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

                                  FORM 10-QSB

     (Mark  One)

     [ X ] Quarterly report under Section 13 or 15(d) of the Securities Exchange
     Act  of  1934

     For  the  quarterly  period  ended  February 28, 2002

     [    ]  Transition  report  under  Section  13  or  15(d) of the Securities
     Exchange  Act  of  1934

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  0-30098


                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                 (Name of Small Business Issuer in Its Charter)

                 NEVADA                                  88-0370454
(State  or  Other  Jurisdiction  of                    (IRS  Employer
 Incorporation  or  Organization)                  Identification  Number)


         3185  E.  WASHINGTON  BLVD.,
         LOS  ANGELES,  CALIFORNIA                          90023
(Address  of  Principal  Executive  Offices)             (Zip  Code)

                                 (323) 268-6842
                           (Issuer's Telephone Number)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         Common Stock, par value $0.0001
                                (Title of Class)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports); and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

     Yes  [ X ]    No [   ]


     Indicate  the number of shares outstanding of each of the issuer's class of
common  stock  as  of  the  latest  practicable  date:

   Title of each class of Common Stock         Outstanding as May 8, 2002
   ----------------------------------------- ----------------------------------
   Common  Stock,  $0.0001  par  value                  82,426,442



     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes [   ]  No [ X ]





                                TABLE OF CONTENTS
                                -----------------

                         PART I - FINANCIAL INFORMATION

INDEX

                      RUBBER TECHNOLOGY INTERNATIONAL, INC.

PART  I.  FINANCIAL  INFORMATION

Item  1.  Consolidated Financial Statements

          Consolidated Balance Sheet at February 28, 2002 (Unaudited) and
            February 28, 2001

          Consolidated Statements of Operations (Unaudited) three months
            ended February 28, 2002 and February 28, 2001

          Consolidated Statements of Cash Flows (Unaudited) three months
            ended February 28, 2002 and February 28, 2001

          Notes to Consolidated Financial Statements (Unaudited)

Item  2.  Management's Discussion and Analysis of Financial Condition and
            Results of Operations

                          PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings

Item  2.  Changes  in  Securities

Item  3.  Other  Information

Item  4.  Exhibits  and  Reports  on  Form  8-K


                         PART I - FINANCIAL INFORMATION

ITEM  1  -  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                 RUBBER TECHNOLOGY INTERNATIONAL, INC.
                            BALANCE SHEET


                                   ASSETS


                                                                    FEBRUARY 28, 2002    FEBRUARY 28, 2001
                                                                   ------------------   ------------------
<S>                                                                <C>                  <C>
CURRENT ASSETS
Cash                                                               $          (12,399)   $           9,410
Accounts Receivable                                                           189,788               40,789
Inventory                                                                      61,000              195,114
Prepaid Expenses                                                                3,420               24,237
                                                                   ------------------   ------------------
  Total Current Assets                                                        241,809              269,550

PROPERTY AND EQUIPMENT
Property and Equipment, net of $839,904 of Accumulated
  Depreciation                                                                985,501            1,003,089

OTHER ASSETS
Mineral Interests (Note 3)                                                  3,570,000            5,410,668
Investment in Corporate Common Stock (Note 3)                                                    2,932,500
Deposits                                                                       11,270               32,048
Prepaid Deposit Last Mon.                                                         454
Corporate Reorganization Costs, net of $62,500 of
  Accumulated Amortization                                                                         187,500
Due From Grant Claims, LLC.                                                 1,308,466
                                                                   ------------------   ------------------
                                                                            4,890,190            8,562,716
                                                                   ------------------   ------------------

TOTAL ASSETS                                                       $        6,117,500    $       9,835,355
                                                                   ==================   ==================

    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses (Note 5)                     $          402,868    $         615,119
Short-Term Notes Payable                                                       46,320               60,000
Current Portion of Notes Payable - Secured                                     16,578               31,671
Due CIWMB                                                                      30,000
                                                                   ------------------   ------------------
  Total Current Liabilities                                                   495,767              706,790

LONG-TERM LIABILITIES (NOTES 4, 6 AND 7)
Notes Payable - Secured, less current portion                                 876,174              512,761
Notes Payable - Officers and Shareholders                                     367,768              225,000
Accrued Salaries to Officers                                                  349,203               66,912
Notes Payable - Bank and Mineral Interests                                                         600,000
Debenture Due                                                                 531,234
                                                                   ------------------   ------------------
                                                                            2,124,379            1,404,673
                                                                   ------------------   ------------------
TOTAL LIABILITIES                                                           2,620,146            2,111,463

NON-CONTROLLING INTEREST IN GRANT CLAIMS, INC.                                                   3,106,183

SHAREHOLDERS' EQUITY (NOTES 3, 5 AND 8)
Common Stock, $0.0001 par value, authorized 150 million shares;
  Issued and outstanding at February 28, 2002, 82,426,442 shares                7,417                7,026

Additional Paid-In Capital                                                  8,407,010            8,216,186

Other Comprehensive Loss                                                    (380,054)             (325,125)

Retained (Deficit)                                                         (4,537,022)          (3,280,378)
                                                                   ------------------   ------------------
TOTAL SHAREHOLDERS' EQUITY                                                  3,497,354            4,617,709
                                                                   ------------------   ------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $        6,117,501   $        9,835,354
                                                                   ==================   ==================
</TABLE>



            See accompanying notes to financial statement disclosures.

<PAGE>
<TABLE>
<CAPTION>

                              RUBBER TECHNOLOGY INTERNATIONAL, INC.
                                    STATEMENT OF OPERATIONS



                                                                       THREE MONTHS ENDED   THREE MONTHS ENDED
                                                                       FEBRUARY 28, 2002     FEBRUARY 28, 2001
                                                                      -------------------   -------------------
<S>                                                                   <C>                   <C>

REVENUES                                                              $           363,282    $          135,277

COST OF GOODS SOLD
Labor                                                                              78,781                49,850
Repairs and Maintenance                                                             7,326                37,633
Trash                                                                              33,851                27,300
Raw Materials and Other                                                            40,173                47,076
Inventory Adjustment                                                              239,717
                                                                      -------------------   --------------------
  Total Cost of Goods Sold                                                        399,848               161,859
                                                                      -------------------   --------------------
GROSS MARGIN (LOSS) INCOME                                                        (36,566)              (26,582)

SELLING, GENERAL AND ADMINISTRATIVE
Premises Rent                                                                      41,420                38,438
Legal, Professional and Management                                                127,419               194,107
Depreciation and Amortization                                                      65,845                64,750
Utilities                                                                          31,031                16,506
Interest Expense                                                                    7,756                20,763
Other Expenses                                                                     70,016                38,117
                                                                      -------------------   -------------------
                                                                                  343,487               372,681
                                                                      -------------------   -------------------

NET LOSS BEFORE TAXES ON INCOME                                                   380,053               399,263

TAXES ON INCOME                                                                                             800
                                                                      -------------------   -------------------

NET LOSS                                                              $           380,053   $           400,063
                                                                      ===================   ===================

OTHER COMPREHENSIVE LOSS
Unrealized loss on investment in Company common shares, based on
attributable, consolidated investment by Grant Claims, Inc. (Note 3)                    0   $           325,125
                                                                      ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                           82,426,442            67,122,061
                                                                      ===================   ===================

NET LOSS PER OUTSTANDING COMMON SHARE                                 $              0.01   $              0.01
                                                                      ===================   ===================

NET LOSS PER FULLY DILUTED COMMON SHARE                               $              0.01   $              0.01
                                                                      ===================   ===================

</TABLE>




            See accompanying notes to financial statement disclosures.

<PAGE>
<TABLE>
<CAPTION>

                       RUBBER TECHNOLOGY INTERNATIONAL, INC.
                              STATEMENT OF CASH FLOWS


                                                    THREE MONTHS ENDED   THREE MONTHS ENDED
                                                     FEBRUARY 28, 2002   FEBRUARY 28, 2001
                                                    ------------------   ------------------

<S>                                                          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Operating Loss                                          $  380,053       $ 400,063

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES
Changes in Operating Assets and Liabilities
  Provision for Depreciation and Amortization                   65,845          64,750
  Accounts Receivable                                            8,079           3,865
  Inventory                                                    234,776         (46,554)
  Prepaid Expenses                                               2,565           1,594
  Payroll Tax Liability                                        (62,106)
  Accounts Payable and Accrued Expenses                        (67,973)         74,901
  Accrued Salaries to Officers                                  88,688         (64,390)
  Short Term Notes Payable                                                      60,000
  Other Assets                                                  68,400
                                                             ---------        --------
                                                               338,274          94,166
                                                             ---------        --------
Net Cash (Used in) Operating Activities                        (41,779)       (305,897)
                                                             ---------        --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and Installation of Equipment                           (750)       (270,200)
Asset Combination with Grant Claims, Inc. (Note 3):
  Mineral Interests, net of non-controlling interest           (16,100)        312,375
  Allocation of Non-Controlling Interest                                      (323,817)
Issuances of Common Shares for Professional Services                            83,000
Conversions of Unsecured Debt to Common Shares                  67,306         190,842
Capital Stock                                                      194
                                                             ---------        --------
Net Cash Provided by (Used in) Investing Activities             50,650          (7,800)

CASH FLOWS FROM FINANCING ACTIVITIES
Debt (Decrease) Due Founding Shareholder and Officer            37,460
Debt Increase Equipment Loan                                         -         268,000
Secured Debt Principal Reductions                                              (11,454)
Promissory note                                                (14,807)
Capitol Resource Factoring                                     (68,584)
Due Southland Secured Note                                      (3,680)
                                                             ---------        --------
Net Cash Provided by Financing Activities                      (49,611)        256,546
                                                             ---------        --------
NET (DECREASE) INCREASE IN CASH                                (40,740)        (57,151)

CASH, BEGINNING OF PERIOD                                       28,341          66,561
                                                             ---------        --------
CASH, END OF PERIOD                                          $ (12,399)      $   9,410
                                                             =========        ========

</TABLE>


            See accompanying notes to financial statement disclosures.




                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                     FEBRUARY 28, 2001 AND FEBRUARY 28, 2002


 HISTORY  AND  ORGANIZATION  OF  THE  COMPANY

     Rubber Technology International, Inc. ("RTEK") is a recycler of waste tires
and  producer  of recycled molded rubber products. RTEK was originally organized
as a Florida Corporation on July 25, 1986 and is currently based in Los Angeles,
California.  RTEK's  principal  line  of business involves accepting waste tires
from  tire  retailers,  service  stations,  salvage  yards,  clean  up jobs with
governmental  agencies,  private individuals and companies and recycling them to
produce a variety of molded rubber products. The Company acquired the production
rights  to  significant construction grade sand deposits located near Las Vegas,
NV previously owned by Grant Claims, LLC, and intends to develop these resources
towards  the  development  of  concrete  and  other  building  related products.

     In  1997,  RTEK,  (which  at the time was designated Sunshine Capital, Inc.
("SCI"))  acquired  all  of  the  outstanding  common stock of Rubber Technology
International,  Inc.,  a  Nevada  corporation  (RTEK-Nevada)  in  a  business
combination  described  as a "reverse acquisition." For accounting purposes, the
acquisition  was  treated  as  the  acquisition  of  SCI  (the  Registrant)  by
RTEK-Nevada.  On  April  12,  2001,  the  Company's  shareholders  approved  a
reincorporation  of  the  original  corporation  from  Florida  to  Nevada.

     The  Company is authorized to issue up to 150 million shares of $0.0001 par
value  common  stock and 20 million shares of $0.0001 par value preferred stock.
As  of  February  28,  2002,  82,426,442  shares of common stock were issued and
outstanding.  There are no other authorized shares of common or preferred stock.

 ACCOUNTING  POLICIES  AND  PROCEDURES

     The consolidated financial statements of the Company are prepared using the
accrual  basis  of  accounting.  A  portion  of  the  raw  materials placed into
production  comes  from  whole tires received by the Company.  A fee is normally
paid  the  Company  on  receipt  of these tires, which is directly recognized as
revenue.

     All  inventory  items are stated at the lower of cost (first-in, first-out)
or  market  value.  Freight  costs  are  included  as  expenses.

     Repair  and  maintenance expenses individually exceeding $500 are amortized
over  the  ensuing  six-month  period.

  ACCOUNTING  POLICIES  AND  PROCEDURES  (CONTINUED)

Property,  including  leasehold improvements, and equipment are carried at cost.
Depreciation  is  provided  using straight-line and accelerated methods for both
book and tax purposes applied over the estimated useful lives of the equipment .
Leasehold  improvements  are  amortized  over  the term of the applicable lease,
assuming  all  extensions  are exercised.  The acquisition cost of Global Sight,
Inc. is being amortized over an estimated life of five years.  Applicable assets
are  fully  costed  when they are determined to have no continuing useful value.

     The  Company's  main  operating  facility  is located in an Enterprise Zone
within  the  City  of Los Angeles.  This allows for tax advantages such as labor
and  investment credits and extended tax carry-overs, which are included herein.
The  Company has experienced operating losses to date and evaluates its need for
a  provision  for  federal  income tax after each quarter.  Income taxes for the
current  years  are  offset  by  prior year's losses and tax credits principally
arising  from  the  stated  Enterprise  Zone credits and provisions.  The Nevada
corporation  operates  the  rubber  recycling  facility.

     All  exchanges  of  common stock for services rendered were recorded at the
fair  value  of  the  services  rendered.  The  Company does not have definitive
contracts  with  its  management  personnel.  Any  common shares issued to these
individuals  were  discretionary  distributions.

     The  Company has not adopted any policy regarding payment of dividends.  No
dividends  have  been  paid  since  inception.

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  that  management  make estimates and
assumptions  which  affect  the reported amounts of assets and liabilities as of
the  date  of  the financial statements and revenues and expenses for the period
reported.  Actual  results  may  differ  from  these  estimates.

     The  Company  has  adopted  November  30  as  its  fiscal  year  end.

  MINERAL  INTERESTS

     Effective  November 30, 2000, the Company completed a combination of assets
agreement  for  the rights and assets of the Grant Claims sand operation.  Under
this  agreement,  all the rights net of all the obligations of the Grant Claims'
prior  operations, were combined with the Company's contribution of 25.5 million
restricted  common  shares in a new corporation that will continue the operation
of the Grant Claims.  This corporation is 51% directly owned by the Company.


     The  purchase  method  of accounting was used to report this combination of
assets.  This  method  requires  all  common  share valuations of Company stock,
including  Grant Claims, Inc.'s attributable owned shares, to be at current fair
value,  recordation  of  operations only subsequent to the combination of assets
and consolidation of operations and recordation of the non-controlling interests
at the non-owned percentage.  The unrealized current value adjustment appears as
other comprehensive gains or losses, as applicable, and net of applicable income
taxes.  Due  to  the  Company's  current tax position, the net of tax portion is
deemed  to  be  zero.

 LEASE  COMMITMENTS

     As  of  February  28,  2002,  the  Company  is  obligated  under leases for
facilities.  Future  minimum  lease  payments  under  these  leases  are:

                Term                                  Minimum  Annual  Payment
--------------------------------------------------------------------------------

 March  1,  2002  -  February  28,  2003                       160,300
 March  1,  2003  -  February  28,  2004                       161,800
 March  1,  2004  -  February  28,  2005                       166,700
 March  1,  2005  -  February  28,  2006                       171,700
 March  1,  2005  -  December  28,  2006                       147,250
                                                            ----------
                                                            $  807,750
                                                            ==========

The primary term of the core facility lease ended December 2001. The Company has
extended  the term of this lease for an additional five years. Additionally, the
Company  is  required  to pay any property tax increases over the base year. The
lease  provides  an  option  to  purchase  the property under market conditions.

SUBSEQUENT EVENTS

     On  April  30th,  2002,  the Company signed a lease agreement with Recovery
Technologies Group, Inc., for the lease of its Los Angeles facility. The term of
the  lease  is  5 years with an option to extend for an additional 5 years or to
purchase  the  facility.  The  monthly  rent is $ 26,000.00 and the agreement is
retroactive  to  February  21st, 2002, at which time Recovery Technologies Group
began  operating.

<PAGE>

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

The  following  discussion  contains certain forward-looking statements that are
subject  to  business  and  economic  risks and uncertainties, and the Company's
actual  results  could  differ materially from those forward-looking statements.
The  following  discussion  regarding  the  financial  statements of the Company
should  be  read in conjunction with the financial statements and notes thereto.

GENERAL  OVERVIEW


The  Company's principal line of business is the leasing of its Los Angeles tire
recycling  and  crumb  rubber facility. The leasing of the facility provides RTI
with  revenues  and  eliminates  overhead  resulting  from  the  operation.

Additionally, the company continues to maintain its mining rights through its 51
%  ownership in Grant Claims, Inc. and plans to focus on initiating operation at
the  site.  However,  there  can  be  no assurance that the Company's management
resources  or information systems will be sufficient to manage any future growth
in  the  Company's  business,  and  the  failure  to do so could have a material
adverse  effect  on  the Company's business, results of operations and financial
condition.


RESULTS  OF  OPERATIONS  OF  THE  COMPANY

THREE MONTHS ENDED FEBRUARY 28, 2002 COMPARED TO THREE MONTHS ENDED FEBRUARY 28,
2001

REVENUES  -  Revenues  totaled  $363,282 and $135,277 for the three months ended
February 28, 2002 and February 28, 2001, respectively. The increase in revenues
Are primarily due to the bulk sale of inventory $197,000 to Recovery Technology
Group, Inc.

COST  OF SALES - Cost of sales totaled $399,848 and $161,859 for the three-month
periods  ended  February  28,  2002 and February 28, 2001, respectively. Cost of
sales  for the period ended February 28, 2002 were comprised primarily of direct
labor  costs of $78,781, disposal costs of $33,851,raw materials of $40,173, and
an  adjustment  to the inventory of $239,717. As a percentage of total revenues,
cost  of  sales  was 110% and 119.6% and, resulting in apparent gross margins of
(10%) and (19.6)% for the periods ended February 28, 2002 and February 28, 2001,
respectively.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("SG&A")  expenses  totaled  $343,487 and $372,681 for the three
month  periods  ended  February 28, 2002 and February 28, 2001, respectively. In
the period ended February 28, 2002, officer and administrative salaries amounted
to  $66,000,  Various  consultants  and legal expenses totaled $30,780.32 Rental
expenses  of  $41,420 and depreciation and amortization of $65,845 completed the
majority  of  the  current  quarter SG&A expenses. In addition, there was a loss
resulting  from  a  fire in the amount of $67,346. The net loss was $380,053 and
$400,063  for  the  three-month periods ended February 28, 2002 and February 28,
2001,  respectively.

ASSETS  AND  LIABILITIES  -  Assets decreased $3,717,855 as of February 28, to $
6,117,500.  Assets  as  of February 28, 2001 were $9,835,355. In addition to the
asset  Liabilities  increased  from  $2,111,673  as  of  February  28, 2001 to $
2,620,146 as of February 28, 2002 This increase was attributable to increases in
current quarter notes payable secured of $363,413, increases in notes payable to
officers  and  shareholders  of  $142,768,  and  accrued salaries to officers of
$282,291.

STOCKHOLDERS'  EQUITY  -  Stockholders'  equity  decreased from $4,617,709 as of
February  28,2001  to  $3,497,354  as  of  February  28,  2002. The decrease was
substantially  caused  by  the  continued  losses incurred by the company in its
operations.

LIQUIDITY  AND  CAPITAL  RESOURCES

GENERAL  -  Overall,  the  Company had a negative cash flow of $221,838 in three
month  period  ending  February 28, 2002 resulting from $248,308 of cash used by
the  Company's  operating  activities,  $30,388  in  cash  used in the Company's
investment  activities  and  $90,153  provided  by  the  Company's  financing
activities.

CASH  FLOWS  FROM OPERATIONS - Net cash used in operating activities of $215,308
in  the  three  month  period ended February 28, 2001 was primarily due to a net
consolidated  loss  of  $380,053, a $237,320 increase on inventory and a $88,689
reduction  in  accrued  officer  salaries, all offset by a $33,000 provision for
depreciation and amortization, a $8,079 increase in accounts payable and accrued
expenses  and  a  $62,106  increase  in  short  term  debt.

CASH  FLOWS FROM INVESTING - Net cash used in the Company's investing activities
of  $30,682  in the three month period ended February 28, 2002 funded $13,147 in
suspense,  and  $16,100  due  from  Grant  Claims,  LLC.

CASH FLOWS FROM FINANCING - Net cash provided by financing activities of $90,153
in  the  three  month  period  ended  February 28, 2002 was primarily due to the
effects  of  the  additional  paid in capital of $67,306, and $37,460 loans from
officers.

CAPITAL  EXPENDITURES

The  Company  had no capital expenditures in the three months ended February 28,
2002.

INFLATION

Management  believes  that  inflation  has  not  had  a  material  effect on the
Company's  results  of  operations.

EMPLOYMENT

As  of  February  28,  2002,  the  Company  had  2  full  time  employees.

<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The  Company may from time to time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract actions incidental to the operation of its business. Except
for the matters listed below, the Company is not currently involved in any other
litigation  which  it  believes  could  have  a materially adverse effect on its
reported  financial  condition  or  results  of  operations.

-  Fred  Maidenberg,  Larchmont Property, LLC, Infonet of Nevada, Inc. v. Rubber
Technology  International,  Inc.  On March 12, 2002, plaintiffs filed a claim in
the  California  Superior  Court,  County  of  Los  Angeles  against the Company
alleging  claims  for  breach  of  contract,  specific  performance,  judicial
foreclosure,  breach of fiduciary duty, fraud, and injunctive relief. Plaintiffs
allege  that the Company failed to pay for services rendered and failed to repay
loans  granted  by  plaintiffs. Plaintiffs' complaint seeks $350,000 in damages.
Although  the  Company strongly denies the claims and plans to vigorously defend
its  position,  it  cannot  guarantee that a favorable outcome will be obtained.

-  Asphalt  Products  Corporation  v.  Rubber  Technology.  On  March  7,  2002,
plaintiffs  filed  a claim against the Company alleging causes of actions for in
District Court, Clark County, Nevada alleging that the Company failed to pay for
products  delivered.  The  complaint  seeks  damages  in  the amount of $42,000.
Although  the  Company strongly denies the claims and plans to vigorously defend
its  position,  it  cannot  guarantee that a favorable outcome will be obtained.

 RECENT  SALES  OF  UNREGISTERED  SECURITIES

In  March  2001,  the  Company entered into a Securities Purchase Agreement with
fourteen  accredited  investors  pursuant  to  which it agreed to issue $514,000
aggregate  amount of convertible debentures. The debentures bear 5% interest per
annum  upon  maturity  two  years from the issue date and are convertible at the
option  of  the holder into shares of the Company's common stock at a conversion
price  equal  to either (i) One hundred and twenty percent (120%) of the closing
bid  price  of the common stock on March 1, 2001 or (ii) eighty percent (80%) of
the  average  five  (5) closing bid prices of the Company's common stock for the
ten  (10)  trading  days  prior to the date of conversion. On March 6, 2002, the
Company  issued an aggregate of 4,128,287 shares of common stock to three of the
investors  upon  conversion  of  an aggregate of $60,000 of the Debenture at the
rate  of  $0.0152  per  share.  The  issuance  of  the Debentures and the shares
underlying  them  was  a  private  transaction  without  general solicitation or
advertisement  to  accredited  investors pursuant to Rule 506 of Regulation D of
the  Securities  Act  of  1933.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

None.

(b)     Reports on Form 8-K

On  May  7,  2002,  the Company filed a Current Report on Form 8-K regarding the
finalization  of  the lease of its Los Angeles, California production facilities
to  Recovery  Technologies  Group,  Inc.,  a  Delaware  corporation

<PAGE>



                              SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934. The
registrant  has  duly  caused  this  Report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.


                              RUBBER TECHNOLOGY INTERNATIONAL, INC.

                              By /s/ Trevor Webb
                              -----------------------------
                              Trevor Webb
                              President & Chief Financial Officer


                              By /s/ Tom Reichman
                              -----------------------------
                              Tom Reichman
                              Chief Operating Officer

Dated: May 10, 2002