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


                                  FORM 10-QSB

     (Mark  One)

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

     For  the  quarterly  period  ended  May 31, 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 June 30, 2001
   ----------------------------------------- ----------------------------------
   Common  Stock,  $0.0001  par  value                  72,089,511



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

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

          Consolidated Statements of Cash Flows (Unaudited) six months
            ended May 31, 2001 and May 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


                                                                              MAY 31, 2001    MAY 31, 2000
                                                                             --------------  --------------
<S>                                                                          <C>             <C>
CURRENT ASSETS
Cash                                                                         $      24,590   $     385,270
Accounts Receivable                                                                204,285          54,812
Inventory                                                                          475,049          28,432
Prepaid Expenses                                                                    65,287               -
                                                                             --------------  --------------
  Total Current Assets                                                             769,211         468,514

PROPERTY AND EQUIPMENT
Property and Equipment, net of $567,653 (2001) of Accumulated Depreciation       1,125,292         787,925

OTHER ASSETS
Mineral Interests (Note 3)                                                       5,410,668
Investment in Corporate Common Stock (Note 3)                                    1,912,500
Account Receivable (Note 3)                                                                        953,298
Deposits                                                                            44,501          10,813
Corporate Reorganization and Debenture Costs, net of $79,836
  of Accumulated Amortization (Note 2)                                             362,278         330,000
Plant Design - Second Plant                                                              -          92,816
                                                                             --------------  --------------
  Total Other Assets                                                             7,729,947       1,386,927
                                                                             --------------  --------------

TOTAL ASSETS                                                                 $   9,624,450   $   2,643,366
                                                                             ==============  ==============


    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses                                        $     639,664   $     147,433
Short-Term Notes Payable                                                           110,000         135,593
Current Portion of Notes Payable - Secured                                          36,692          57,180
                                                                             --------------  --------------
  Total Current Liabilities                                                        786,356         340,206

LONG-TERM LIABILITIES (NOTES 4 AND 6)
Notes Payable - Secured, less current portion                                      471,553         198,089
Notes Payable - Officers and Shareholders                                          225,000          87,588
Accrued Salaries to Officers                                                       187,834         869,066
Notes Payable - Bank and Mineral Interests                                         600,000
Convertible Debentures (Note 5)                                                    514,000
Note Due Founder/Shareholder                                                             -         575,000
                                                                             --------------  --------------
                                                                                 1,998,387       1,729,743
                                                                             --------------  --------------
TOTAL LIABILITIES                                                                2,784,743       2,069,949

NON-CONTROLLING INTEREST IN GRANT CLAIMS, INC. (NOTE 3)                          2,606,128

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 May 31, 2001,  72,089,511 shares                         7,209           1,709

Additional Paid-In Capital                                                       8,329,717       2,639,323

Other Comprehensive Loss                                                          (845,323)

Retained (Deficit)                                                              (3,258,024)     (2,067,615)
                                                                             --------------  --------------
TOTAL SHAREHOLDERS' EQUITY                                                       4,233,579         573,417
                                                                             --------------  --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $   9,624,450   $   2,643,366
                                                                             ==============  ==============

</TABLE>


            See accompanying notes to financial statement disclosures.

                                        3
<PAGE>

<TABLE>
<CAPTION>

                                        RUBBER  TECHNOLOGY  INTERNATIONAL,  INC.
                                                STATEMENT  OF  OPERATIONS


                                                   THREE MONTHS     SIX MONTHS     THREE MONTHS     SIX MONTHS
                                                       ENDED          ENDED           ENDED           ENDED
                                                   MAY 31, 2001    MAY 31, 2001    MAY 31, 2000    MAY 31, 2000
                                                   -------------  --------------  --------------  --------------
<S>                                                <C>            <C>             <C>             <C>
REVENUES
Revenues                                           $     629,134  $     764,412   $     174,916   $     280,420

COST OF GOODS SOLD
Labor                                                     27,152         77,002         111,267         158,584
Repairs and Maintenance, including 2001 three             32,921         70,554          30,470          42,568
  month amortization of $18,941 (Note 2)
Trash Removal                                             47,705         50,005          38,962          47,108
Raw Materials and Other                                   86,432        158,508          39,907          53,401
                                                   -------------  --------------  --------------  --------------
  Total Cost of Goods Sold                               194,210        356,069         220,606         301,661
                                                   -------------  --------------  --------------  --------------
  GROSS MARGIN (LOSS)                                    434,924        408,343         (45,690)        (21,241)

SELLING, GENERAL AND ADMINISTRATIVE
Premises Rent                                             38,439         76,877          38,438          76,564
Legal and Professional                                    61,992        144,351           4,329          55,788
Administrative Management                                 96,060        207,808          75,367         110,013
Depreciation and Amortization                             72,586        137,336          36,000          72,000
Utilities                                                 44,121         60,627          25,716          37,780
Interest Expense                                          18,485         39,248          14,265          25,813
Other Expenses                                            80,887        119,006          57,856          74,148
                                                   -------------  --------------  --------------  --------------
                                                         412,570        785,253         251,971         452,106
                                                   -------------  --------------  --------------  --------------

NET INCOME (LOSS) BEFORE TAXES ON
  INCOME                                                  22,354       (376,911)       (297,661)       (473,347)

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

NET ORDINARY INCOME (LOSS)                         $      22,354  $    (377,711)  $    (298,461)  $    (474,147)
                                                   =============  ==============  ==============  ==============

OTHER COMPREHENSIVE LOSS
Unrealized loss on investment in Company common
  shares, based on attributable, consolidated
  investment by Grant Claims, Inc. (Note 3)        $     520,200  $     845,325   $           -   $           -
                                                   =============  ==============  ==============  ==============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                  70,728,642     68,965,928      15,192,882      13,089,979
                                                   =============  ==============  ==============  ==============

NET INCOME (LOSS) PER OUTSTANDING COMMON SHARE     $        0.00  $       (0.01)  $       (0.02)  $       (0.04)
                                                   =============  ==============  ==============  ==============

NET INCOME (LOSS) PER FULLY DILUTED COMMON SHARE   $        0.00  $       (0.01)  $       (0.02)  $       (0.04)
                                                   =============  ==============  ==============  ==============
</TABLE>

            See accompanying notes to financial statement disclosures.

                                        4
<PAGE>

<TABLE>
<CAPTION>

                       RUBBER  TECHNOLOGY  INTERNATIONAL,  INC.
                              STATEMENT  OF  CASH  FLOWS



                                                                SIX MONTHS ENDED    SIX MONTHS ENDED
                                                                  MAY 31, 2001        MAY 31, 2000
                                                               ------------------  ------------------
<S>                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Operating Income (Loss)                                    $        (377,711)  $        (474,147)

ADJUSTMENTS TO RECONCILE NET LOSS
TO  NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Changes in Operating Assets and Liabilities
  Accounts Receivable                                                   (159,631)            (29,238)
  Inventory                                                             (326,489)             14,800
  Prepaid Expenses                                                       (58,397)
  Provision for Depreciation and Amortization                            156,277              72,000
  Accounts Payable                                                        99,446              28,693
  Accrued Salaries to Officers                                           (64,390)
  Short-Term Notes Payable                                               110,000              21,364
  Current Portion of Notes Payable - Secured                               5,021                   -
                                                               ------------------  ------------------
Net Cash (Used in) Operating Activities                                 (615,874)           (366,528)
                                                               ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and Installation of Equipment                                 (447,653)            (62,221)
Increase in Deposit                                                      (12,453)               (313)
Corporate Reorganization and Debenture Costs                            (192,114)           (330,000)
(Advances to) New Venture (Note 3)                                             -            (146,214)
Asset Combination with Grant Claims, Inc. (Note 3):
  Mineral Interests, net of non-controlling interest                    (187,680)
  Investment in common stock, net of Other
      Comprehensive Loss                                                 175,985                   -
                                                               ------------------  ------------------
Net Cash Provided by (Used in) Investing Activities                     (663,915)           (538,748)
                                                               ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Debt Increase, Due Officers or Shareholders                              120,922             139,496
Debt Increase, Equipment Loan Funding                                    286,145               4,315
Debt Decrease, Loan Principal Reductions                                 (70,805)
Debt (Decrease) Increase,  Notes Payable - Officers                                           18,151
Proceeds from the Sale of Securities                                                         523,912
Proceeds from Issuance of Securities in lieu of Cash Payment             196,714
Proceeds from the Sale of Debentures                                     514,000             800,000
Conversions of Unsecured Debt to Common Shares                           190,842
Conversion of Debentures into Common Shares                                                 (225,000)
                                                               ------------------  ------------------
Net Cash Provided by Financing Activities                              1,237,818           1,260,874
                                                               ------------------  ------------------

NET INCREASE (DECREASE) IN CASH                                          (41,971)            355,598

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

CASH, END OF PERIOD                                            $          24,590   $         385,270
                                                               ==================  ==================

</TABLE>


            See accompanying notes to financial statement disclosures.

                                        5
<PAGE>




                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          MAY 31, 2000 AND MAY 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 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
re-incorporation  of  the  Company  from  a  Florida  corporation  to  a  Nevada
corporation.  Effective May 31, 2001, the Company completed its re-incorporation
and  is  now  deemed  a  Nevada  corporation.

     On  April 12, 2001, the Company's shareholders' authorized the amendment of
the  Company's  Articles  of  Incorporation  increasing the Company's authorized
capital  stock  to  provide  for  up  to 150 million shares of $0.0001 par value
common  stock and 20 million shares of $0.0001 par value preferred stock.  As of
May 31, 2001, 70,089,511 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.

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

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.


                                        6
<PAGE>

     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. is being amortized over an estimated life of five years.
The  costs  of  debentures funded the Company are amortized over the life of the
debenture  agreement.  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 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.

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.


                                        7
<PAGE>

     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.

     The  Company  is  attempting to initiate active operations of these Claims.
It  has secured a bid right with the Bureau of Land Management and is submitting
the  necessary  requirements  to consummate the contract.  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, has initiated
litigation  for  payments  contended as due under the contract.  The Company has
offered  to  bring  all  payments  current  in  exchange  for  dismissal  of the
litigation.  In  the  Company's  opinion, this litigation will not now defer the
initiation of operations under the impending Bureau of Land Management contract.

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  $236,000  current  principal  has  been  personally
guaranteed  by  two  officers  of  the  Company  and  a non-officer/shareholder.

                                        8
<PAGE>
     Under  the  provisions  of  long-term  third  party  personal property debt
agreements,  the  Company  has the following minimum annual payment obligations:


                                             Year Ended May  31,
                                         2002        2003        2004
                                      --------     --------    --------
 Notes Payable - Secured              $ 36,692     $ 41,997    $ 48,087
 Notes Payable -  Officers and
   Shareholders                              0      225,000           0
                                      --------     --------    --------
                                      $ 36,692     $266,997    $ 48,087

     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.

     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

     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.  Subsequently,  the  Company  agreed  to set the conversion
price  to $0.10 per share.  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.

     The  Company has received $100,000 prior to May 31, 2001, which is reported
as  a  short-term loan, and an additional $150,000 subsequent to May 31, 2001 to
assist  in  the  Company's  financing.  The Company is currently in negotiations
with  the  lender  to  convert  the  loan  to  equity.

     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 and are included in the
below  listing  of  unexercised  warrants.

                                        9
<PAGE>

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

     Number  of  Shares      Exercise  Price          Expiration     Date
     ------------------      ---------------          ----------     ----
         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


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.  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  May  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
          ------                                    --------------------------
 June  1,  2001  -  May  31,  2002                         $  156,100
 June  1,  2002  -  May  31,  2003                            160,800
 June  1,  2003  -  May  31,  2004                            165,600
 June  1,  2004  -  May  31,  2005                            170,600
 June  1,  2005  -  May  31,  2006                            175,700
                                                           ----------
                                                           $  828,800
                                                           ==========

The primary term of the two facility leases ends December 2001.  The Company has
an  option to extend the term of these leases for an additional five years.  The
leases  and the 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.

                                       10
<PAGE>

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


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

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.


                                       11
<PAGE>
RESULTS  OF  OPERATIONS  OF  THE  COMPANY

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

REVENUES - Revenues totaled $629,134 and $174,916 for the three months ended May
31,  2001 and May 31, 2000, respectively.  During the period ended May 31, 2001,
the  Company initiated 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 product
deliveries  in  the  near  future  in its major product lines.  Revenues for the
three  months  ended May 31, 2000 were generally divided among the production of
landscaping  fill  and molded products, in addition to revenues from the receipt
of  tires  into  production.

COST  OF SALES - Cost of sales totaled $194,210 and $220,606 for the three month
periods  ended  May  31, 2001 and May 31, 2000, respectively.  Cost of sales for
the  three  month  period  ended May 31, 2001 were comprised primarily of direct
labor  costs  of  $27,152,  disposal costs of $47,705, equipment maintenance and
minor enhancements of $32,921 and other costs of $86,432.  Cost of sales for the
period  ended  May  31,  2000  were primarily comprised of direct labor costs of
$111,267,  disposal  costs  of  $38,962  and  maintenance  of equipment totaling
$30,470.  As  a  percentage  of total revenues, cost of sales, respectively, was
30.9% and a negative 126.1%, resulting in apparent respective gross margins of a
69.1%  and a negative 26.1% for the periods ended May 31, 2001 and May 31, 2000,
respectively.  Whereas  the  current  total cost of sales reduced $26,396 in the
quarter  ended  May 31, 2001 as compared to May 31, 2000, the primary reason for
the  dramatic  percentage  reductions  rests  in  the comparable quarterly sales
increases  of  $454,218.  Each  of  the  cost elements within costs of sales are
constantly  being  challenged and, where possible, reduced.  Changing production
procedures  and  the newly installed equipment are also contributing anticipated
production  efficiencies.  Total  production  labor payroll increased $52,683 in
the  comparable  three month periods 2001 to 2000 but labor allocated to cost of
sales  decreased $84,115 in the comparable three month periods 2001 to 2000 from
$111,267  (63.6%  of  revenues)  in  2000 to $27,152 (4.3% of revenues) in 2001.
This  was  primarily  due  to  the inventory increases and the capitalization of
certain  labor  into  the  installation of new equipment production lines in the
three  months  ended May 31, 2001.  Disposal costs increased $8,743 from $38,962
(22.3%  of  revenues) in the three months ended May 31, 2000 to $47,705 (7.6% of
revenues)  in  the  three  months  ended  May  31, 2001 because of the increased
production  levels  and  the  relative  inefficiencies  of  the equipment as the
equipment  was  being  operated  primarily at the beginning of the three months.
The  primary reason for the negative 26.1% for the period ended May 31, 2000 was
the  decision  to  maintain  a  minimum, but experienced, production staff, when
sales  of  rubber  based  products  at  that  time  were  inconsistent.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative  ("SG&A")  expenses  totaled  $412,570  (65.6%  of  revenues) and
$251,971  (144.1%  of  revenues), for the three month periods ended May 31, 2001
and  May  31, 2000, respectively.  In the three month period ended May 31, 2001,
the  Company  completed  a  debenture funding, a marketing agreement and a fully
published  shareholders'  meeting,  incurring  significant  expenses  in  these
transactions  and  event.  In  the  three  month  period  ended May 31, 2000 the
Company  completed  one  equipment  loan  and  one  debenture  transaction. SG&A
expenses  for  the period ended May 31, 2001 were primarily comprised of $61,992
(9.9%  of  revenues)  in  legal  and  professional fees related primarily to the
marketing  agreement, the re-incorporation into Nevada which was approved in the
shareholders'  meeting,  the  debenture  agreement and the shareholders' meeting
notifications,  facilities  rent of $38,439 (6.1% of revenues), depreciation and
amortization  of  $72,586  (11.5%  of  revenues),  officer's salaries of $96,060
(15.3% of revenues) and utilities expenses of $44,121 (10.3% of revenues).  SG&A
expenses  for the three month period ended May 31, 2000 were comprised primarily
of facilities rent of $38,438 (22.0% of revenues), depreciation of $36,000 20.6%
of  revenues) and officer salaries of $75,367 (43.1% of revenues), including the
research  expenses  of  $39,014 by production management.  The $20,693 quarterly
increase  in  officer salaries from the comparable periods of three months ended
May  31,  2001  and  2000 reflected the addition of new officers to the Company.
The net income was $22,354 for the three month period ended May 31, 2001 and the
net  loss  was  $398,461  for  the  three  month  period  ended  May  31,  2000.

ASSETS  AND  LIABILITIES  -  Assets  decreased  $210,904  from  $9,835,354 as of
February  28,  2001  to  $9,624,450  as  of  May 31, 2001.  The net decrease was
attributable  to  an increase in accounts receivable of $163,496, an increase of
$279,935  in  inventory,  a  $177,453  increase  in  the equipment and leasehold
improvements  and corporate debenture costs of $192,114; all net of increases of
$514,000  in  debenture  long-term  liabilities  and  the $113,714 in securities
provided  in  lieu  of  cash  payment  or as compensation for marketing services
rendered  the Company.  Liabilities increased from $2,111,463 as of February 28,
2001  to  $2,784,743  as  of  May  31,  2001.  This increase was attributable to
increases  in accounts payable of $24,545, increases of short-term notes payable
of  $50,000,  an  increase  of  amounts  due  corporate  officers of $120,922, a
decrease  of  $36,187  in  notes  payable - secured and increases of $514,000 in
convertible  debentures  and  $113,714  in  common  stock  issued,  as  above.

SHAREHOLDERS'  EQUITY  -  Shareholders'  equity  decreased from $4,617,709 as of
February  28,  2001  to  $4,233,579  as  of  May  31,  2001.  The  decrease  was
attributable to an increase of $113,714 in shares issued as compensation for the
securing  of the $514,000 debentures and an in lieu fee of $28,000 for marketing
consultation, offset by the increase in other comprehensive loss incurred in the
interim  revaluation  of  the market value of common shares investments by Grant
Claims,  Inc.  during  the  three  months  ended  May  31,  2001.

                                       12
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES
GENERAL  - Overall, the Company had a positive cash flow of $15,180 in the three
month period ending May 31, 2001 resulting from $707,428 of cash provided by the
Company's  financing  activities  offset  by  $309,975 of cash used in operating
activities  and  $382,273  of  cash  used  in  investing  activities.

CASH  FLOWS  FROM OPERATIONS - Net cash used in operating activities of $309,975
in the three month period ended May 31, 2001 was primarily due to an increase of
accounts receivable of $163,496, an increase of inventory of $279,935, a $59,991
increase  of  prepaid  expenses; all offset partially by an increase of accounts
payable  of  $24,545,  an  increase  of  $50,000 in short-term notes payable and
depreciation  and  amortization  of  $91,527.

CASH FLOWS FROM INVESTING - Net cash used in investing activities of $382,273 in
the three month period ended May 31, 2001 primarily funded $177,453 in equipment
purchases  and  installation,  and  $192,114  in  costs and fees incurred in the
debenture  funding.

CASH  FLOWS  FROM FINANCING - The net $707,428 in net cash provided by financing
activities  in  the  three  month period ended May 31, 2001 was primarily due to
proceeds from the $514,000 debenture funding, proceeds from the issuances of the
Company's  common  stock  of  $113,714  in  lieu  of cash payment and in partial
payment  of  debenture  costs, the increases of $120,922 in amounts due officers
primarily  resulting from the accrual of unpaid officer salaries, net of $59,353
in  principal  reductions  of  long  and  short-term  debt.

CAPITAL  EXPENDITURES
The Company expended $117,453 in the three months ended May 31, 2001 to purchase
and  install  additional  equipment  and  improvements  in  connection  with the
expansion  of  its  business.

SIX  MONTHS  ENDED  MAY  31,  2001  COMPARED  TO  SIX  MONTHS ENDED MAY 31, 2000

REVENUES  -  Revenues totaled $764,412 and $280,420 for the six months ended May
31,  2001  and  May 31, 2000, respectively. During the period ended May 31, 2001
and  pursuant  to  its plan of operations, the Company expanded its products and
production  to  provide  substantial  amounts of rubber to the asphalt industry.
These  deliveries initiated in volume in the quarter ended May 31, 2001 and will
continue  in  further  increased  volume  through September 2001. Sales of other
crumb  rubber  and  molded  products  provided  $220,788 in revenues for the six
months  ended  May  31, 2001; an amount substantially similar to the revenues in
the  six  months  ended  May  31,  2000.

COST  OF  SALES  - Cost of sales totaled $356,069 and $301,661 for the six month
periods  ended  May  31, 2001 and May 31, 2000, respectively.  Cost of sales for
the  period ended May 31, 2001 were comprised primarily of direct labor costs of
$77,002, disposal costs of $50,005, equipment reconfiguration and maintenance of
$70,554 and freight to customers of $46,522.  Cost of sales for the period ended
May  31,  2000  were  primarily  comprised  of  direct  labor costs of $158,584,
disposal  costs  of $47,108 and maintenance of equipment totaling $42,568.  As a
percentage  of  total  revenues  for  the periods ended May 31, 2001 and May 31,
2000,  respectively,  cost of sales was 46.6% and a negative 101.1% resulting in
apparent  gross  margins 53.4% and a negative 1.1%.  The primary reasons for the
dramatically  improved cost of sales amounts were the labor decrease for the six
months ended May 31, 2001 to $77,002 (10.1% of revenues) from $158,584 (56.6% of
revenues)  for  the  six  months  ended May 31, 2000 which were offset by a 2001
equipment  maintenance  increase  to  $70,554  (9.2%  of revenues) from the 2000
amount  of  $42,568  (15.1%  of  revenues)  and the 2001 freight to customers of
$46,522  compared  to  a  nil cost in 2000. The percentages of revenues have all
improved  due  to  the effect of the 2001 versus 2000 cost changes but also as a
function  of  the  172% revenue increase to $764,412 in the six months ended May
31,  2001  from  the $280,420 in the six months ended May 31, 2000, on which the
percentage of revenue amounts are calculated.  Overall, the costs have decreased
as  a  result  of  production  efficiencies due to newly installed equipment and
better  management  of the production process itself.  The Company is continuing
its  acquisition  of  production  equipment  and  anticipates  even  more  cost
improvements  in  the  production  process.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  -  Selling,  general  and
administrative ("SG&A") expenses totaled $785,253 and $452,106 for the six month
periods  ended May 31, 2001 and May 31, 2000, respectively.  In the period ended
May  31,  2001,  the  Company  incurred  $93,000  in  substantially  one  time
professional  marketing  costs and $18,707 in commission expenses of a recurring
nature  which were not incurred in the period ended May 31, 2000, administrative
management  expenses  increased  $97,795 from the six month period ended May 31,
2000  to  $207,808  in  the  period  ended  May 31, 2001 due to accruals for the
additional  new  corporate  officers  in  2001 from the officers in 2000 and the
$65,336 increase to $137,336 in the period ended May 31, 2001 as compared to the
2000 depreciation and amortization of $72,000 as a result of the depreciation of
the  increasing equipment levels and the amortization of the previously incurred
acquisition  costs  of  Global  Sight, Inc. in March 2000 and previous financing
transactions  generally  incurred  throughout 2000.  In the period ended May 31,
2001,  the  Company  completed  one  debenture and one other financing incurring
costs  in  the  debenture  financing  of  $192,114  which  was  capitalized  for
amortization  over  the  two  year  period of the debenture term.  In the period
ended  May 31, 2000, the Company completed a debenture funding and two financing
transactions  of  the  sale of common stock and incurred significant expenses in
these  transactions.  In  the  period  ended  May 31, 1999 the Company completed
equipment  and  one  common  stock  financing transaction. SG&A expenses for the
period  ended  May  31, 2000 were comprised of $55,788 in legal and professional
fees  related  primarily  to financing transactions, facilities rent of $76,564,
depreciation  of  $72,000  and  officer salaries of $110,013.   The net loss was
$377,711 and $474,147  for  the six month periods ended May 31, 2001 and May 31,
2000,  respectively.




                                       13
<PAGE>

ASSETS  AND  LIABILITIES  - Assets decreased from $10,283,462 as of November 30,
2000  to  $9,624,450 as of May 31, 2001.  The net decrease was attributable to a
$159,631  increase  in  accounts receivable, a $326,489 increase in inventory, a
$340,153  increase  in property and equipment, and a net $162,278 in capitalized
debenture costs; all net of a $1,657,500 decrease in the investment in corporate
common  stock.  Liabilities increased from $1,784,407 as of November 30, 2000 to
$2,784,743  as  of May 31, 2001.  This increase was attributable to increases in
accounts payable of $99,446, increases of short-term debt of $110,000, increases
in  secured debt of $215,338 and $514,000 in increases in debenture liabilities.

SHAREHOLDERS'  EQUITY  -  Shareholders'  equity  decreased from $5,069,055 as of
November  30,  2000  to  $4,233,579  as  of  May  31,  2001.  This  decrease was
attributable  to  the  $85,571  cost  of the issuance of common shares under the
debenture agreements and the February conversion of $261,504 in outstanding debt
to  common  shares,  offset by the $845,323 other comprehensive loss relating to
interim  valuations  of  corporate common stock and the operating net losses for
the  six  months  ended  May  31,  2001  of  $377,711.

LIQUIDITY  AND  CAPITAL  RESOURCES

GENERAL  -  Overall,  the Company had a negative cash flow of $41,971 in the six
month  period  ending May 31, 2001 resulting from $1,237,818 of cash provided by
the  Company's financing activities offset by $615,874 of cash used in operating
activities  and  $663,915  of  cash  used  in  investing  activities.

CASH  FLOWS  FROM OPERATIONS - Net cash used in operating activities of $615,874
in  the  six  month period ended May 31, 2001 was primarily due to a net loss of
$377,711, an increase of accounts receivable of $159,631 and a $326,489 increase
in  inventory  offset  partially  by  a $99,446 increase of accounts payable, an
increase  of short term notes payable of $110,000 and the $156,277 provision for
depreciation  and  amortization.

CASH FLOWS FROM INVESTING - Net cash used in investing activities of $663,915 in
the  six  month  period  ended  May  31,  2001  funded $447,653 of the Company's
investment in purchases and installation of equipment, the $192,114 costs of the
concurrent  debenture  funding  offset by the $187,680 in allocated costs of the
mineral  interest  investment.

CASH  FLOWS  FROM  FINANCING  -  Net  cash  provided  by financing activities of
$1,237,818  in  the six month period ended May 31, 2001 was primarily due to the
proceeds  from  the  $514,000  debenture  funding,  the  initial  equipment loan
fundings  of $286,145, the proceeds of the February issuances of common stock in
lieu  of  cash  payments  of $196,714 and the issuances of common shares for the
conversion  of  unsecured  Company  debt  of  $190,842.

CAPITAL  EXPENDITURES

The  Company  expended $447,653 in the six months ended May 31, 2001 to purchase
and  install  additional  equipment  in  connection  with  the  expansion of its
business.

GOING  CONCERN

The  Company's  independent  certified public accountants stated in their report
included  in  Form 10-KSB as of November 30, 2000, that the Company had incurred
operating  losses  in  the  prior  two years and had not established a long-term
source  of  revenue.  These  conditions  raised  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going  concern.

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

EMPLOYMENT

As  of  May  31  2001,  the  Company  had  46  full  time  employees.







                                       14
<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


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

                                       15
<PAGE>

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

None.


ITEM 5. OTHER INFORMATION

On May 31, 2001, the Company completed its re-incorporation from the state
of Florida to the state of Nevada.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

None.

(b)     Reports on Form 8-K

None.


                                       16
<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 16, 2001

                                       17
<PAGE>