, at an exercise price of $0.30 per Share for the first 375,000 Shares acquired thereunder, $0.36 per Share for the next 375,000 Shares acquired thereunder and $0.42 for the remaining shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant") to acquire 584,014 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Second July Warrant" and together with the First July Warrant and the June Warrant, the "Warrants") to acquire 8,000,000 Shares at an exercise price of $0.01 per Share for the first 4,800,000 Shares acquired thereunder, $0.02 for the next 800,000 shares acquired thereunder, $0.03 for the next 800,000 Shares acquired thereunder, $0.04 for the next 800,000 Shares acquired thereunder, and $0.05 for the remaining shares acquired thereunder, subject to certain adjustments, and (iv) 3,433,889 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void (i) for the first July Warrant, upon an Event of Default as defined in and pursuant to the terms of the applicable instrument, and (ii) for the Second July Warrant and the June Warrant, following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 749695201 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------- ---------- ------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 5,017,819 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 5,017,819 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,017,819 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 50,228,420 shares of the common stock, no par value per share (the "Shares"), of RPM Technologies, Inc., a Delaware corporation (the "Company"), outstanding as of November 19, 2007, as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund and Valens U.S., the "Investors") held in aggregate (i) a warrant (the "First July Warrant") to acquire 1,125,000 Shares, at an exercise price of $0.30 per Share for the first 375,000 Shares acquired thereunder, $0.36 per Share for the next 375,000 Shares acquired thereunder and $0.42 for the remaining shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant") to acquire 584,014 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Second July Warrant" and together with the First July Warrant and the June Warrant, the "Warrants") to acquire 8,000,000 Shares at an exercise price of $0.01 per Share for the first 4,800,000 Shares acquired thereunder, $0.02 for the next 800,000 shares acquired thereunder, $0.03 for the next 800,000 Shares acquired thereunder, $0.04 for the next 800,000 Shares acquired thereunder, and $0.05 for the remaining shares acquired thereunder, subject to certain adjustments, and (iv) 3,433,889 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void (i) for the first July Warrant, upon an Event of Default as defined in and pursuant to the terms of the applicable instrument, and (ii) for the Second July Warrant and the June Warrant, following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 749695201 Item 1(a). Name of Issuer: RPM Technologies, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 9981 West 190th St., Suite C, Mokena, Illinois Mokena, Illinois 60448 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G, as amended, is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV II, Corp., a Delaware corporation, Valens Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. Valens Capital Management, LLC manages each of Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by Laurus Master Fund, Ltd., Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp reported in this Schedule 13G, as amended. Information related to each of Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 749695201 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 5,017,819 shares of Common Stock (b) Percent of Class: 9.99% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock.* (ii) shared power to vote or to direct the vote: 5,017,819 shares of Common Stock. * (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock. * (iv) shared power to dispose or to direct the disposition of: 5,017,819 shares of Common Stock. * Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below, I certify to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ----------------------------------- * Based on 50,228,420 shares of the common stock, no par value per share (the "Shares"), of RPM Technologies, Inc., a Delaware corporation (the "Company"), outstanding as of November 19, 2007, as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("Valens OFF SPV II" together with the Fund and Valens U.S., the "Investors") held in aggregate (i) a warrant (the "First July Warrant") to acquire 1,125,000 Shares, at an exercise price of $0.30 per Share for the first 375,000 Shares acquired thereunder, $0.36 per Share for the next 375,000 Shares acquired thereunder and $0.42 for the remaining shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant") to acquire 584,014 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Second July Warrant" and together with the First July Warrant and the June Warrant, the "Warrants") to acquire 8,000,000 Shares at an exercise price of $0.01 per Share for the first 4,800,000 Shares acquired thereunder, $0.02 for the next 800,000 shares acquired thereunder, $0.03 for the next 800,000 Shares acquired thereunder, $0.04 for the next 800,000 Shares acquired thereunder, and $0.05 for the remaining shares acquired thereunder, subject to certain adjustments, and (iv) 3,433,889 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void (i) for the first July Warrant, upon an Event of Default as defined in and pursuant to the terms of the applicable instrument, and (ii) for the Second July Warrant and the June Warrant, following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens OFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 749695201 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 2008 ------------------ Date LAURUS MASTER FUND, LTD. /s/ Eugene Grin ---------------- Eugene Grin Director CUSIP No. 749695201 APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware B. Name: Valens U.S. SPV I, LLC, a Delaware limited liability Company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware C. Name: Valens Offshore SPV II Corp., a Delaware corporation Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware E. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: Israel F. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: United States CUSIP No. 749695201 Each of Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. Laurus Capital Management, LLC /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal February 14, 2008 Valens U.S. SPV I, LLC Valens Offshore SPV II, Corp. By: Valens Capital Management Individually and as investment manager /s/ David Grin - ----------------------------------------- David Grin Authorized Signatory February 14, 2008 /s/ Eugene Grin - ----------------------------------------- Eugene Grin Authorized Signatory February 14, 2008 /s/ David Grin - ----------------------------------------- David Grin February 14, 2008 /s/ Eugene Grin - ----------------------------------------- Eugene Grin February 14, 2008 -----END PRIVACY-ENHANCED MESSAGE-----