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


                                 AMENDMENT NO. 2

                                      TO

                                  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, 2001

     [    ]  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)

                 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 March 31, 2001
   ----------------------------------------- ----------------------------------
   Common  Stock,  $0.0001  par  value                  70,660,940



     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes [   ]  No [ X ]



                                        1
<PAGE>

                                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, 2001 (Unaudited) and
            November 30, 2000

          Consolidated Statements of Operations (Unaudited) three months
            ended February 28, 2001 and February 29, 2000

          Consolidated Statements of Cash Flows (Unaudited) three months
            ended February 28, 2001 and February 29, 2000

          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.  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

<TABLE>
<CAPTION>

                 RUBBER TECHNOLOGY INTERNATIONAL, INC.
                            BALANCE SHEET


                                   ASSETS


                                                                    FEBRUARY 28, 2001    FEBRUARY 29, 2000
                                                                   ------------------   ------------------
<S>                                                                <C>                  <C>
CURRENT ASSETS
Cash                                                               $            9,410   $           99,204
Accounts Receivable                                                            40,789               40,270
Inventory                                                                     195,114               43,232
Prepaid Expenses                                                               24,237
                                                                   ------------------   ------------------
  Total Current Assets                                                        269,550              182,706

PROPERTY AND EQUIPMENT
Property and Equipment, net of $512,403 of Accumulated
  Depreciation                                                              1,003,089              783,937

OTHER ASSETS
Mineral Interests (Note 3)                                                  5,410,668
Investment in Corporate Common Stock (Note 3)                               2,932,500
Account Receivable (Note 3)                                                                        852,090
Deposits                                                                       32,048               10,813
Corporate Reorganization Costs, net of $62,500 of
  Accumulated Amortization                                                    187,500
Plant Design - Second Plant                                                                         92,816
                                                                   ------------------   ------------------
                                                                            8,562,716              955,719
                                                                   ------------------   ------------------

TOTAL ASSETS                                                       $        9,835,355   $        1,922,362
                                                                   ==================   ==================

    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses (Note 5)                     $          615,119   $          106,769
Short-Term Notes Payable                                                       60,000              132,229
Current Portion of Notes Payable - Secured                                     31,671               57,180
                                                                   ------------------   ------------------
  Total Current Liabilities                                                   706,790              296,178

LONG-TERM LIABILITIES (NOTES 4, 6 AND 7)
Notes Payable - Secured, less current portion                                 512,761              193,545
Notes Payable - Officers and Shareholders                                     225,000               81,739
Accrued Salaries to Officers                                                   66,912
Notes Payable - Bank and Mineral Interests                                    600,000
Note Due Founder/Shareholder                                                                       804,021
                                                                   ------------------   ------------------
                                                                            1,404,673            1,079,305
                                                                   ------------------   ------------------
TOTAL LIABILITIES                                                           2,111,463            1,375,483

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

LEASE COMMITMENTS (NOTE 7)

SHAREHOLDERS' EQUITY (NOTES 3, 5 AND 8)
Common Stock, $0.0001 par value, authorized 75 million shares;
  Issued and outstanding at February 28, 2001, 70,260,940 shares                7,026                1,289

Additional Paid-In Capital                                                  8,216,186            2,314,744

Other Comprehensive Loss                                                     (325,125)

Retained (Deficit)                                                         (3,280,378)          (1,769,155)
                                                                   ------------------   ------------------
TOTAL SHAREHOLDERS' EQUITY                                                  4,617,709              546,878
                                                                   ------------------   ------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $        9,835,354   $        1,922,361
                                                                   ==================   ==================
</TABLE>




            See accompanying notes to financial statement disclosures.

                                        3
<PAGE>

<TABLE>
<CAPTION>

                              RUBBER TECHNOLOGY INTERNATIONAL, INC.
                                    STATEMENT OF OPERATIONS



                                                                       THREE MONTHS ENDED   THREE MONTHS ENDED
                                                                       FEBRUARY 28, 2001     FEBRUARY 29, 2000
                                                                      -------------------   -------------------
<S>                                                                   <C>                   <C>
REVENUES
Revenues                                                              $           135,277   $           105,504

COST OF GOODS SOLD
Labor                                                                              49,850                47,317
Repairs and Maintenance                                                            37,633                12,098
Trash                                                                              27,300                 8,145
Raw Materials and Other                                                            47,076                13,495
                                                                      -------------------   -------------------
  Total Cost of Goods Sold                                                        161,859                81,055
                                                                      -------------------   -------------------
GROSS MARGIN (LOSS) INCOME                                                        (26,582)               24,449

SELLING, GENERAL AND ADMINISTRATIVE
Premises Rent                                                                      38,438                38,126
Legal, Professional and Management                                                194,107                58,354
Research and Development                                                                -                28,500
Depreciation and Amortization                                                      64,750                36,000
Utilities                                                                          16,506                12,065
Interest Expense                                                                   20,763                10,921
Other Expenses                                                                     38,117                16,170
                                                                      -------------------   -------------------
                                                                                  372,681               200,136
                                                                      -------------------   -------------------

NET LOSS BEFORE TAXES ON INCOME                                                   399,263               175,687

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

NET LOSS                                                              $           400,063   $           175,687
                                                                      ===================   ===================

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

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                           67,122,061            10,956,981
                                                                      ===================   ===================

NET LOSS PER OUTSTANDING COMMON SHARE                                 $              0.01   $              0.02
                                                                      ===================   ===================

NET LOSS PER FULLY DILUTED COMMON SHARE                               $              0.01   $              0.02
                                                                      ===================   ===================

</TABLE>




            See accompanying notes to financial statement disclosures.

                                        4
<PAGE>

<TABLE>
<CAPTION>

                       RUBBER TECHNOLOGY INTERNATIONAL, INC.
                              STATEMENT OF CASH FLOWS


                                                    THREE MONTHS ENDED   THREE MONTHS ENDED
                                                     FEBRUARY 28, 2001   FEBRUARY 29, 2000
                                                    ------------------   ------------------

<S>                                                          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Operating Loss                                           $ 400,063   $ 175,687

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES
Changes in Operating Assets and Liabilities
  Accounts Receivable                                            3,865     (14,696)
  Inventory                                                    (46,554)
  Prepaid Expenses                                               1,594
  Provision for Depreciation and Amortization                   64,750      36,000
  Accounts Payable and Accrued Expenses                         74,901     (11,971)
  Accrued Salaries to Officers                                 (64,390)
  Short Term Notes Payable                                      60,000      18,000
                                                             ---------    --------
                                                                94,166      27,333
                                                             ---------    --------
Net Cash (Used in) Operating Activities                       (305,897)   (148,354)
                                                             ---------    --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and Installation of Equipment                       (270,200)    (22,232)
Increase in Deposits                                                 -        (313)
Corporate reorganization and debenture costs                         -
(Advances to) New Venture (Note 3)                                         (45,006)
Asset Combination with Grant Claims, Inc. (Note 3):
  Mineral Interests, net of non-controlling interest           312,375
  Issuance of common shares
  Allocation of Non-Controlling Interest                      (323,817)
                                                             ---------    --------
  Net Cash Provided by Asset Combination with Grant Claims     (11,442)
                                                             ---------    --------
Net Cash Provided by (Used in) Investing Activities           (281,642)    (67,551)

CASH FLOWS FROM FINANCING ACTIVITIES
Debt (Decrease) Due Founding Shareholder and Officer            74,451
Debt Increase Equipment Loan                                   268,000
Secured Debt Principal Reductions                              (11,454)
Debt Increase Notes Payable - Officers                               -      12,073
Proceeds from Sale of Common Shares                                        198,913
Conversions of Unsecured Debt to Common Shares                 190,842
Issuances of Common Shares for Professional Services            83,000
                                                             ---------    --------
Net Cash Provided by Financing Activities                      530,388     285,437
                                                             ---------    --------
NET (DECREASE) INCREASE IN CASH                                (57,151)     69,532

CASH, BEGINNING OF PERIOD                                       66,561      29,672
                                                             ---------    --------
CASH, END OF PERIOD                                          $   9,410   $  99,204
                                                             =========    ========

</TABLE>


            See accompanying notes to financial statement disclosures.

                                        5
<PAGE>


                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 2001


NOTE  1  -  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.  Recently, the Company acquired all
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, which shall
be  timely  completed.

     Effective  April  12,  2001,  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, 2001, 70,260,940 shares
of  common  stock were issued and outstanding.  See Notes 3, 5 and 8.  There are
no  other  authorized  shares  of  common  or  preferred  stock.

The  Company  had  limited operations from its inception in 1986 to November 30,
1999.  During  fiscal  2000,  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 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.

NOTE  3  -  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 new corporation is 51% directly owned by the Company.
There  are  additional  capital  contribution  Company  requirements  into  the
operations  of  the claims and a provision for the issuance of additional common
shares  on  the  attainment  of  certain  production  levels.




                                        7
<PAGE>

NOTE  3  -  MINERAL  INTERESTS  (CONTINUED)

The  prior  operations  of  the claims were owned 5% by the Company and 95% by a
partnership  that  included,  in part, an existing corporate officer.  Using the
value  as  indicated by the Company's contributed common shares, the transaction
was  completed  at  a  greater  than  30% discount  to  third  party appraisals,
and  without  additional  cash  or  equivalent  compensation  to  the  preceding
owners.  Because  of  the  majority ownership, control  of  the Grant Claims, as
previously owned by Grant Claims, LLC, has now passed  to  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.

NOTE  4  -  LONG  TERM  LIABILITIES

     The  Company  is  obligated  under  three  loans,  which are secured by its
production  and  other  assets.  The  loans  are  fully  amortizing  over  their
respective  terms,  which individually ranged at loan inception from four to six
years.  One  loan  with  a  $242,000  current  principal  has  been  personally
guaranteed  by  a  non-officer/shareholder.

     Under  the  provisions  of  long-term  third  party  personal property debt
agreements,  the  Company  has the following minimum annual payment obligations:

                                             Year  Ended  February  28,
                                            ----------------------------
                                            2002        2003        2004
                                          --------    --------    --------
           Notes Payable  - Secured       $ 25,989    $ 30,005    $ 34,640
           Notes  Payable -  Other           5,683       6,216       6,799
                                          --------    --------    --------
                                          $ 31,672    $ 36,221    $ 41,439
                                          ========    ========    ========

     Liabilities  due officers do not have a current demand element within their
repayment terms. If the note terms required repayment over a five-year term, the
annual  principal  maintenance  for the aggregate of the loans would approximate
$58,400  per  year.

     The Company is additionally liable to a bank for an amount up to a claim of
$200,000.  The  final  amount to be paid the bank will be determined as a result
of  on-going  litigation.

NOTE  5  -  SHAREHOLDERS'  EQUITY

     Effective February 20, 2001, for all creditors in agreement with the offer,
the  Company  exchanged 3,384,135 shares of common stock for corporate debt at a
one  penny  per  share  discount to the closing price on that day.  The expunged
corporate  debt  was  due  to  corporate  officers  $158,842  and non-officer or
existing  shareholders $103,000.  Substantially all of these debts were included
in  the  liabilities  reflected  in  the November 30, 2000 financial statements.


                                        8
<PAGE>
NOTE  5  -  SHAREHOLDERS'  EQUITY  (CONTINUED)

Effective January 2001, as a portion of an agreement for corporate marketing and
investor  relations,  the  Company  issued  100,000  restricted  common  shares.

     The  Company  has  granted options for the purchase of its common shares as
follows:

     Number of Shares     Exercise  Price              Expiration  Date
--------------------------------------------------------------------------------
         100,000          $  0.30  per  share          May  4,  2001
         100,000          $  0.40  per  share          May  4,  2001
         100,000          $  0.50  per  share          May  4,  2001
         200,000          $  0.25  per  share          August  31,  2001
         200,000          $  0.35  per  share          August  31,  2001
         123,457          $  0.81  per  share          January  22,  2002

See  Notes  1,  3  and  8.

NOTE  6  -  RELATED  PARTY  TRANSACTIONS

     Long-term  liabilities  include $225,000 due an officer/shareholder arising
from  monetary  investments into the Company and $66,912 in accrued salaries due
officers.  See  Note  4.

     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.  See  Note  3.

NOTE  7  -  LEASE  COMMITMENTS

     As  of  February  28,  2001,  the Company is obligated under leases for its
production  facilities.  Future  minimum  lease payments under these leases are:

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

 March  1,  2001  -  February  28,  2002                    $  156,700
 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
                                                            ----------
                                                            $  817,200
                                                            ==========

The primary term of the core facility lease ends December 2001.  The Company has
an  option  to  extend  the  term of this lease for an additional five years.  A
second  lease  for  a  contiguous  parcel expires July 2001.  The leases and the
option  extension  agreements  provide for cost of living increases between 3-6%
per  year  on  the  lease  anniversary  dates  in  2002  and  2004, if extended.
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.

NOTE  8  -  SUBSEQUENT  EVENTS

     As  a  part  of  a  services agreement completed in March 2001, the Company
approved  the issuance of 400,000 common shares and warrants for the investor to
acquire up to 200,000 common shares at $0.25 per share and 200,000 common shares
at  $0.35  per  share.  The  warrants  expire  August  31,  2001.



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. Subsequently, the Company
agreed  to  set  the  conversion  price  at  $0.10 per shares. Additionally, the
Company  is obligated to register the shares underlying the Debentures under the
Securities  Act  of  1933.



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 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  southwestern  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
southwestern  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.

                                        9
<PAGE>

RESULTS  OF  OPERATIONS  OF  THE  COMPANY

THREE MONTHS ENDED FEBRUARY 28, 2001 COMPARED TO THREE MONTHS ENDED FEBRUARY 29,
2000

REVENUES  -  Revenues  totaled  $135,277 and $105,504 for the three months ended
February 28, 2001 and February 29, 2000, respectively.  During the latter months
of  the  prior  year  and during the period ended February 28, 2001, the Company
concentrated  its  efforts in the securing of sales contracts for the production
of rubber for rubberized asphalt.  As an integral sales component of the various
Company  sales  products,  as  described  in  its  plan  of  operations,  it was
forecasted that this concentration would provide the largest volume sales at the
best  price break point through the summer 2001. Significant contracts have been
obtained  and  deliveries  are  proceeding.  The  most  significant  of  these
deliveries  will  be in the summer months, the best times to lay asphalt without
weather  considerations.  In  addition  to  these activities, the Company is now
seeking  to  increase  the  sales  of  products  that  tend to deliver on a more
continuous, year around basis.  Based on these expanding positive relationships,
the  Company  is  of  the  opinion  that the volume of its shipped products will
significantly  increase  on a year over year basis in its molded and other crumb
rubber  product  lines.

COST  OF  SALES - Cost of sales totaled $161,859 and $81,055 for the three-month
periods  ended  February  28, 2001 and February 29, 2000, respectively.  Cost of
sales  for the period ended February 28, 2001 were comprised primarily of direct
labor  costs  of $49,850, disposal costs of $27,300, equipment rental charges of
$22,283 which were extraordinary to normal operations, equipment reconfiguration
and  maintenance  of  $37,633  and  $11,591  in  costs attributed to the initial
operations  in  the  sand division.  Cost of sales for the period ended February
29,  2000  were  primarily  comprised  of  direct  labor  costs  of  $47,317 and
maintenance  of  equipment totaling $12,098.  As a percentage of total revenues,
cost  of  sales  was  119.6%  and  76.8%, resulting in apparent gross margins of
(19.6)% and 23.2% for the periods ended February 28, 2001 and February 29, 2000,
respectively.  The  Company  installed  new  equipment in the recent quarter and
expended  significant  time,  labor and expense as one-time costs in calibrating
the  cutters  on  the  new equipment.  These costs are one-time expenses in this
installation  and  constitute  the primary reason for the negative cost of sales
percentage  for  the  period  ended  February  28,  2001.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("SG&A")  expenses  totaled $372,681 and $200,136, for the three
month  periods  ended February 28, 2001 and February 29, 2000, respectively.  In
the period ended February 28, 2001, officer and administrative salaries amounted
to  $111,747,  including  $69,495  in  accruals  to two officers who were either
unpaid  in  the  former year or the position was not held at that time.  Various
consultants  and  legal  expenses  totaled $82,360, with over 60% of that amount
being  a  one-time  contract  expenditure.  Rental  expenses  of  $38,438  and
depreciation  and  amortization of $64,750 completed the majority of the current
quarter  SG&A  expenses.  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.  SG&A expenses for the period ended
February 28, 2000 included $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. Product
development  costs  for  the  current  three-month  period  are  included in the
reported  amounts  for  officer  and  administrative  salaries. The net loss was
$400,063  and  $175,687  for the three-month periods ended February 28, 2001 and
February  29,  2000,  respectively.

ASSETS  AND  LIABILITIES  -  Assets increased from $1,922,362 as of February 29,
2000  to  $9,835,355  as  of  February  28,  2001.  In  addition  to  the  asset
combination effective November 30, 2000 and previously discussed, in the quarter
ended February 28, 2001 the Company has acquired equipment totaling $268,000 and
recorded  $52,250  in accumulated equipment depreciation.  Liabilities increased
from  $1,375,483  as of February 29, 2000 to $2,111,673 as of February 28, 2001.
This  increase was attributable to increases in current quarter accounts payable
and  accrued  expenses  of  $74,901,  increases  in  short-term debt of $60,000,
increases  of  secured debt of $256,546, and all net of a decrease of $64,390 in
notes due Company officers.  The decrease in amounts due corporate officers, net
of  current  salary  earnings, was pursuant to the Company's debt conversions of
these  liabilities.



                                       10
<PAGE>

STOCKHOLDERS'  EQUITY  -  Stockholders'  equity  increased  from  $546,878 as of
February  28,2000  to  $4,617,709  as  of  February  28, 2001.  The increase was
substantially  due  to the asset combination as above discussed, the issuance of
common  shares  in February 2001 as a part of debt conversion including $158,842
in  officer  debt  and  $103,000  in  general  corporate debt, all offset by the
$400,063  current quarter loss and the interim other comprehensive loss of Grant
Claims,  Inc.'s  investment  in  Company  common  stock.


LIQUIDITY  AND  CAPITAL  RESOURCES

GENERAL  -  Overall,  the  Company  had a negative cash flow of $57,151 in three
month  period  ending  February 28, 2001 resulting from $305,897 of cash used by
the  Company's  operating  activities,  $43,483  in  cash  used in the Company's
investment  activities  and  $530,388  provided  by  the  Company's  financing
activities.  Based  on  shipments  of  asphalt  rubber through the summer months
which  will  be  later collected from its customers in normal terms, the Company
has  forecast  that  it  should  attain  positive  operations in fiscal 2001 and
positive cash flow by early Fall 2001.  The Company's forecast, however, assumes
that  all current orders will remain viable and that the Company will be able to
timely  fulfill  such  orders.  Delays in production or cancellation of existing
orders  may  have  a  materially  adverse  effect  on the Company's projections.

CASH  FLOWS  FROM OPERATIONS - Net cash used in operating activities of $305,897
in  the  three  month  period ended February 28, 2001 was primarily due to a net
consolidated  loss  of  $400,063,  a $46,554 increase on inventory and a $64,390
reduction  in  accrued  officer  salaries, all offset by a $64,750 provision for
depreciation  and  amortization,  a  $74,901  increase  in  accounts payable and
accrued  expenses  and  a  $60,000  increase  in  short  term  debt.

CASH  FLOWS FROM INVESTING - Net cash used in the Company's investing activities
of $281,642 in the three month period ended February 28, 2001 funded $270,200 in
purchases  of  new  equipment  net  of  $312,375 in the Company's portion of the
interim  other  comprehensive  loss attributed to the RTI common stock valuation
owned  by  Grant  Claims,  Inc.

CASH  FLOWS  FROM  FINANCING  -  Net  cash  provided  by financing activities of
$530,388  in the three month period ended February 28, 2001 was primarily due to
the  effects  of  the  issuances  of  the Company's common stock of $190,842 for
corporate  debt  conversions,  $83,000  for  services  rendered  the Company and
proceeds  from  borrowings  for  new  machinery  acquisitions totaling $268,000.



Effective  March  1,  2001,  the  Company  entered  into  a  Consulting Services
Agreement  with  Yorkville  Advisors  Management LLC whereby Yorkville agreed to
assist the Company in raising additional capital via an equity line of credit in
exchange for $150,000 of the Company's common stock (1,428,571 shares). Although
the  Company  entered  into  an  agreement  for  financing via an equity line of
credit,  the  Company  subsequently  elected  to  terminate  the  financing.

Effective  March  1,  2001, the Company entered into a Placement Agent Agreement
with  May  Davis  Group,  Inc.  whereby  May Davis Group agreed to assist to the
Company  with  the  sale  of  up  to  $500,000  aggregate  amount of convertible
debentures.  In  exchange,  the Company agreed to pay May Davis 10% of the gross
proceeds  raised  and  to issue May Davis warrants to purchase up to $500,000 of
the Company's common stock at an exercise price of 110% of the closing bid price
of  the common stock on the date of issuance. The warrants are exercisable for a
period  of  five  years. Subsequently, the Company and May Davis agreed to waive
the  issuance  of  the  warrants.

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. Subsequently, the Company
agreed  to  set  the  conversion  price  at  $0.10 per shares. Additionally, the
Company  is obligated to register the shares underlying the Debentures under the
Securities  Act  of  1933.

The  Company  expects that the proceeds from the sale of the Debentures, as well
as  proceeds  from  the  Company's  operations  will  be  sufficient to fund the
Company's  operations  until  the  Company  achieves  positive  cash  flow  from
operations  (presently  forecasted  for  Fall  of  2001).



CAPITAL  EXPENDITURES

The  Company  expended  $270,200  in the three months ended February 28, 2001 to
purchase  additional equipment in connection with the expansion of its business.


INFLATION

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


EMPLOYMENT

As  of  February  28,  2001,  the  Company  had  33  full  time  employees.


                                       11
<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. The
Company is not currently involved in any such litigation which it believes could
have  a  materially  adverse  effect  on  its  financial condition or results of
operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



On  January  19,  2001,  the  Company  issued 100,000 shares of its "restricted"
common  stock  to  an  unrelated individual for marketing services rendered. The
issuance was an isolated transaction not involving a public offering pursuant to
Section  4(2)  of  the  Securities  Act  of  1933.

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. Subsequently, the Company
agreed  to  set  the  conversion  price  at  $0.10 per shares. Additionally, the
Company  is obligated to register the shares underlying the Debentures under the
Securities Act of 1933. The issuance of the Debentures 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.

On  March 13, 2001, the Company issued 400,000 shares of its "restricted" common
stock  and  warrants  to purchase up to 200,000 shares of its common stock at an
exercise  price  of $0.25 per share and 200,000 shares of its common stock at an
exercise  price  of  $0.35  per share to an unrelated individual in exchange for
consulting  services  rendered. All warrants will expire on August 31, 2001. The
issuance was an isolated transaction not involving a public offering pursuant to
Section  4(2)  of  the  Securities  Act  of  1933.

On  May 23, 2001, the Company issued 1,428,571 shares of its "restricted" common
stock  to  Yorkville  Advisor Management LLC in exchange for consulting services
rendered.  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

                                       12
<PAGE>

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


On  April 12, 2001, the  Company  held  its  Annual meeting of Shareholders.  Up
for  consideration  by  the  shareholders  at  the  meeting were three proposals
submitted  by  the  Company's  Board  of  Directors.

(1)     The  first  proposal  involved  the  election  of the Company's Board of
Directors.  Set  forth below is the name of each director elected at the meeting
and  the  number  of  votes cast for their election, the number of votes against
their  election,  the  number  of  votes  abstained and the number of non-votes:


                     Number of      Number of        Number of      Number of
Name                Votes "For"  Votes "Against"  Votes "Abstain"  "Non-Votes"
-----------------  ------------  ---------------  ---------------  -----------
Terrence Burke     48,996,153          199,929       83,100         20,981,758

Thomas L. Reichman 48,996,161          199,921       83,100         20,981,758

Trevor Webb        49,025,453          170,629       83,100         20,981,758

(2)     The  second  proposal  up for consideration involved the amendment of
the Company Articles of Incorporation to increase the authorize common stock
of the Company from 75,000,000 to 150,000,000 and to add a class of preferred
stock.  Set forth below are the number of votes for, against, abstain and
non-votes  for  this  proposal:


                     Number of      Number of        Number of      Number of
                    Votes "For"  Votes "Against"  Votes "Abstain"  "Non-Votes"
                   ------------  ---------------  ---------------  -----------
                    48,267,113      1,006,569         5,500         20,981,758


(3)     Proposal  Three involved the reincorporation of the Company from
Florida to Nevada.  Set forth below are the number of votes for, against,
abstain and non-votes for this  proposal:

                     Number of      Number of        Number of      Number of
                    Votes "For"  Votes "Against"  Votes "Abstain"  "Non-Votes"
                   ------------  ---------------  ---------------  -----------
                    48,697,886       534,796         46,500         20,981,758

As more than two-thirds of the total outstanding shares of the Company,
voted in favor of the above proposals, the proposals were duly approved
and authorized by the shareholders of the Company.


ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits



  10.01       Consulting Services Agreement dated as
              of March 1, 2001 between our Company and
              Yorkville Advisors Management, LLC.              Provided herewith

  10.02       Placement Agent Agreement dated as of            Provided herewith
              March 1, 2001 between our Company and
              May Davis Group, Inc.

  10.03       Registration Rights Agreement dated as of        Provided herewith
              March 1, 20001 between our Company and
              May Davis Group, Inc.

  10.04       Escrow Agreement dated as of March 1, 2001       Provided herewith
              between our Company, May Davis Group, Inc.
              and First Union National Bank

  10.05       Securities Purchase Agreement dated as of        Provided herewith
              March 1, 2001 among our Company and the
              buyers listed on Schedule I attached thereto
              (the "Buyers")

  10.06       Registration Rights Agreement dated as of        Provided herewith
              March 1, 2001 among our Company and the
              Buyers

  10.07       Form of Debenture                                Provided herewith


(b)     Reports on Form 8-K

On  January 25, 2001, the Company filed on Form 8-K, providing details regarding
its acquisition of 51% of the outstanding capital stock of Grant Claims, Inc., a
Nevada  corporation.


                                       13
<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


                              By /s/ Fred Schmidt
                              -----------------------------
                              Fred Schmidt
                              Chief Financial Officer

Dated: July 5, 2001

                                       14