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  May 31, 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 of May 31, 2002
   ----------------------------------------- ----------------------------------
   Common  Stock,  $0.0001  par  value                  86,554,729



     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 May 31, 2002 (Unaudited) and
            May 31, 2001

          Consolidated Statements of Operations (Unaudited) three months
            ended May 31, 2002 and May 31, 2001

          Consolidated Statements of Cash Flows (Unaudited) six months
            ended May 31, 2002 and May 31, 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


                                                                       MAY 31, 2002      May 31, 2001
                                                                   ------------------   ------------------
<S>                                                                <C>                  <C>
CURRENT ASSETS
Cash                                                               $           93,391   $     24,590
Accounts Receivable                                                            73,540        204,285
Inventory                                                                      32,725        475,049
Prepaid Expenses                                                                  855         65,287
                                                                   ------------------   ------------------
  Total Current Assets                                                        200,511        769,211

PROPERTY AND EQUIPMENT
Property and Equipment, net of $849,914 of Accumulated
  Depreciation                                                                952,056      1,125,292

OTHER ASSETS
Mineral Interests                                                           3,570,000      5,410,668
Investment in Corporate Common Stock                                                       1,912,500
Deposits                                                                       11,270         44,501
Prepaid Deposit Last Month                                                        454              0
Corporate Reorganization Costs, net of $62,500 of
  Accumulated Amortization                                                          0        362,278
Due From Grant Claims, LLC.                                                 1,314,715              0
                                                                   ------------------   ------------------
                                                                            5,848,495      7,729,947
                                                                   ------------------   ------------------

TOTAL ASSETS                                                       $        6,049,005   $  9,624,450
                                                                   ==================   ==================

    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses                              $          586,165    $   639,664
Short-Term Notes Payable - Unsecured                                           69,357        110,000
Current Portion of Notes Payable - Secured                                    243,880         36,692
Due CIWMB                                                                      30,000              0
                                                                  -------------------   ------------------
  Total Current Liabilities                                                   929,402        786,356

LONG-TERM LIABILITIES
Notes Payable - Unsecured, less current portion                               397,585              0
Notes Payable - Secured, less current portion                                 188,309        471,553
Notes Payable - Officers and Shareholders                                     367,434        225,000
Accrued Salaries to Officers                                                  378,860        187,834
Notes Payable - Bank and Mineral Interests                                          0        600,000
Debenture Due                                                                 471,233        514,000
                                                                   ------------------   ------------------
                                                                            1,803,421      1,998,387
                                                                   ------------------   ------------------
TOTAL LIABILITIES                                                           2,732,823      2,784,743

NON-CONTROLLING INTEREST IN GRANT CLAIMS, INC.                                             2,606,128

SHAREHOLDERS' EQUITY
Common Stock, $0.0001 par value, authorized 150 million shares;
  Issued and outstanding at February 28, 2002, 86,554,729 shares                7,830          7,209

Additional Paid-In Capital                                                  8,466,598      8,329,717

Other Comprehensive Loss                                                     (621,225)      (845,323)

Retained (Deficit)                                                         (4,537,021)    (3,258,024)
                                                                   ------------------   ------------------
TOTAL SHAREHOLDERS' EQUITY                                                  3,316,181      4,233,579
                                                                   ------------------   ------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $        6,049,005   $  9,624,450
                                                                   ==================   ==================
</TABLE>
<PAGE>



<TABLE>
<CAPTION>

                              RUBBER TECHNOLOGY INTERNATIONAL, INC.
                                    STATEMENT OF OPERATIONS

                                                                       THREE MONTHS ENDED   THREE MONTHS ENDED
                                                                           MAY 31, 2002     May 31, 2001
                                                                      -------------------   -------------------
<S>                                                                   <C>                   <C>

REVENUES                                                              $           166,858    $      629,134

COST OF GOODS SOLD
Labor                                                                              10,583            27,152
Repairs and Maintenance                                                             1,131            32,921
Trash                                                                              30,652            47,705
Raw Materials and Other                                                            14,734            86,432
Inventory Adjustment                                                               81,378                 0
                                                                      -------------------   --------------------
  Total Cost of Goods Sold                                                        138,478           194,210
                                                                      -------------------   --------------------
GROSS MARGIN (LOSS) INCOME                                                         28,380           434,924

SELLING, GENERAL AND ADMINISTRATIVE
Premises Rent                                                                                        38,439
Legal, Professional and Management                                                 90,509           178,052
Depreciation and Amortization                                                      19,445            72,586
Utilities                                                                           7,129            44,121
Interest Expense                                                                   11,350            18,485
Other Expenses                                                                    139,986            80,887
                                                                      -------------------   -------------------
                                                                                  268,419           412,570
                                                                      -------------------   -------------------

NET LOSS BEFORE TAXES ON INCOME                                                   240,039            22,354

TAXES ON INCOME


NET LOSS                                                              $           240,039   $        22,354
                                                                      ===================   ===================

OTHER COMPREHENSIVE LOSS
Unrealized loss on investment in Company common shares, based on
attributable, consolidated investment by Grant Claims, Inc.                             0   $       520,200
                                                                      ===================   ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                           86,554,729        70,728,642
                                                                      ===================   ===================

NET LOSS PER OUTSTANDING COMMON SHARE                                 $              0.00   $          0.00
                                                                      ===================   ===================

NET LOSS PER FULLY DILUTED COMMON SHARE                               $              0.00   $          0.00
                                                                      ===================   ===================

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                       RUBBER TECHNOLOGY INTERNATIONAL, INC.
                              STATEMENT OF CASH FLOWS


                                                    THREE MONTHS ENDED    THREE MONTHS ENDED
                                                       MAY 31, 2002        May 31,, 2001
                                                    ------------------   ------------------

<S>                                                          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Operating Loss                                         $  240,039      $      377,711

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                  19,445            (156,277)
  Accounts Receivable                                          72,249             159,631
  Inventory                                                    72,275             326,489
  Prepaid Expenses                                              2,565              58,397
  Payroll Tax Liability                                             0                   0
  Accounts Payable and Accrued Expenses                       183,107             (99,446)
  Accrued Salaries to Officers                                 30,000              64,390
  Short Term Notes Payable                                     (2,739)           (110,000)
  Current portion of Notes Payable - Secured                        0              (5,021)
                                                             ---------       -------------
                                                              376,902             238,163
                                                             ---------       -------------
Net Cash (Used in) Operating Activities                       136,863             615,874
                                                             ---------       -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and Installation of Equipment                        (2,406)           (447,653)
Asset Combination with Grant Claims, Inc.
  Mineral Interests, net of non-controlling interest           (6,250)           (187,680)
  Allocation of Non-Controlling Interest
Issuances of Common Shares for Professional Services                             (192,114)
Conversions of Unsecured Debt to Common Shares                 59,587                   0
Increase in Deposit                                                 0             (12,453)
Capital Stock                                                     413             175,985
                                                             ---------      --------------
Net Cash Provided by (Used in) Investing Activities            51,344            (663,915)

CASH FLOWS FROM FINANCING ACTIVITIES
Debt (Decrease) Due Founding Shareholder and Officer             (333)            120,922
Debt Increase Equipment Loan                                   25,138             286,145
Secured Debt Principal Reductions                             (40,277)            (70,805)
Promissory note                                                (5,485)                  0
Proceeds from Issuance of Securities in lieu of Cash Payment        0             196,714
Conversion of Unsecured Debt to Common Shares                       0             190,842
Debt (Decrease) Debenture                                     (60,000)            514,000
                                                             ---------       -------------
Net Cash Provided by Financing Activities                     (80,957)          1,237,818
                                                             ---------       -------------
NET (DECREASE) INCREASE IN CASH                               107,250             (41,971)

CASH, BEGINNING OF PERIOD                                     (13,859)             66,561
                                                             ---------        ------------
CASH, END OF PERIOD                                         $  93,391        $     24,590
                                                             =========        ============

</TABLE>
<PAGE>

                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                          MAY 31, 2001 AND MAY 31, 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 the recycling of automotive tires
and  producing  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.

On  April  30,  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 five years with an option to extend for an additional five years
or  to  purchase the facility.  The monthly rent is $26,000.00 and the agreement
is  retroactive to February 21, 2002, at which time Recovery Technologies Group,
Inc.  began  operating.


<PAGE>

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
May  30,  2002,  86,554,729  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.

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 to pursue the
operation  of  the  Grant  Claims. This corporation is 51% directly owned by the
Company.


<PAGE>

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 May 30, 2002, the Company is obligated under leases for facilities. Future
minimum  lease  payments  under  these  leases  are:


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

 May  30,  2002  -  May  30,  2003                       160,300
 May  30,  2003  -  May  30,  2004                       161,800
 May  30,  2004  -  May  30,  2005                       166,700
 May  30,  2005  -  May  30,  2006                       171,700
 May  30,  2006  -  December  28,  2006                  103,075
                                                      ----------
                                                      $  763,575
                                                      ==========

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.

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.


<PAGE>

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  MAY  30, 2002 COMPARED TO THREE MONTHS ENDED  MAY 30, 2001

REVENUES - Revenues totaled $166,858 and $629,134 for the three months ended May
30,  2002 and May 30, 2001, respectively. The decrease in revenues are primarily
due  to the lease agreement of the premises to Recovery Technology Group and the
decrease  in  production

COST OF SALES - Cost of sales totaled $138,478  and $194,210 for the three-month
periods ended May 31, 2002 and May 31, 2001, respectively. Cost of sales for the
period  ended  May  31,  2002  were comprised primarily of direct labor costs of
$10,583,  disposal  costs  of  $30,652,  raw  materials of $ 14,734, repairs and
maintenance  of  $  1,131  and  an  adjustment to the inventory of $81,378. As a
percentage  of  total  revenues, cost of sales was 83% and 31% and, resulting in
apparent  gross  margins of  17% and  69% for the periods ended May 31, 2002 and
May  31,  2001,  respectively.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("SG&A")  expenses  totaled  $268,419 and $412,570 for the three
month  periods  ended May 31, 2002 and May 31, 2001, respectively. In the period
ended  May  31,  2002,  legal,  professional and management amounted to $90,509,
depreciation  and  amortization  of  $19,445  and  other  expenses  of $ 139,986
completed  the majority of the current quarter SG&A expenses. In addition, there
was an interest expense in the amount of $ 11,350 and utilities in the amount of
$ 7,129. The net loss was $240,039 and $22,354 for the three-month periods ended
May  31,  2002  and  May  31,  2001,  respectively.

ASSETS  AND  LIABILITIES  - Assets decreased $3,575,445 as of May 31, 2002, to $
6,049,005.  Assets as of May 31, 2001 were $9,624,450. In addition to the asset,
liabilities  decreased  from  $2,784,743 as of May 31, 2001 to $ 2,732,823 as of
May  31,  2002.  This  decrease was attributable to decreases in current quarter
notes  payable  secured  of  $283,244,  decrease  in notes payable for  bank and
mineral  rights of $ 600,000 and $ 42,767 decrease in debentures due, as well as
increases in notes payable to officers and shareholders of $142,434, and accrued
salaries to officers of $191,026 and an increase in notes payable unsecured of $
397,585.

STOCKHOLDERS'  EQUITY - Stockholders' equity decreased from $4,233,579 as of May
31,2001  to $3,316,181 as of May 31, 2002. The decrease was substantially caused
by  the  continued  losses  incurred  by  the  company  in  its operations while
operating  its  premises.

LIQUIDITY  AND  CAPITAL  RESOURCES

GENERAL  -  Overall,  the  Company had a positive cash flow of $107,250 in three
month  period  ending  May  31, 2002 resulting from $136,863 of cash used by the
Company's  operating  activities,  $51,344  in  cash  provided  by the Company's
investment  activities  and  ($  80,957)  provided  by  the  Company's financing
activities.

CASH  FLOWS  FROM OPERATIONS - Net cash used in operating activities of $136,863
in  the  three  month  period  ended  May  31,  2002  was primarily due to a net
consolidated  loss  of  $240,039, a $254,214 decrease on inventory and a $34,390
reduction  in  accrued  officer salaries, all offset by a $136,832 provision for
depreciation  and  amortization,  a  $83,661  increase  in  accounts payable and
accrued  expenses  and a $112,739 decrease in short term debt as compared to May
31,  2001.


<PAGE>

CASH  FLOWS FROM INVESTING - Net cash used by the Company's investing activities
of  $  51,344  in  the  three  month  period ended May 31, 2002 funded 59,587 in
conversion  of  unsecured  debt to common shares off set by $ 2,406 on purchases
and  installation  of  equipment  and  $  6,250  due  from  Grant  Claims,  LLC.

CASH FLOWS FROM FINANCING - Net cash used in financing activities of $80,957 in
the three month period ended May 31, 2002 funded 60,000 in debt debenture,
$40,277 in secured debt principal reductions off set by $ 25,138 debt increase
on equipment loan.

CAPITAL  EXPENDITURES

The  Company had no capital expenditures in the three months ended May 30, 2002.

INFLATION

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

EMPLOYMENT

As  of  May  31,  2002,  the  Company  had  two  employees.

                           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.

-Western  Rubber  Products  Ltd.,  a  British  Columbia  corporation  vs. Rubber
Technology  International,  Inc., Trevor Webb, and Thomas L. Reichman.  On April
22, 2002, plaintiffs filed suit in Los Angeles Superior Court alleging Breach of
Contract  and  Breach  of  Written  Guaranty.  Plaintiff's  complaint  seeks
$157,884.39  in  damages in the aggregate.  Although the Company strongly denies
the  claims  and  plans  to vigorously defend it's 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.


<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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 Executive Officer,
                              & Chief Financial Officer



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

Dated: 8/14/02