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  August 31, 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)

               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 September 30, 2001
   ----------------------------------------- ----------------------------------
   Common  Stock,  $0.0001  par  value                  72,232,368



     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 August 31, 2001 (Unaudited) and
            November 30, 2000

          Consolidated Statements of Operations (Unaudited) three and
            six months ended August 31, 2001 and August 31, 2000

          Consolidated Statements of Cash Flows (Unaudited) six months
            ended August 31, 2001 and August 31, 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
<S>                                                                            <C>                <C>
                                                                               AUGUST 31, 2001    AUGUST 31, 2000
                                                                               -----------------  -----------------
CURRENT ASSETS
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         32,684   $         59,749
  Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .           608,324            124,239
  Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           428,017             28,540
  Prepaid Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           172,351             17,270
                                                                               -----------------  -----------------
    Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . .         1,241,376            229,798

  PROPERTY AND EQUIPMENT
  Property and Equipment, net of $622,903 (2001) of Accumulated Depreciation.         1,199,643            797,127

  OTHER ASSETS
  Mineral Interests (Note 3). . . . . . . . . . . . . . . . . . . . . . . . .         5,410,668
  Investment in Corporate Common Stock (Note 3) . . . . . . . . . . . . . . .         3,570,000
  Account Receivable (Note 3) . . . . . . . . . . . . . . . . . . . . . . . .                            1,118,665
  Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            46,151             10,813
  Plant Design - Second Plant . . . . . . . . . . . . . . . . . . . . . . . .                 -             92,816
                                                                               -----------------  -----------------
    Total Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,026,819          1,222,294
                                                                               -----------------  -----------------

  TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     11,467,838   $      2,249,219
                                                                               =================  =================


      LIABILITIES AND SHAREHOLDERS' EQUITY

  CURRENT LIABILITIES
  Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . . . .  $        817,415   $        235,665
  Short-Term Notes Payable. . . . . . . . . . . . . . . . . . . . . . . . . .           653,737              9,000
  Current Portion of Notes Payable - Secured. . . . . . . . . . . . . . . . .           137,886             80,692
                                                                               -----------------  -----------------
    Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . .         1,609,038            325,357

  LONG-TERM LIABILITIES (NOTES 4 AND 6)
  Notes Payable - Secured, less current portion . . . . . . . . . . . . . . .           451,751            186,786
  Notes Payable - Officers and Shareholders . . . . . . . . . . . . . . . . .           280,741             66,673
  Accrued Salaries to Officers. . . . . . . . . . . . . . . . . . . . . . . .           158,830
  Notes Payable - Bank and Mineral Interests. . . . . . . . . . . . . . . . .           541,886
  Convertible Debentures (Note 5) . . . . . . . . . . . . . . . . . . . . . .           524,808
  Notes Due Founder and Shareholders. . . . . . . . . . . . . . . . . . . . .                 -            956,752
                                                                               -----------------  -----------------
                                                                                      1,958,016          1,210,211
                                                                               -----------------  -----------------
  TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,567,054          1,535,568

  NON-CONTROLLING INTEREST IN GRANT CLAIMS, INC. (NOTE 3) . . . . . . . . . .         3,343,589

  LEASE COMMITMENTS (NOTE 7)

  SHAREHOLDERS' EQUITY (NOTES 3, 4, 5 AND 8)
  Preferred Stock, $0.0001 par value, authorized 20,000,000 shares

  Common Stock, $0.0001 par value, authorized 150 million shares;
    Issued and outstanding at August 31, 2001,  72,232,368 shares . . . . . .             7,223              3,009

  Additional Paid-In Capital. . . . . . . . . . . . . . . . . . . . . . . . .         8,339,704          3,220,243

  Retained (Deficit). . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (3,789,731)        (2,509,601)
                                                                               -----------------  -----------------
  TOTAL SHAREHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . . . .         4,557,196            713,651
                                                                               -----------------  -----------------

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY. . . . . . . . . . . . . . . . .  $     11,467,838   $      2,249,219
                                                                               =================  =================


</TABLE>



            See accompanying notes to financial statement disclosures.

                                        3
<PAGE>

<TABLE>
<CAPTION>


                                        RUBBER  TECHNOLOGY  INTERNATIONAL,  INC.
                                                STATEMENT  OF  OPERATIONS





                                                             THREE MONTHS   NINE MONTHS  THREE MONTHS   NINE MONTHS
                                                                ENDED          ENDED         ENDED         ENDED
                                                               AUGUST 31,    AUGUST 31,    AUGUST 31,    AUGUST 31,
                                                                 2001           2001         2000          2000
                                                              -----------   -----------   -----------   -----------
<S>                                                           <C>           <C>           <C>           <C>
REVENUES
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,040,262   $ 1,804,676   $   344,902   $   625,322

COST OF GOODS SOLD
Labor. . . . . . . . . . . . . . . . . . . . . . . . . . . .      235,094       312,096       139,199       297,783
Repairs and Maintenance, including three and nine month
  amortization of $29,375 and $59,790, respectively (Note 2)       56,184       126,738        16,733        59,301
Freight. . . . . . . . . . . . . . . . . . . . . . . . . . .      121,608       168,385        11,618        13,224
Raw Material Purchases . . . . . . . . . . . . . . . . . . .      131,854       131,854        17,047        31,847
Trash Removal. . . . . . . . . . . . . . . . . . . . . . . .       53,015        78,020        22,352        69,460
Equipment Leasing and Rental . . . . . . . . . . . . . . . .       42,655        67,991         2,408         8,298
Other Cost of Goods Sold . . . . . . . . . . . . . . . . . .       96,611       208,006        35,603        66,708
                                                              ------------  ------------  ------------  ------------
  Total Cost of Goods Sold . . . . . . . . . . . . . . . . .      737,021     1,093,090       244,960       546,621
                                                              ------------  ------------  ------------  ------------
  GROSS MARGIN (LOSS). . . . . . . . . . . . . . . . . . . .      303,241       711,586        99,942        78,701

SELLING, GENERAL AND ADMINISTRATIVE
Premises Rent. . . . . . . . . . . . . . . . . . . . . . . .       47,438       124,315        38,438       115,002
Legal and Professional . . . . . . . . . . . . . . . . . . .       57,897       202,248        27,085        82,873
Administrative Management. . . . . . . . . . . . . . . . . .       92,404       300,212        75,288       185,301
Depreciation . . . . . . . . . . . . . . . . . . . . . . . .       55,250       162,750        36,000       108,000
Utilities. . . . . . . . . . . . . . . . . . . . . . . . . .       35,864        96,492        32,465        70,247
Interest Expense . . . . . . . . . . . . . . . . . . . . . .       52,127        91,374        25,411        51,224
Debenture Cost . . . . . . . . . . . . . . . . . . . . . . .       10,041       202,154             -             -
Other Expenses . . . . . . . . . . . . . . . . . . . . . . .      121,651       240,656        55,640       129,787
                                                              ------------  ------------  ------------  ------------
                                                                  472,671     1,420,201       290,327       742,434
                                                              ------------  ------------  ------------  ------------

NET (LOSS) BEFORE TAXES ON INCOME. . . . . . . . . . . . . .     (169,430)     (708,615)     (190,385)     (663,733)

TAXES ON INCOME. . . . . . . . . . . . . . . . . . . . . . .            -           800         1,600         2,400
                                                              ------------  ------------  ------------  ------------

NET ORDINARY (LOSS). . . . . . . . . . . . . . . . . . . . .  $  (169,430)  $  (709,415)  $  (191,985)  $  (666,133)
                                                              ============  ============  ============  ============


WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING . . . . . . . . . . . . . . . . . . . .   72,160,940    70,051,137    26,958,718    17,711,466
                                                              ============  ============  ============  ============

NET (LOSS) PER OUTSTANDING COMMON SHARE. . . . . . . . . . .  $     (0.00)  $     (0.01)  $     (0.01)  $     (0.04)
                                                              ============  ============  ============  ============

NET (LOSS) PER FULLY DILUTED COMMON SHARE. . . . . . . . . .  $     (0.00)  $     (0.01)  $     (0.01)  $     (0.04)
                                                              ============  ============  ============  ============

</TABLE>







            See accompanying notes to financial statement disclosures.

                                        4
<PAGE>

<TABLE>
<CAPTION>




                         RUBBER  TECHNOLOGY  INTERNATIONAL,  INC.
                              STATEMENT  OF  CASH  FLOWS



                                                                    NINE MONTHS ENDED    NINE MONTHS ENDED

                                                                     AUGUST 31, 2001      AUGUST 31, 2000
                                                                   -------------------  -------------------
<S>                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES


Net Operating (Loss). . . . . . . . . . . . . . . . . . . . . . .  $         (709,415)  $         (666,133)

ADJUSTMENTS TO RECONCILE NET LOSS
TO  NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Changes in Operating Assets and Liabilities
  Accounts Receivable . . . . . . . . . . . . . . . . . . . . . .            (563,670)             (98,665)
  Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . .            (279,457)              14,692
  Prepaid Expenses. . . . . . . . . . . . . . . . . . . . . . . .            (206,309)             (17,270)
  Provision for Depreciation and Amortization . . . . . . . . . .             222,540              108,000
  Accounts Payable. . . . . . . . . . . . . . . . . . . . . . . .             277,197              116,925
  Short-Term Notes Payable. . . . . . . . . . . . . . . . . . . .             578,737             (105,229)
  Current Portion of Notes Payable - Secured. . . . . . . . . . .             106,214               23,512
                                                                   -------------------  -------------------
Net Cash (Used in) Operating Activities . . . . . . . . . . . . .            (574,163)            (624,168)
                                                                   -------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and Installation of Equipment . . . . . . . . . . . . .            (577,254)            (107,423)
(Increase) in Deposits. . . . . . . . . . . . . . . . . . . . . .             (14,103)                (313)
Corporate Reorganization and Debenture Costs. . . . . . . . . . .                                 (250,000)
(Advances to) New Venture (Note 3). . . . . . . . . . . . . . . .                   -             (311,581)
Asset Combination with Grant Claims, Inc. (Note 3):
  Mineral Interests, net of non-controlling interest. . . . . . .             (86,412)                   -
                                                                   -------------------  -------------------
Net Cash Provided by (Used in) Investing Activities . . . . . . .            (677,769)            (669,317)
                                                                   -------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Debt Increase, Due Shareholders . . . . . . . . . . . . . . . . .                                  227,182
Debt Increase (Decrease), Equipment Loan. . . . . . . . . . . . .             336,145               (6,988)
Debt Increase, Notes Payable, Bank and Mineral Interests. . . . .              16,886
Debt (Decrease), Loan Principal Reductions. . . . . . . . . . . .            (140,609)
Debt Increase (Decrease),  Notes and Salaries Payable - Officers.              83,269               (2,764)
Proceeds from the Sale of Securities and Debenture Conversions. .                                1,106,132
Proceeds from Issuance of Securities in lieu of Cash Payment. . .             397,557
Proceeds from the Sale and Interest Accruals of Debentures. . . .             524,807              807,220
Conversion of Debentures into Common Shares . . . . . . . . . . .                                 (807,220)
                                                                   -------------------  -------------------
Net Cash Provided by Financing Activities . . . . . . . . . . . .           1,218,055            1,323,562
                                                                   -------------------  -------------------

NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . .             (33,877)              30,077

CASH, BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . .              66,561               29,672
                                                                   -------------------  -------------------

CASH, END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . .  $           32,684   $           59,749
                                                                   ===================  ===================

</TABLE>




             See accompanying notes to financial statement disclosures.

                                        5
<PAGE>



                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                       AUGUST 31, 2000 AND AUGUST 31, 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 and crumb rubber products.  Effective November 30,
2000, 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
re-incorporation of the original Nevada corporation. Effective May 31, 2001, the
two  corporations were merged, with the Nevada corporation as the sole survivor.

     On  April  12, 2001, the Company's shareholders' authorized the issuance of
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  August 31, 2001,  72,232,368
shares  of  common  stock  and  no  shares  of  preferred  stock were issued and
outstanding.  See  Note  5.  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  and 2001, 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.

<PAGE>

NOTE  2  -  ACCOUNTING  POLICIES  AND  PROCEDURES  (CONTINUED)

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

     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. was directly expensed in the acquisition quarter.   The
costs  of  debentures funded the Company are directly expensed in the period the
period  of  the  debenture funding.  All other 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 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 as owned
by  Grant  Claims,  LLC.  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.

<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  Company  is  attempting to initiate active operations of these Claims.
It has secured a bid right with the Bureau of Land Management for the removal of
200,000  tons of sand and has submitted the necessary requirements to consummate
the  contract.  In  September 2001, the optionor owner of the excavation rights,
from  which  the Company has the removal rights and an option to secure outright
the  ownership  of the mineral rights, agreed to a favorable modification of the
amount  and  the  term  of past and future payments due under the agreements and
dismissed  the  litigation  against  the  Company.

NOTE  4  -  LONG  TERM  LIABILITIES

     The  Company  is  obligated  under  four  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  $185,000  current  principal  has  been  personally
guaranteed  by  two  officers  of  the  Company  and  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 August  31,
                                             --------------------------------
                                                2002        2003        2004
                                             ---------    --------   --------
  Notes Payable - Secured                    $  44,394    $ 92,799   $  66,332
  Note Payable - Bank                           75,000      75,000      75,000
  Notes Payable - Officers and Shareholders          0     225,000           0
                                             ---------    --------   --------
                                             $  36,692    $266,997   $  48,087
                                             =========    ========   =========

                                        6
<PAGE>

     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
$37,600  per  year.

     Note  Payable -Bank is an $196,774 unsecured, interest-free note obligation
due  a  bank,  payable  $18,750  per calendar quarter starting November 30, 2001
until  paid.

     During  the  quarter ended May 31, 2001, the Company was funded $514,000 in
exchange  for  5.00% debentures which are repayable no later than two years from
the  date of acquisition.  At their option, the debenture holders have the right
to  convert their holdings at either 120% of the bid price on the day of funding
the  debenture  or  80%  of  the  prior  five closing bid prices just prior to a
conversion request.  For the arrangement of these debentures, the Company paid a
10% cash fee and issued 1,428,571 common shares.  Under the debenture agreement,
the  Company  is required to reserve 25 million shares, which would only be used
if the conversion privilege were to drop to 2 cents per share, which the Company
believes  to  be  unlikely.  At  a  rate of 6 cents per share, the Company would
issue  less  than  8.7  million  common  shares  in  complete  conversion of the
debentures.  When issued, these shares will be restricted.  The restriction will
be  removed  on  the  SEC's  approval  of  a  recently  filed  Form  SB-2.

     In  the  six months ended August 31, 2001, the Company received $350,000 to
assist  in the Company's financing, which is reported as a short-term loan.  The
Company  is  currently  in  negotiations  with the lender to convert the loan to
equity.

     In  the  quarter,  the  Company approved the issuance of 142,857 restricted
common  shares  to  a  vendor  in lieu of debt due the vendor.  These shares are
included  in  the  filed  Form  SB-2.

     As  a  part of a services agreement which terminated on August 31, 2001 the
Company issued 400,000 common shares and warrants for the investor to acquire up
to  an  additional  400,000  common shares. The warrants expired August 31, 2001
without  exercise.

     The  Company  has an unexercised open option for the purchase of 123,457 of
its  common  shares  at  $0.81 per share.  This option expires January 22, 2002.


NOTE  6  -  RELATED  PARTY  TRANSACTIONS

     Long-term  liabilities  include $225,000 due an officer/shareholder arising
from  monetary investments into the Company and $187,834 in accrued salaries due
officers.

     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.

                                        7
<PAGE>

NOTE  7  -  LEASE  COMMITMENTS

     As  of  August  31,  2001,  the  Company  is obligated under leases for its
production  facilities.  Future  minimum  lease  payments  under  these  leases,
assuming  a  3%  inflation  rate,  are:

                Term                              Minimum  Annual  Payment
                ----                              ------------------------
 September  1,  2001  -  August  31,  2002               $  158,500
 September  1,  2002  -  August  31,  2003                  163,300
 September  1,  2003  -  August  31,  2004                  168,200
 September  1,  2004  -  August  31,  2005                  173,200
 September  1,  2005  -  August  31,  2006                  178,400
                                                            -------
                                                         $  841,600
                                                         ==========

The  primary  term of the two facilities 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  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 primary lease provides an option to purchase
the  property  under  market  conditions.



                                        8
<PAGE>

ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


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  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  AUGUST  31, 2001 COMPARED TO THREE MONTHS ENDED AUGUST 31,
2000

REVENUES  -  Revenues totaled $1,040,262 and $344,902 for the three months ended
August  31,  2001  and  August  31, 2000, respectively.  During the period ended
August  31,  2001,  the  Company  continued  its substantial deliveries into the
rubberized  asphalt  market while continuing, on a more minor basis, its molding
and  other  crumb  markets;  all  pursuant  to its plan of operations.  Based on
contracts  and  purchase  orders  in  place and the positive relationships being
developed,  the  Company  is  of  the  opinion  that  there  will be further and
significant  increases  in its existing product deliveries in the product cycles
and  additional,  material  and  recurring sales in the near future in its crumb
rubber  product lines.  Revenues for the three months ended August 31, 2000 were
generally divided among the production of landscaping fill, feedstock and molded
products,  in  addition  to  revenues from the receipt of tires into production.

COST  OF  SALES - Cost of sales totaled $737,021and $244,960 for the three month
periods  ended August 31, 2001 and August 31, 2000, respectively.  Cost of sales
for  the  three  month  period  ended August 31, 2001 was comprised primarily of
direct  labor  costs  of  $235,094, raw materials purchases of $131,854, freight
costs  of  $121,608,  equipment  maintenance  and minor enhancements of $56,184,
disposal  costs  of  $53,015, and other costs of $96,611.  Cost of sales for the
period  ended  August 31, 2000 were primarily comprised of direct labor costs of
$139,199,  disposal  costs  of  $22,352,  and  maintenance of equipment totaling
$16,733.  As  a  percentage  of total revenues, cost of sales, respectively, was
70.8%  and 71.0%, resulting in gross margins of  29.2% and 29.0% for the periods
ended August 31, 2001 and August 31, 2000, respectively.  Whereas the total cost
of  sales increased $492,061 in the quarter ended August 31, 2001 as compared to
the  quarter  ended  August  31,  2000,  the increase was in the same percentage
relationship  as  the dramatic and comparable quarter to quarter sales increases
of $695,360. Each of the cost elements within cost of sales are constantly being
challenged and, where possible, reduced.  Changing production procedures and the
recently  installed  equipment  are  also  contributing  anticipated  production
efficiencies. On a whole dollar and percentage basis, three of the components of
the  quarterly total cost of sales varied greatly; labor increased $95,895 (9.2%
of revenues), purchased raw materials increased $114,807 (11.0% of revenues) and
equipment  leasing  costs  increased  $40,247 (3.9% of revenues). The production
labor  increase  was  due  to  the  initial  operation  of  production equipment
installed  in the prior 2001 quarter and larger overall shift levels experienced
in  the  newly  required  coordination  of  material from production activity to
activity,  which  the Company believes has now has finally resulted in increased
productivity  efficiency.  In  2001,  the  Company  experienced  difficulties in
attaining  a  continuous  and  sufficient  inflow of tires, which were needed to
support  the dramatically increased summer 2001 product deliveries. The $131,854
(7.3% of revenues) of such feedstock purchases attributed to the current quarter
is  considered  an  expense extraordinary to normal operations and is having and
will  have  an  additional  negative  impact  to the Company's operations in the
quarters ended August 31, 2001 and November 30, 2001 (because of additional such
extraordinary  costs  in  inventory  at  August  31,  2001)  from  the purchases
exceeding 6 million pounds of crumb feedstock in lieu of the normal condition of
being  paid to receive tires which are manufactured into sold crumb rubber. This
negative  tire  inflow  condition  was  resolved  by  August  31,  2001 with the
Company's execution of a multi-year contract annually providing the Company with
up  to 70 million pounds of tires.  Equipment rental expenses have increased due
to  the new production line installed early in the quarter ended August 31, 2001
which  is  leased under an operating lease agreement based on production levels.
Since the Company's business plan anticipates significant increases in sales and
production,  these expenses are expected to increase on a whole dollar basis but
remain  relatively constant on a percentage basis.  The Company's disposal costs
increased  $30,663  from  $22,352  (6.5%  of revenues) in the three months ended
August  31,  2000 to $53,015 (5.1% of revenues) in the three months ended August
31,  2001  primarily  because  of  increased  production  levels.


                                       10
<PAGE>
SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("SG&A")  expenses  totaled  $472,671  (45.4%  of  revenues) and
$290,327  (84.2%  of revenues) for the three month periods ended August 31, 2001
and  August  31, 2000, respectively.  In the three month period ended August 31,
2001,  the  Company's  efforts  were  concentrated  in equipment acquisition and
financing and the securing of operating arrangements and alliances to assure the
increased  sales  and  production  material  balancing  for  those  sales.  SG&A
expenses  for  the  period  ended  August  31,  2001 were primarily comprised of
$57,894  (5.6%  of revenues) in legal and professional fees related primarily to
the approximate $35,000 in service fees paid in intended equipment financing and
legal  expenses in sustaining and resolving legal issues generally involving the
Grant  Claims'  operations  and $19,973 (1.9% of revenues) in sales commissions,
facilities  rent of $47,438 (4.6% of revenues), depreciation and amortization of
$55,250 (5.3% of revenues), officer's salaries of $92,404 (8.9% of revenues) and
utilities  expenses  of $35,864 (3.4% of revenues).  SG&A expenses for the three
month  period  ended August 31, 2000 were comprised primarily of facilities rent
of  $38,438 (11.1% of revenues), depreciation of $36,000 (10.4% of revenues) and
officer  salaries  of  $75,288  (21.8%  of  revenues).  The  $182,344  quarterly
increase  in  all  SG&A  expenses  from the comparable three month periods ended
August  31, 2001 and 2000 reflect and approximate 15% overall increase in office
costs  to support the $695,360 increase in sales, a doubling of interest expense
to  $52,127  (3.4%  of  revenues) in the quarter ended August 31, 2001 resulting
from  interest  increases  for additional equipment and debenture costs, $19,250
(1.9%  of  revenues)  in additional depreciation from the $36,000 in the quarter
ended  August  31,  2000 because of the additional production equipment. The net
loss  was  $169,430 for the three-month period ended August 31, 2001 and the net
loss  was  $191,985  for  the  three-month  period  ended  August  31,  2000.

ASSETS  AND  LIABILITIES  - Assets increased $548,166 from $10,919,672 as of May
31,  2001  to  $11,467,838  as  of  August  31,  2001.  The  net  increase  was
attributable  to  an increase in accounts receivable of $404,039, an increase of
$74,351  in  equipment and leasehold improvements and an increase of $107,064 in
prepaid  expenses,  net  of  a  decrease  of  $47,032 in inventory.  Liabilities
increased  from  $2,784,743  as  of  May 31, 2001 to $3,567,054 as of August 31,
2001.  This  increase  was  attributable  to  increases  in  accounts payable of
$177,751,  an  increase of  $543,737 in short-term notes payable, an increase of
amounts  due  corporate officers of $26,737, and an increase of $81,392 in short
and  long  term  secured debt; all offset by a liability decrease of  $58,114 in
mineral  interest debt.  Earlier reported financial statements are being amended
to reflect the immediate costing, when incurred, of the costs of the acquisition
of  Global  Sight,  Inc.  and each of the debenture issues since March 2001. The
comparative  amounts  for  May  31,  2001  assume  the  effect  of the impending
revisions.

SHAREHOLDERS'  EQUITY - Shareholders' equity increased from $4,716,624 as of May
31,  2001  to  $4,557,196  as  of  August  31, 2001.  Other than operations, the
increase  is  attributed  to the issuance of $10,000 in common shares in lieu of
cash  payment  of  a  corporate  expense.

LIQUIDITY  AND  CAPITAL  RESOURCES

GENERAL  -  Overall, the Company had a positive cash flow of $8,094 in the three
month  period  ending August 31, 2001 resulting from $156,311of cash provided by
the  Company's  investing activities offset by $95,528 of cash used in operating
activities  and  $52,689  of  cash  used  in  financing  activities.


                                       11
<PAGE>
CASH  FLOWS  FROM OPERATIONS - Net cash used in operating activities of $105,569
in the three month period ended August 31, 2001 was primarily due to an increase
of  accounts  receivable  of  $404,039  and  a  $107,064 net increase of prepaid
expenses;  offset  by  a  $47,032  decrease  of  inventory,  an accounts payable
increase  of  $177,751,  an increase of $294,931 in short-term notes payable and
secured  debt  and  depreciation  and  amortization  totaling  $55,250.

CASH  FLOWS FROM INVESTING - Net cash used in the Company's investing activities
of  $205,969  in  the  three month period ended August 31, 2001 primarily funded
$129,601 in equipment purchases and installation and the $74,718 decrease in the
non-controlling  interest  portion  of  Grant  Claims.

CASH  FLOWS  FROM FINANCING - The net $319,632 of cash provided by the Company's
financing  activities  in  the  three  month  period  ended  August 31, 2001 was
primarily  due to the $350,000 in a new short-term debt and the $55,741 increase
in  notes  payable  to  corporate  officers,  offset  by  $19,802  in  principal
reductions  in  secured debt and the $58,114 decrease in unsecured debt due bank
and  mineral  interests.

CAPITAL  EXPENDITURES  - The Company expended $129,601 in the three months ended
August 31, 2001 to purchase and install additional equipment and improvements in
connection  with  the  expansion  of  its  business.



                                       12
<PAGE>
NINE  MONTHS ENDED AUGUST 31, 2001 COMPARED TO NINE MONTHS ENDED AUGUST 31, 2000

REVENUES  -  Revenues  totaled $1,804,676 and $625,322 for the nine months ended
August  31,  2001  and  August  31, 2000, respectively.  During the period ended
August  31,  2001,  the  Company  continued  its substantial deliveries into the
rubberized  asphalt  market while continuing, on a more minor basis, its molding
and  other  crumb  markets;  all  pursuant  to its plan of operations.  Based on
contracts  and  purchase  orders  in  place and the positive relationships being
developed,  the  Company  is  of  the  opinion  that  there  will be further and
significant  increases  in  its  existing product deliveries in their cycles and
additional  and  material  sales  in the near future in its crumb rubber product
lines.  Revenues  for  the  nine  months  ended  August  31, 2000 were generally
divided among the production of landscaping fill, feedstock and molded products,
in  addition  to  revenues  from  the  receipt  of  tires  into  production.

COST OF SALES - Cost of sales totaled $1,093,090 and $546,621 for the nine-month
periods  ended August 31, 2001 and August 31, 2000, respectively.  Cost of sales
for  the  nine  month  period  ended  August 31, 2001 was comprised primarily of
direct  labor  costs of $312,096 (17.3% of revenues), raw materials purchases of
$131,854  (7.3%  of  revenues),  freight  costs  of $168,385 (9.3% of revenues),
equipment  maintenance  and  minor  enhancements of $126,738 (7.0% of revenues),
disposal costs of $78,020 (4.3% of revenues), and other costs of $208,006 (11.5%
of revenues).  Cost of sales for the period ended August 31, 2000 were primarily
comprised  of direct labor costs of $297,783 (47.6% of revenues), disposal costs
of  $69,460  (11.1%  of revenues), and maintenance of equipment totaling $59,301
(9.5%  of  revenues).  As  a  percentage  of  total  revenues,  cost  of  sales,
respectively,  was  60.6%  and  87.4%, resulting in gross margins of a 39.4% and
12.6%  for  the periods ended August 31, 2001 and August 31, 2000, respectively.
Whereas  the  total  cost  of  sales increased $546,469 in the nine months ended
August  31,  2001  as  compared  to  the  nine months ended August 31, 2000, the
increase ($546,469) was an approximate 100% increase in costs as contrasted with
an  approximate  200%  increase  in  sales  ($1,179,354)  in the same comparable
periods.  Each  of  the  cost elements within cost of sales are constantly being
challenged and, where possible, reduced.  Changing production procedures and the
recently  installed  equipment  are  also  contributing  anticipated  production
efficiencies.  On a whole dollar and percentage basis, four of the components of
the  nine  months  total  cost  of sales varied greatly; repairs and maintenance
increased $67,437 (3.7% of revenues), raw materials purchases increased $100,007
(5.5%  of revenues), freight increased $155,161 (8.6% of revenues) and equipment
leasing  increased  $59,693  (3.3%  of  revenues).  The  repairs and maintenance
increase was due to the 2001 increased investments in minor equipment to achieve
production  gains.  In 2001, the Company experienced difficulties in attaining a
continuous  and  sufficient  inflow  of  tires, which were needed to support the
dramatically  increased  summer  product  deliveries.  The  $131,854  (7.3%  of
revenues)  of  such  feedstock  purchases  attributed  to the current quarter is
considered  an expense extraordinary to normal operations and is having and will
have  an  additional negative impact to the Company's operations in the quarters
ended  August  31,  2001  and  November  30,  2001  (because  of additional such
extraordinary  costs  in  inventory  at  August  31,  2001)  from  the purchases
exceeding 6 million pounds of crumb feedstock in lieu of the normal condition of
being paid to receive tires which are manufactured into sold crumb rubber.  This
negative  tire  inflow  condition  was  resolved  by  August  31,  2001 with the
Company's execution of a multi-year contract annually providing the Company with
up  to 70 million pounds of tires.  Equipment rental expenses have increased due
to  the new production line completed installation in June 2001, which is leased
under  an  operating  lease  agreement  based  on  production levels.  Since the
Company's  business  plan  anticipates  significant  increases  in  sales  and
production  these  expenses are expected to increase on a whole dollar basis and
remain  relatively  constant on a percentage basis.  The Company's freight costs
increased  $155,161  (8.6%  of  revenues) from $13,224 (2.1% of revenues) in the
nine  months  ended  August  31, 2000 to $168,385 (9.3% of revenues) in the nine
months  ended  August  31,  2001  because  the sales to the asphalt industry are
generally  FOB  the buyers facility, a condition different from other historical
customers'  arrangements.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("SG&A")  expenses  totaled  $1,420,201  (78.7% of revenues) and
$742,434  (64.1%  of  revenues) for the nine month periods ended August 31, 2001
and  August  31,  2000, respectively.  In the nine month period ended August 31,
2001,  the  Company's  efforts were concentrated in securing new sales contracts
and  delivering against those contracts, equipment acquisition and financing and
the securing of operating arrangements and alliances to assure the increasing of
sales  and production material balancing for those sales.  SG&A expenses for the
period  ended  August  31,  2001  were primarily comprised of $202,248 (11.2% of
revenues)  in  legal  and  professional  fees  including, primarily, $153,000 in
investor  and  marketing fees and an approximate $35,000 in service fees paid in
intended  equipment  financing  and  legal  expenses in sustaining and resolving
legal  issues  generally involving the Grant Claims' operations.   Also incurred
were  expenses  for facilities rent of $124,315 (7.0% of revenues), depreciation
and  amortization  of $162,750 (9.0% of revenues), administrative and management
salaries of $300,212 (16.6% of revenues), utilities expenses of $96,492 (5.3% of
revenues)  and  sales  commissions  to  third  parties totaling $38,680 (2.1% of
revenues).  SG&A  expenses  for the nine month period ended August 31, 2000 were
comprised  primarily  of  facilities  rent  of  $115,002  (18.4%  of  revenues),
depreciation of $108,000 (17.3% of revenues), debenture expenses of $202,154 and
administrative  and  management  salaries  of $185,301 (29.6% of revenues).  The
$475,613 increase in the nine month SG&A expenses from the comparable periods of
nine  months ended August 31, 2001 and 2000 reflect the $119,375 (144%) increase
in  legal  and  professional  expenses  primarily  comprising  the $93,000 above
described  which  the  Company believes to have been one time 2001 expenses, the
$114,911  (62%)  increase in management salaries (62%) which is comprised of the
lack  of  salary  to  the  founder  and President in 2000 offset by decreases in
overall  management salaries in 2001, a $54,750 (50.7%) increase in depreciation
resulting  from  the  increased  production  equipment installed in the plant, a
$202,154  (5.1% of revenues) cost of a second quarter 2001 debenture issue and a
$40,150 (78.4%) increase in interest expense to $91,374 in the nine months ended
August  31,  2001  resulting  from  new equipment loans and $10,808 in debenture
interest  in  the nine months ended August 31, 2001.   The net loss was $709,415
and  $666,133  for  the  respective nine-month periods ended August 31, 2001 and
2000.

ASSETS  AND  LIABILITIES  -  Assets  increased  $9,218,619 from $2,249,219 as of
August  31,  2000 to $11,467,838 as of August 31, 2001.  The $9,218,619 increase
was  primarily  due  to  the $5,410,668 acquisition of mineral interests and the
$3,570,000  investment  in  common  stock  net of the $1,118,665 related account
receivable;  all  of which was originally purchased effective November 30, 2000,
and  additionally  due  to  an  increase  in accounts receivable of $484,085, an
inventory  increase  of  $399,477,  and a $402,516 increase in the equipment and
leasehold  improvements,  all  of which is related to the increased summer sales
activity.  Liabilities  increased  from  $1,535,568  as  of  August  31, 2000 to
$3,567,054  as  of August 31, 2001.  This increase was attributable to increases
in  accounts  payable  of  $581,750,  increases  of  short-term notes payable of
$644,737, an increase of amounts due corporate officers of $214,068, an increase
of  $541,886  in notes payable arising from the mineral interest acquisition, an
increase if $524,808 in convertible debentures, net of a $1,001,264 note payable
decrease  from  the  conversion of this debt to Company common stock in November
2000.  Earlier  reported  financial  statements are being amended to reflect the
immediate  costing,  when  incurred,  of  the costs of the acquisition of Global
Sight,  Inc.  and each of the debenture issues since March 2001. The comparative
amounts  for  August  31,  2000  assume  the  effect of the impending revisions.



SHAREHOLDERS'  EQUITY  - Shareholders' equity increased $4,193,544 from $713,651
as  of  August  31,  2000 to $4,557,196 as of August 31, 2001.  The increase was
attributable to an increase of $3,570,000 in shares issued in the acquisition of
the  mineral interests effective November 30, 2000,  $85,714 in compensation for
the securing of the $514,000 debentures in the second quarter of 2001,  $153,000
in  lieu  fees  for  marketing  and  investor services and  $1,314,986 in common
shares  issued in the exchange and extinguishing of Company debt obligations all
offset by the increased retained deficits from the operations of the Company for
the  year  ended  August  31,  2001.


LIQUIDITY  AND  CAPITAL  RESOURCES

GENERAL  -  Overall, the Company had a negative cash flow of $33,877 in the nine
month  period  ending August 31, 2001 resulting from $1,568,056 of cash provided
by  the  Company's  financing  activities,  offset  by  $924,163 of cash used in
operating  activities and $677,770 of cash of cash used in investing activities.

CASH  FLOWS  FROM OPERATIONS - Net cash used in operating activities of $924,163
in  the  nine month period ended August 31, 2001 was primarily due the loss from
operations,  an  increase  of  accounts  receivable  of $563,670, an increase of
inventory  of  $279,457,  a $206,359 increase of prepaid expenses; all partially
offset  by  an increase of accounts payable and accrued expenses of $277,197, an
increase  of  $228,737  in  short-term  notes  payable  and  depreciation  and
amortization  of  $222,540.

CASH FLOWS FROM INVESTING - Net cash used in investing activities of $677,770 in
the  nine  month  period  ended  August  31,  2001 primarily funding $577,254 in
equipment  purchases  and  installation  and  a net $86,412 in net costs for the
non-controlled  mineral  interests.



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CASH FLOWS FROM FINANCING - The net $1,568,056 in net cash provided by financing
activities  in  the nine month period ended August 31, 2001 was primarily due to
proceeds  from  the  $514,000  debenture  funding, proceeds from $350,000 in new
short-term  notes,  proceeds from the issuances of the Company's common stock of
$397,557  in  lieu  of cash payment and $336,145 in new equipment loans;  net of
$140,609  of  principal  reductions  of  long  and  short-term  debt.

CAPITAL  EXPENDITURES

The  Company  expended  $577,254  in  the  nine  months ended August 31, 2001 to
purchase  and  install  additional equipment and improvements 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  August  31  2001,  the  Company  had  51  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 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 July 12, 2001, the Company issued  142,857 shares of "restricted" common
stock  valued  at  $10,000  to  an unrelated individual in exchange for 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

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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

None.


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                              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: October 15, 2001

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