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 29, 2000

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

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  0-25703


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

        FLORIDA                                          59-2728052
(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  February 29, 2000
   ----------------------------------------- -----------------------------
   Common  Stock,  $0.0001  par  value                  12,885,724



     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes  No   X
       ------


                                        1
<PAGE>
                                TABLE OF CONTENTS
                                -----------------

                         PART I - FINANCIAL INFORMATION


Item  1.     Financial  Statements.

Balance Sheets at February 28, 1999 and February 29, 2000 (Unaudited).

Statements of Operations (Unaudited) for the three months ended
February 28, 1999 and for the three months ended February 29, 2000.

Statements of Cash Flows (Unaudited) for the three months ended
February 28, 1999 and for the three months ended February 29, 2000.

Notes  to  Financial  Statement Disclosures (Unaudited) at February 29, 2000.


Item  2.     Management's Discussion and Analysis or Plan  of  Operation


                           PART II - OTHER INFORMATION

Item  1.     Legal  Proceedings.

Item  2.     Changes  in  Securities.

Item  3.     Defaults  Upon  Senior  Securities.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders.

Item  5.     Other  Information.

Item  6.     Exhibits  and  Reports  on  Form  8-K.

                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1  -  FINANCIAL  STATEMENTS

                               RUBBER  TECHNOLOGY  INTERNATIONAL,  INC.
                                                 BALANCE  SHEET

<TABLE>
<CAPTION>

                                                  ASSETS
<S>                                                                <C>                  <C>
                                                                   FEBRUARY 28, 1999    FEBRUARY 29, 2000
                                                                   -------------------  -------------------
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           52,315   $           99,204
Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . .              18,235               40,270
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . .             108,635               43,232
                                                                   -------------------  -------------------
  Total Current Assets. . . . . . . . . . . . . . . . . . . . . .             179,185              182,706

PROPERTY AND EQUIPMENT
Property and Equipment, net of accumulated depreciation . . . . .             865,975              783,937

OTHER ASSETS
Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . .             733,811              852,090
Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              10,500               10,813
Plant Design - Second Plant . . . . . . . . . . . . . . . . . . .              92,816               92,816
                                                                   -------------------  -------------------
  Total Other Assets. . . . . . . . . . . . . . . . . . . . . . .             837,127              955,719
                                                                   -------------------  -------------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .  $        1,882,287   $        1,922,362
                                                                   ===================  ===================


                                   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable. . . . . . . . . . . . . . . . . . . . . . . . .  $           51,961   $          106,769
Current Portion of Long-Term Debt . . . . . . . . . . . . . . . .              57,180               57,180
Short Term Notes Payable. . . . . . . . . . . . . . . . . . . . .             104,819              132,229
                                                                   -------------------  -------------------
  Total Current Liabilities . . . . . . . . . . . . . . . . . . .             213,960              296,178

LEASE COMMITMENT (NOTE 6)

LONG-TERM LIABILITIES (NOTES 4 AND 5)
Note Payable - Equipment. . . . . . . . . . . . . . . . . . . . .             192,820              193,545
Notes Payable - Officers. . . . . . . . . . . . . . . . . . . . .              36,100               81,739
Due Shareholders. . . . . . . . . . . . . . . . . . . . . . . . .             298,024              804,021
                                                                   -------------------  -------------------
                                                                              526,944            1,079,305
                                                                   -------------------  -------------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . .             740,904            1,375,483

SHAREHOLDERS' EQUITY
Common Stock, $0.0001 par value, authorized 75 million shares;
  Issued and outstanding at February 29, 2000, 12,885,724 shares.                 990                1,289

Additional Paid-In Capital, from Sales of Common Shares . . . . .           2,115,692            2,314,744

Retained Deficit (accumulated during initial operating stage) . .            (975,299)          (1,769,155)
                                                                   -------------------  -------------------
TOTAL SHAREHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . .           1,141,383              546,878
                                                                   -------------------  -------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY. . . . . . . . . . . .  $        1,882,287   $        1,922,361
                                                                   ===================  ===================
</TABLE>

                    See  accompanying  notes to financial statement disclosures.

                                        3
<PAGE>

                    RUBBER  TECHNOLOGY  INTERNATIONAL,  INC.
                              STATEMENT  OF  OPERATIONS
<TABLE>
<CAPTION>
<S>                                        <C>                  <C>
                                           THREE MONTHS         THREE MONTHS
                                           ENDED                ENDED
                                           FEBRUARY 28, 1999    FEBRUARY 29, 2000
                                           -------------------  -------------------
REVENUES
Revenues. . . . . . . . . . . . . . . . .  $          262,282   $          105,504

COST OF GOODS SOLD
Labor . . . . . . . . . . . . . . . . . .              41,958               47,317
Repairs and Maintenance . . . . . . . . .               7,782               12,098
Trash . . . . . . . . . . . . . . . . . .               3,454                8,145
Raw Materials and Other . . . . . . . . .               7,948               13,495
                                           -------------------  -------------------
  Total Cost of Goods Sold. . . . . . . .              61,142               81,055
                                           -------------------  -------------------

GROSS MARGIN. . . . . . . . . . . . . . .             201,140               24,449

SELLING, GENERAL AND ADMINISTRATIVE
Premises Rent . . . . . . . . . . . . . .              18,020               38,126
Legal and Professional. . . . . . . . . .              58,895               58,354
Research and Development. . . . . . . . .              19,500               28,500
Depreciation and Amortization . . . . . .              30,936               36,000
Utilities . . . . . . . . . . . . . . . .              11,739               12,065
Interest Expense. . . . . . . . . . . . .              44,230               10,921
Other Expenses. . . . . . . . . . . . . .              29,087               16,170
                                           -------------------  -------------------
                                                      212,407              200,136
                                           -------------------  -------------------

NET INCOME (LOSS) BEFORE TAXES ON INCOME.             (11,267)            (175,687)

TAXES ON INCOME . . . . . . . . . . . . .                   -                    -
                                           -------------------  -------------------

NET ORDINARY INCOME (LOSS). . . . . . . .  $          (11,267)  $         (175,687)
                                           ===================  ===================


WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING . . . . . . . . . . . . . .           9,273,387           10,956,981
                                           ===================  ===================

NET INCOME (LOSS) PER COMMON SHARE. . . .  $           (0.001)  $            (0.02)
                                           ===================  ===================
</TABLE>

          See  accompanying  notes  to  financial  statements  disclosures.

                                        4
<PAGE>

               RUBBER  TECHNOLOGY  INTERNATIONAL,  INC.
                          STATEMENT  OF  CASH  FLOWS
<TABLE>
<CAPTION>
<S>                                                     <C>                    <C>
                                                        THREE MONTHS           THREE MONTHS
                                                        ENDED                  ENDED
                                                        FEBRUARY 28, 1999      FEBRUARY 29, 2000
                                                        ---------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Operating Income (Loss). . . . . . . . . . . . . .  $            (11,267)  $         (175,687)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES
Changes in Operating Assets and Liabilities
  Accounts Receivable. . . . . . . . . . . . . . . . .                54,856              (14,696)
  Provision for Depreciation and Amortization. . . . .                30,936               36,000
  Accounts Payable . . . . . . . . . . . . . . . . . .               (30,829)             (11,971)
  Short Term Notes Payable . . . . . . . . . . . . . .              (248,234)              18,000
                                                        ---------------------  -------------------
  Net Cash Provided by (Used in) Operating Activities.              (204,538)            (148,354)
                                                        ---------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and Installation of Equipment. . . . . . . .                (8,035)             (22,232)
Increase in Deposit. . . . . . . . . . . . . . . . . .                (2,000)                (313)
Advances to New Venture. . . . . . . . . . . . . . . .              (620,292)             (45,006)
                                                        ---------------------  -------------------
  Net Cash Provided by (Used in) Investing Activities.              (630,327)             (67,551)
                                                        ---------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Debt Increase,  Due Shareholders . . . . . . . . . . .               287,814               74,451
Debt (Decrease),  Equipment Loan Funding . . . . . . .                  (229)
Debt (Decrease) Increase,  Notes Payable - Officers. .                (8,664)              12,302
Net Proceeds from Sale of Securities . . . . . . . . .               305,320              198,913
                                                        ---------------------  -------------------
  Net Cash Provided by Financing Activities. . . . . .               584,470              285,437
                                                        ---------------------  -------------------

NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . .              (250,395)              69,532

CASH, beginning of period. . . .  . . . . . . . . . .                302,710               29,672
                                                        -------------------               -------

CASH, end of period . . . . . . . . . . . . . .           $           52,315              $99,204
                                                        ===================               =======
</TABLE>

            See  accompanying  notes  to  financial  statement disclosures.

                                        5
<PAGE>

                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                    NOTES TO FINANCIAL STATEMENT DISCLOSURES
                                FEBRUARY 29, 2000

NOTE  1  -  HISTORY  AND  ORGANIZATION  OF  THE  COMPANY

     Rubber  Technology  International, Inc. (the "Company") was incorporated as
Sunshine  Capital,  Inc. on July 25, 1986 in the state of Florida.  It commenced
operations  in  1997  through the acquisition of a Nevada corporation, which had
then commenced operations in California.  The Company has had limited operations
from  its  operational  1977  inception  to  February 29, 2000.

     The  Company  is authorized to issue up to 75,000,000 shares of its $0.0001
par  value  common  shares.  The  Company  has completed eleven offerings of its
common  shares  which were exempt from federal registration under the provisions
of  Regulation  D,  Rule  504 of the Securities Act of 1933, as amended.  In the
aggregate,  the Company has obtained $2,316,033  through these offerings.  There
are  no  other  authorized  shares  of  common  or  preferred  stock.

     During  the period of these financial statements, the Company completed its
production  lines and initiated product sales.  The Company recycles whole tires
and  tire  by-products  into  marketable  commodities  such  as crumb rubber for
playground  fill, rubberized asphalt and rubber mats and molded products such as
traffic  safety  devices,  tree  rings  and  various  landscape  products.


NOTE  2  -  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.


                                        6
<PAGE>

NOTE  2  -  ACCOUNTING  POLICIES  AND  PROCEDURES  (CONTINUED)

     Property,  including  leasehold  improvements, and equipment are carried at
cost.  Depreciation  is  provided  using  the  straight  line  method  over  the
estimated  useful  life  of the equipment.  Leasehold improvements are amortized
over  the  term  of the applicable lease, assuming all extensions are exercised.

     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  years losses and tax credits principally
arising  from  the  stated  Enterprise  Zone credits and provisions.  Its rubber
recycling  facility  is  operated  by  the  Nevada  corporation.

     All  exchanges  of  common  stock for services rendered are recorded at the
fair  value  of  the  services.

     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.


NOTE  3  -  GOING  CONCERN

     The  Company's  financial  statements are prepared using generally accepted
accounting  principles  applicable  to  a  going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business.  However, the Company's current operations are not sufficient to cover
all  its  costs.  Without  realization  of  additional  capital  or  increased
operational  revenues,  it  would  be  unlikely for the Company to continue as a
going  concern.  It  is  management's  plan  to  seek  additional  capital  from
qualified investors under loans and private placement provisions available to it
and  to  increase  the  level  of  recurring  revenues  to  cover  its  costs.

     See  Note  7,  Subsequent Events.  In the Company's opinion, this financing
substantially completes the required financing to establish continued profitable
rubber  recycling  operations.


                                        7
<PAGE>

NOTE  4  -  LONG  TERM  LIABILITIES

     The  Company  is  obligated under a loan which is secured by its production
assets.  The  loan  is fully amortizing over an eighty-four month term at $4,765
per  month, terminating May 2006.  This loan has been personally guaranteed by a
shareholder.

     Under  the provisions of the long term debt agreements, the Company has the
following  minimum  annual  payment  obligations:

<TABLE>
<CAPTION>

<S>                                        <C>                 <C>                <C>

                                                      Year Ended February 28
                                           2001               2002                2003
                                           ----               ----                ----
Note Payable - Equipment. . . . . . . . . $57,180             57,180            $57,180
Note Payable - Officers . . . . . . . . .  24,000             24,000             24,000
Due Shareholders. . . . . . . . . . . . .  90,000             72,000             72,000
                                          -------             ------             ------
                                         $171,180           $153,180           $153,180
                                         ========           ========           ========
</TABLE>


NOTE  5  -  RELATED  PARTY  TRANSACTIONS

     Due  shareholders  consists  of $804,021 due two shareholders, arising from
monetary investments, the guarantee described in Note 4, and minor services by a
shareholder,  and $554,021 due an officer and shareholder, arising from monetary
investments  into the Company.  Certain current liabilities have been personally
guaranteed by an officer of the Company.

     Other  than  the  loans from officers and shareholders, the Company has not
engaged  in  related  party  transactions.

     The  officers  and  directors of the Company are involved in other business
activities  and  may,  in  the  future,  become  involved  in  other  business
opportunities.  If  a  specific  business  opportunity  becomes  available, such
persons  may  face  a  conflict in selecting between the Company and their other
business  interests.  The Company has not formulated a policy for the resolution
of  such  conflicts.


                                        8
<PAGE>

NOTE  6  -  LEASE  COMMITMENTS

     As  of  February  29,,  2000, the Company is obligated under leases for its
production facilities.  Future minimum lease payments, including option periods,
under  these  leases  are:

<TABLE>
<CAPTION>

<S>                                  <C>

Term . . . . . . . . . . .  Minimum Annual Payment
--------------------------  -----------------------
March 2000 - February 2001  $               156,100
March 2001 - February 2002                  160,700
March 2002 - February 2003                  170,500
March 2003 - February 2004                  180,900
March 2004 - February 2005                  191,500
                            -----------------------
                            $               859,700
                            =======================
</TABLE>


     The  primary  term  of the facility leases ends December 2001.  The Company
has  an  option to extend the term of these leases for an additional five years.
The leases and the options provide for cost of living increases between 3-6% per
year  on  the  lease  anniversary  dates  in  2000,  2002 and 2004, if extended.
Additionally, the Company is required to pay any property tax increases over the
base  year.

     The  lease  provides  the  Company an option to purchase the property under
market  conditions.


NOTE  7  -  SUBSEQUENT  EVENTS
           SENIOR  SUBORDINATED  CONVERTIBLE  DEBENTURES

     On March 10, 2000, the Company funded an 8% Senior Subordinated Convertible
Redeemable  Debenture  in  the aggregate amount of $800,000, payable $400,000 at
closing  and  $400,000  sixty  days  later.  These  debentures were purchased at
ninety  per  cent  of  the  face  amount.  Interest  is  payable monthly and the
debentures  are  all  due  March  10,  2002.

     At  the  discretion  of  the  holder  and  on  notice to the Company, these
debentures are convertible into common shares of the Company at seventy five per
cent  of  the  closing  bid  price  as  of the close of trading the day prior to
exercise  of  any  conversion by the holder.  As of May 31, 2000, the debentures
were  fully  funded  and  $225,000  of  the  debenture  debt  was converted into
2,099,390  shares  of  the  Company's  common  stock.

                                        9
<PAGE>


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION


CAUTIONARY  STATEMENTS:

This Quarterly Report on Form 10-QSB contains certain forward-looking statements
within  the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of  the  Securities  Exchange  Act  of  1934.  The  Company  intends  that  such
forward-looking  statements  be  subject  to  the  safe  harbors created by such
statutes.  The  forward-looking  statements included herein are based on current
expectations  that involve a number of risks and uncertainties.  Accordingly, to
the  extent  that  this  Quarterly  Report  contains  forward-looking statements
regarding  the financial condition, operating results, business prospects or any
other  aspect  of  the  Company,  please  be  advised  that the Company's actual
financial  condition,  operating  results  and  business  performance may differ
materially  from  that  projected or estimated by the Company in forward-looking
statements.  The  differences  may  be caused by a variety of factors, including
but  not  limited to adverse economic conditions, intense competition, including
intensification  of price competition and entry of new competitors and products,
adverse  federal,  state  and  local  government regulation, inadequate capital,
unexpected costs and operating deficits, increases in general and administrative
costs,  lower  sales  and  revenues  than  forecast, loss of customers, customer
returns  of products sold to them by the Company, termination of contracts, loss
of  supplies,  technological  obsolescence  of the Company's products, technical
problems with the Company's products, price increases for supplies, inability to
raise  prices,  failure  to  obtain new customers, litigation and administrative
proceedings  involving  the  Company, the possible acquisition of new businesses
that result in operating losses or that do not perform as anticipated, resulting
in  unanticipated  losses,  the  possible  fluctuation  and  volatility  of  the
Company's  operating  results, financial condition and stock price, inability of
the  Company  to  continue as a going concern, losses incurred in litigating and
settling  cases,  adverse  publicity  and  news coverage, inability to carry out
marketing  and  sales  plans,  loss  or retirement of key executives, changes in
interest  rates,  inflationary  factors  and  other  specific  risks that may be
alluded  to  in this Quarterly Report or in other reports issued by the Company.
In  addition,  the  business  and  operations  of  the  Company  are  subject to
substantial  risks that increase the uncertainty inherent in the forward-looking
statements.  The  inclusion  of  forward-looking  statements  in  this Quarterly
Report  should  not  be regarded as a representation by the Company or any other
person  that  the  objectives  or  plans  of  the  Company  will  be  achieved.

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 to recycle used tire and other used
rubber  products into crumb rubber (small rubber particles of various sizes) and
molded  rubber  products,  generally  on  a wholesale basis.  These products are
delivered  throughout  the  south western United States.  To date, the Company's
strategy  has  been  to build a concentrated customer base in approximately four
product  lines  of  the many and various products available; molded goods, crumb
rubber  for  resale,  crumb rubber for playground and arena fill and mesh rubber
for  use  in  rubberized  asphalt  concrete.  This  strategy  has allowed for an
expanding  market  in  terms  of both customers and products and has allowed the
Company  to  expand  production  levels beyond a minimum equipment level without
being  limited  by  capacity  or  geographic considerations.  In order to remain
competitive, the Company believes that it must continue to offer its services at
the  lowest  possible prices.  The Company believes that in order to continue to
offer  its  products  at  the  lower  prices,  the  Company will need to acquire
additional  equipment  and  institute operational efficiencies. Accordingly, the
Company  is  obtaining  additional  machinery  through  additional financing and
consulting  with  efficiency  and  industry  experts  in  their installation and
operation.

It  is  believed  that  the  market  for  the  Company's  existing  products and
additional products currently being researched will be of sufficient quantity to
deliver  all  the  rubber products the Company can produce against sales orders.
The Company intends, on a short term basis, to continue sales principally in the
south western United States.  Sales are scheduled to expand to additional states
and,  eventually,  internationally.

The  Company's  revenues  consist  of  fees  received  to  accept tires into its
facility  and  sales  of its produced products. Acceptance fees, called "tipping
fees",  are  recorded  as  revenue  when  the tires are received.  All sales and
revenues  are  recorded  on  the accrual basis, where revenues are recorded when
earned/shipped  to its customers. There are no advance fee or significant volume
discount  arrangements.

Cost  of  Sales  includes the operation, including maintenance, of the Company's
light  and  heavy  equipment, the direct labor to operate this machinery and the
supplies incident to the sales and plant operations.  General and administrative
expenses  consist  of  the  cost  of research and development of new or enhanced
existing  products,  corporate  expenses  and  all  administrative personnel and
expenses  to  support  the  Company's  operations  and  growth.

The  Company,  depending  on  the  extent  of  its future growth, may experience
significant  strain  on its management, personnel, and information systems.  The
Company  will  need  to  implement  and  improve  operational,  financial,  and
management  information  systems.  In  addition,  the  Company  is  implementing
expanded information systems that will provide better production record-keeping,
customer  service  and  billing.  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.


                                       10
<PAGE>

RESULTS  OF  OPERATIONS  OF  THE  COMPANY

THREE MONTHS ENDED FEBRUARY 29, 2000 COMPARED TO THREE MONTHS ENDED FEBRUARY 28,
1999

REVENUES  -  Revenues  totaled  $105,504 and $262,282 for the three months ended
February  29, 2000 and February 28, 1999, respectively.  During the period ended
February  29,  2000,  the  Company further expanded its products to additionally
include  playground  fill  and  expanded  its  shipped  merchandise in all other
categories  pursuant  to  its plan of operations.  Primarily in the molded goods
arena,  certain customer relationships have required a period of mutual research
to  determine  the  best  product  materials  mixture.  Based  on these positive
relationships,  the  Company  is  of  the opinion that the volume of its shipped
products  will  significantly increase its product deliveries in the near future
in  both  its  molded  and  crumb  rubber product lines.  Revenues for the three
months ended February 28, 1999 included $225,000 in management fees, pursuant to
an  agreement  wherein  the  Company  provided  management  expertise  in  the
development of a potential joint venture.  Revenues in the period ended February
29,  2000  were  solely  from  the receipt of tires into production and sales of
rubber  based  products.

COST  OF  SALES  - Cost of sales totaled $81,055 and $61,142 for the three month
periods  ended  February  29, 2000 and February 28, 1999, respectively.  Cost of
sales  for the period ended February 29, 2000 were comprised primarily of direct
labor  costs  of $47,317, disposal costs of $8,145 and equipment reconfiguration
and  maintenance  of  $12,098.  Cost  of sales for the period ended February 28,
1999  were  primarily comprised of direct labor costs of $41,958 and maintenance
of  equipment totaling $7,782.  As a percentage of total revenues, cost of sales
was  76.8% and 23.3%, resulting in apparent gross margins of 23.2% and 76.7% for
the  periods  ended  February  29,  2000  and  February  28, 1999, respectively.
Excluding  the  $225,000  of  management revenues, the comparative cost of sales
percentages  become  76.8%  and a negative 163% and the gross margin comparative
percentages  become  23.2%  and  a  negative  64%.  The  primary  reason for the
negative  percentages for the period ended February 28, 1999 was the decision to
maintain  a  minimum,  but  experienced,  production staff, when sales of rubber
based  products  at  that  time  were  inconsistent.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("S,G&A")  expenses totaled $200,136 and $212,407, for the three
month  periods  ended February 29, 2000 and February 28, 1999, respectively.  In
the  period  ended  February  29,  2000,  the  Company  completed  two financing
transactions  of  the  sale of common stock and incurred significant expenses in
these  transactions. In the period ended February 28, 1999 the Company completed
equipment  and  one common stock financing transactions and incurred significant
expenses in these transactions. S,G&A expenses for the period ended February 29,
2000  were comprised of $58,354 legal and professional fees related primarily to
financing  transactions,  facilities  rent  of $38,126, depreciation of $36,000,
product  development  costs  of $28,500. and officer salaries of $21,250.  S.G&A
expenses  for  the  three  month  period  ended February 28, 1999 were comprised
primarily  of  professional fees of $58,895 relating to the financing referenced
above,  facilities rent of $18,020, depreciation of $30,936, product research of
$19,500,  officer  salaries  of  $21,990,  and  interest  and related expense of
$44,230  relating to the new equipment loan funding early in the period. The net
loss was $175,687and $11,267 for the three month periods ended February 29, 2000
and  February  28,  1999,  respectively.

ASSETS  AND  LIABILITIES  -  Assets increased from $1,882,267 as of February 28,
1999  to  $1,922,362  as of February 29, 2000.  The increase was attributable to
increases in the long-term investment in a formative joint venture and increases
of  property  and  equipment of $61,962 net of $144,000 of accumulated equipment
depreciation.  Liabilities  increased  from  $740,904 as of February 28, 1999 to
$1,375,483 as of February 29, 2000.  This increase was attributable to increases
in  accounts  payable  of  $54,808,  increases of short-term debt of $27,410 and
$45,639  in  notes  due  Company  officers, and advances from an officer and his
family  trust  and  one  additional  shareholder  of  $505,997.


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STOCKHOLDERS'  EQUITY  -  Stockholders'  equity  decreased from $1,141,383 as of
February  28,1999  to  $546,879  as  of  February  29,  2000.  The  decrease was
attributable  to  the  incurred net loss for the year ended February 29, 2000 of
$793,855,  offset  by  amounts raised in the Company's Rule 504 offerings of its
common  stock  of  $199,351.

LIQUIDITY  AND  CAPITAL  RESOURCES
GENERAL  Overall,  the  Company  had a positive cash flow of $29,672 in three
month  period  ending February 29, 2000 resulting from $285,437 of cash provided
by  the  Company's  financing activities including $198,913 in funds provided by
the  sale  of  securities  and $74,451 in loans from an officer and shareholder,
offset  by $148,354 of cash used in operating activities and $67,551of cash used
in  investing  activities.

CASH  FLOWS FROM OPERATIONS - Net cash used in operating activities of $ 148,354
in  the  three  month  period ended February 29, 2000 was primarily due to a net
loss  of  $175,687  and  decreases  in  operating  assets  principally  accounts
receivable  of  $14,696  and the decrease of accounts payable of $11,971, offset
partially  by  the  increase  of  short  term  notes  payable  of  $18,000.

CASH  FLOWS FROM INVESTING - Net cash used in investing activities of $67,551 in
the  three  month  period ended February 29, 2000 funded advances to a new joint
venture  of  $45,006  and  purchases  of  equipment  of  $22,232.

CASH  FLOWS  FROM  FINANCING  -  Net  cash  provided  by financing activities of
$285,437  in the three month period ended February 29, 2000 was primarily due to
the  proceeds  from sales of the Company's common stock of $198,913 and proceeds
from  borrowings  from  a  shareholder  of  $74,451.


CAPITAL  EXPENDITURES
The  Company  expended  $22,232  in  the three months ended February 29, 2000 to
purchase  additional equipment in connection with the expansion of its business.

GOING  CONCERN

The  Company's  independent  certified  public  accountants have stated in their
report  included  in  Form  10-KSB as of November 30, 1999, that the Company has
incurred  operating  losses  in  the  last  two  years and has not established a
long-term source of revenue.  These conditions raise substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.

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



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YEAR  2000  DISCLOSURE

The  Company  has completed a review of its computer systems and non-information
technology  ("non-IT") systems to identify all systems that could be affected by
the  inability  of many existing computer and microcontroller systems to process
time-sensitive  data  accurately  beyond  the year 1999, referred to as the Year
2000 or Y2K issue.  The Company is dependent on third-party computer systems and
applications,  particularly  with  respect to such critical tasks as accounting,
billing  and  the  underlying  carrier  (AT&T)  of  its  long distance telephone
service.  The  Company also relies on its own computer and non-IT systems (which
consists  of personal computers, internal telephone systems, Internet server and
associated  software and operating systems).  In conducting the Company's review
of  its internal systems, the Company performed operational tests of its systems
which  revealed  no  Y2K  problems.  As  a result of its review, the Company has
discovered  no  problems with its systems relating to the Y2K issue and believes
that  such  systems  are  Y2K compliant.  Additionally, the Company has obtained
written  assurances  from  all  of  its  major suppliers of third-party computer
systems  and applications, indicating that they have completed a review of their
respective  computer  systems  and  that  such systems are Y2K compliant.  Costs
associated  with  the  Company's  review  were  not  material  to its results of
operations.

While  the  Company  believes  that  its  procedures  have  been  designed to be
successful,  because  of  the  complexity  of  the  Year  2000  issue  and  the
interdependence  of  organizations  using  computer  systems,  there  can  be no
assurances  that  the Company's efforts, or those of third parties with whom the
Company  interacts,  have fully resolved all possible Year 2000 issues.  Failure
to  satisfactorily  address  the  Year  2000 issue could have a material adverse
effect on the Company.  The most likely worst case Y2K scenario which management
has  identified  to  date is that, due to unanticipated Y2K compliance problems,
the  Company  may  be  unable  to  bill  its  customers, in full or in part, for
services used.  Should this occur, it would result in a material loss of some or
all  gross  revenue  to  the Company for an indeterminable amount of time, which
could  cause  the  Company  to  cease  operations.

EMPLOYMENT

As  of  February  29,  2000,  the  Company  had  22  full  time  employees.


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                           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.  The
Company  is not currently involved in any such litigation that it believes could
have  a  materially  adverse  effect  on  its  financial condition or results of
operations.

ITEM  2  -  CHANGES  IN  SECURITIES

On March 10, 2000, the Company entered into a Securities Purchase Agreement with
one  accredited  institutional  investor  pursuant  to  which it agreed to issue
$800,000  aggregate  amount  of  convertible  debentures.  These  debentures are
convertible at 75% of the bid price of the Company's common stock on the trading
day  preceding  the  date of conversion.  This offering was conducted under Rule
504  of  Regulation  D  promulgated  under Section 4(2) of the Securities Act of
1933.

On  March  12, 2000, the Company entered into a Stock Exchange Agreement with an
unrelated accredited third party to acquire 100% of Global Sight, Inc., a Nevada
Corporation,  in  exchange  for 1,200,000 shares of its restricted common stock.
The  issuance  was  an  isolated  transaction  not  involving  a public offering
pursuant to section 4(2) of the Securities Act of  1933.

During March 2000, the Company issued 800,000 shares of common stock in exchange
for  consultation services rendered in connection with the acquisition of Global
Sight,  Inc.  The  issuance  was  an isolated transaction not involving a public
offering  pursuant  to  section  4(2)  of  the  Securities  Act of 1933.

ITEM  3  -  DEFAULTS  UPON  SENIOR  SECURITIES

None.

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

No  matters  were submitted to the security holders for a vote during the period
covered  by  this  report

ITEM  5  -  OTHER  INFORMATION

None.

ITEM  6  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     EXHIBITS

        27.1  Financial  Data  Schedule

(B)     REPORTS  ON  FORM  8-K

     On  March 14, 2000,  the  Company filed a current report on Form 8-K dated
March 12,  2000  reporting  its  acquisition  of  Global Sight,  Inc.


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                                 SIGNATURES

In  accordance with 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/  Raymond Webb
                                        ----------------------------------
                                        Raymond Webb
                                        President  &  CEO

Dated:  July 12,  2000

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