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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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Form 10-KSB

(Mark One)

|/ / | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------

|/x/ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from January 1, 2000 to April 30, 2000

Commission
File Number: 0-25974

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R-B RUBBER PRODUCTS, INC.(Name of small business issuer in its charter)

Oregon(State or other jurisdiction of incorporation or organization)

93-0967413(I.R.S. Employer Identification No.)904 E. 10th Avenue, McMinnville, Oregon(Address of principal executive offices)

97128(Zip Code)


Issuer's
telephone number, including area code:503-472-4691Securities registered under Section 12(b) of the Exchange Act:NoneSecurities registered under Section 12(g) of the Exchange Act: Common Stock, no par value(Title of Class)

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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 / /

Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-KSB or any amendment to this Form 10-KSB. / /

Issuer's
revenues for the four month transition period ended April 30, 2000 were $3,341,918. The aggregate market value of voting stock held by non-affiliates of the registrant
was $1,659,109 as of July 17, 2000, based upon the last sales price as reported on the Nasdaq System-Small Cap Market.

The
number of shares outstanding of the Registrant's Common Stock as of July 17, 2000 was 2,687,139 shares.

Transitional
Small Business Disclosure Format (check one): Yes /x/  No / /

Documents Incorporated by Reference
None

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R-B RUBBER PRODUCTS, INC.
FORM 10-KSB INDEX

|         |  |                                                                                                                 |  | Page
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|PART I  
|Item 1.  |  | Description of Business                                                                                         |  | 2   
|Item 2.  |  | Description of Property                                                                                         |  | 6   
|Item 3.  |  | Legal Proceedings                                                                                               |  | 6   
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                             |  | 6   
|PART II 
|Item 5.  |  | Market for Common Equity and Related Stockholder Matters                                                        |  | 7   
|Item 6.  |  | Management's Discussion and Analysis or Plan of Operation                                                       |  | 8   
|Item 7.  |  | Financial Statements                                                                                            |  | 12  
|Item 8.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 12  
|PART III
|Item 9.  |  | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act |  | 13  
|Item 10. |  | Executive Compensation                                                                                          |  | 14  
|Item 11. |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  | 18  
|Item 12. |  | Certain Relationships and Related Transactions                                                                  |  | 19  
|Item 13. |  | Exhibits and Reports on Form 8-K                                                                                |  | 19  
|         |  | Signatures                                                                                                      |  | 22  
|         |  |                                                                                                                 |  |     

1

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Forward Looking Statements

This Form 10-KSB, including Management's Discussion and Analysis or Plan of Operation, contains "forward-looking statements" that involve a number of risks and
uncertainties. Future market conditions are subject to supply and demand conditions and decisions of other market participants over which the Company has no control and which are inherently very
difficult to predict. Furthermore, changes in governmental regulations or in key technologies could have an adverse impact on the Company. Accordingly, there can be no assurance that the Company's
revenues or gross margins will improve or not deteriorate. In addition, there are other factors that could cause actual results to differ materially from those expressed or implied by such
forward-looking statements, including competitive pressures, increased demand for and cost of the Company's raw materials, unanticipated difficulties in integrating acquired technologies or businesses
and the risk factors listed from time to time in the Company's Securities and Exchange Commission reports. The Company wishes to caution the reader that these forward looking statements, such as
statements concerning new product introductions, future tire chip processing capabilities, decreased raw material costs and tire chip utilization are only predictions and are not statements of
historical fact.

PART I

Item 1. Description of Business

Introduction

R-B Rubber Products, Inc. (the "Company") was incorporated in Oregon in September 1986. The Company is a vertically integrated rubber recycler and
manufacturer that processes discarded tires into high quality, durable rubber mats, protective surfaces and various other rubber products. The Company sells its products to agribusiness concerns,
sports and fitness facilities and other commercial and industrial users.

On
January 29, 1999, RB Recycling, Inc., a 100 percent owned subsidiary of the Company, acquired certain assets related to a tire recovery and processing plant in
Portland, Oregon from Dallas, Texas based Waste Recovery, Inc. (WRI). WRI's Portland plant has been a supplier of the Company's lowest cost raw material (tire chips) since 1996. RB
Recycling, Inc. operates a tire collection and processing site in north Portland, which utilizes tire collection routes, tire shredding equipment and handling systems for the collection of
tires and production of tire chips. During the four months ended April 30, 2000, approximately, 70 percent of these tire chips were utilized by the Company to manufacture its products. The
remaining tire chips were sold to outside customers as tire derived fuel and for various other rubber applications.

In
December 1999, the Company declared a 20% common stock split-up effected in the form of a dividend. All share and per share amounts in this Form 10-KSB have been
retroactively adjusted to reflect this common stock split-up effected in the form of a dividend.

On
February 21, 2000, the Board of Directors of the Company voted to change the Company's fiscal year from a year ending December 31 to a year ending April 30.

Products

Applications for the Company's products generally fall into one of two primary markets, agribusiness or fitness. Within each of these, the Company manufactures
and sells a variety of products designed to meet consumer requirements.

Agribusiness.During the four months ended April 30, 2000, approximately 60 percent of the Company's net sales
were for rubber matting used in agricultural surfacing. These products include flooring for horse and livestock trailers, stalls and wash areas. Rubber matting has significant advantages

2

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over other flooring options, such as straw, dirt or wood, because of its improved comfort and safety for the animal and the reduction of cleaning time and bedding costs.

Fitness and sports facilities.Sales of rubber matting for sports and fitness applications accounted for approximately
15 percent of net sales during the four months ended April 30, 2000. These sales were primarily for weight room flooring in gyms, private clubs, military bases, colleges and high schools.

Tire chip sales and disposal fee revenues.The Company's tire collection facility in Portland, Oregon (RB
Recycling, Inc.) receives tire disposal fees from customers for the collection of scrap tires. Disposal fee revenue represented approximately 7 percent of net sales during the four months ended
April 30, 2000. Sales of tire chips from RB Recycling, Inc. to outside customers for tire derived fuel and raw materials for other rubber applications accounted for approximately 2
percent of net sales during the four months ended April 30, 2000. The primary application for tire derived fuel is for furnace fuel in paper mills.

Molded products.Sales of products from the Company's molded products division accounted for approximately 7 percent of
net sales during the four months ended April 30, 2000. Molded products include rubberized weight plates for athletic facilities, fall protection playground safety tiles and ballistic matting
for shooting ranges and target facilities.

The
Company also markets various other flooring and matting products. Some of these products are manufactured by the Company and some are purchased from third party vendors. These
products include truck bed liners, rubber edging, drain tiles, aerobic flooring and other thinner specialty mat products. These products accounted for approximately 9 percent of the Company's net
sales during the four months ended April 30, 2000.

Product Distribution

The Company sells its products through several channels including distributors, retailers, original equipment manufacturers ("OEMs") and directly to the
end-user. This strategy enables the Company to obtain a diversified distribution of its products while at the same time maintaining direct contact with many of its end-users. During the four months
ended April 30, 2000, most sales were to distributors and retailers.

Distributors and Retailers.The majority of the Company's products were sold through independent distributor and
retailer channels during the four months ended April 30, 2000. These customers include major agricultural supply retailers, automotive tire and accessory retailers, as well as fitness equipment
suppliers.

Original Equipment Manufacturers.During the four months ended April 30, 2000, approximately 15 percent of the
Company's revenues were from sales to OEMs. This is primarily from sales to horse trailer and farm implement manufacturers.

End Users.Individuals contact the Company (via an 800 number and the Company's website at www.rbrubber.com) in
response to Company advertisements or referrals from other users. In most cases, these callers are referred to dealers in their local area. Because of this, only a relatively small portion of the
Company's total sales have been at retail prices, directly to end users. The Company believes this distribution channel is important because of the direct feedback it receives from these customers and
the referral value enjoyed by its dealers.

The
Company utilizes five strategically located public warehouses to facilitate product availability and lower the cost of freight to its customers. These warehouses, located in North
Carolina, Nebraska, Missouri, Texas and Pennsylvania, enable the Company to transport by rail larger quantities of mats per shipment. The mats are then shipped in smaller quantities to the customers.

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Competition

The Company is one of the largest manufacturers of heavy rubber matting in North America. However, the market for the Company's products is highly competitive.
Some of the Company's competitors may be larger or have greater financial resources than the Company. Its principal competition in the agribusiness market comes from Imperial Rubber located in
Indiana; Humane located in Wisconsin; Royal Mat located in Ontario, Canada; North West Rubber located in British Columbia, Canada; Animat located in Quebec, Canada; and Kraiberg located in Germany.

The
Company's principal competition in the fitness market consists of Kraiberg located in Germany; Supermat located in Minnesota; and Dodge Regupol located in Pennsylvania. The
Company has competitors in other product categories, most of which are identified above.

The
number of competitors within specific product categories in the rubber mat industry has increased in number with consolidation taking place in the industry. There is an increasing
amount of rubber matting that is being imported from government subsidized Canadian manufacturers. The Company has increased sales by the addition of new products, new customers and increased sales to
most existing customers.

Competitive
factors include quality of products, service (including product availability and timely delivery), price and reliability. The Company believes that it currently competes
favorably with respect to these factors in most product categories. There can be no assurance, however, that competitors will not substantially increase their resources devoted to the development and
marketing of products competitive with those of the Company or that government subsidies of foreign competitors will not continue to adversely effect the market.

Raw Materials

The Company's raw materials are predominately tire chips, granulated rubber and tire "buffings". The Company's lowest cost raw material is tire chips. During
1998, all tire chips were purchased from WRI's Portland plant and represented approximately 23 percent of the Company's raw material supply. During 1999, as a result of acquiring the WRI Portland
plant in 1999, the Company increased its tire chip utilization to approximately 47 percent of total raw materials. During the four months ended April 30, 2000, tire chip utilization increased
to approximately 53 percent of the Company's total raw material supply. The RB Recycling facility charges a disposal fee for the collection of discarded tires. These tires are then processed into tire
chips for utilization at the McMinnville plant or sold to outside customers for tire-derived fuel or other rubber applications. The ability to efficiently process tires into tire chips at RB
Recycling, directly affects the cost of tire chips to supply the mat manufacturing facility in McMinnville.

The
Company also relies on tire grindings or "buffings" from tire recapping operations and granulated rubber from tire chip reprocessing operations to supply the remainder of its raw
material requirements. Buffings and granulated rubber require less processing before being used for mat or molded product manufacturing, but are generally more costly. The Company's reliance on
buffing and granulated rubber decreased from approximately 77 percent of total raw materials in 1998 to approximately 53 percent of total raw materials in 1999. During the four months ended
April 30, 2000, the Company's reliance on buffings and granulated rubber decreased to approximately 47 percent of total raw materials.

The
Company continually researches additional processing techniques that would allow it to process tire chips, buffings and granulated rubber more efficiently, helping to ensure an
adequate supply of raw material in the future. However, there can be no assurance that the Company will be able to continue to increase its utilization and processing of lower cost tire chips or that
the cost of tire chips, buffings and granulated rubber will not increase.

4

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Significant Customers and Concentrations of Credit Risk

Approximately 24 percent and 23 percent of the Company's net sales were to one customer during 1999 and 1998, respectively. During the four months ended
April 30, 2000, approximately 13 percent of net sales were to one customer. The Company does not expect this customer to continue purchasing product at 1999 and 1998 levels in the future. To
date the Company has been able to replace most of the lost volume from this customer with higher margin sales to other customers, however there can be no assurance that the Company will be able to
continue to replace the lost volume with sales to other customers. This customer represented 37 percent and 34 percent of the accounts receivable balance at December 31, 1999 and 1998,
respectively and 9 percent of accounts receivable at April 30, 2000. The balance outstanding at April 30, 2000 for this customer was collected in the first quarter of fiscal year 2001.
During the four months ended April 30, 2000, approximately 9 percent of the Company's sales were derived from sales to nine major horse trailer manufacturers in the U.S.

Backlog

The Company's customers generally order products for immediate delivery, and the Company generally is able to meet such demand. However, at April 30,
2000, due to logistical and delivery constraints caused by cross country delivery of the Company's products, the Company had a backlog of approximately $342,000. This backlog turned during the first
quarter of fiscal 2001. The stated backlog is not necessarily indicative of Company sales for any future period nor is a backlog any assurance that the Company will realize a profit from filling the
orders. The backlog at December 31, 1999 and 1998 was approximately $211,000 and $440,000, respectively.

Intellectual Property

The Company has a portfolio of intellectual properties employed in its business including trademarks, tradenames, trade secrets and know-how. The Company is
contemplating whether to implement a program of filing for patent protection on certain of its intellectual properties. Currently, the Company protects its proprietary and trade secret information and
know-how by the use of confidentiality agreements and other security measures. There can be no assurance that these measures will provide adequate protection for its proprietary and trade secret
information and know-how. The Company's business may be adversely affected by competitors that independently develop substantially equivalent products, equipment and processes. The Company uses the
following trademarks and tradenames: RB Rubber Products®, Bounce Back®, Tenderfoot, Monster Mat, Arobitile, Shower Tile, and Pooch Mat. The Company is not aware of any
conflicting uses of its material trademarks and tradenames. The Company does not maintain any intellectual property insurance coverage.

Research and Development

Research and development expenses totaled $32,949 and $49,405 during the four months ended April 30, 2000 and 1999 (unaudited), respectively. The
Company expensed $105,403 and $150,051 on research and development activities during the years ended December 31, 1999 and 1998, respectively.

Environmental Regulations

The Company's operations are subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants in
the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of certain materials, substances and wastes. To the best of the
Company's knowledge, the Company's operations are in substantial compliance with the terms of all applicable environmental laws and regulations as currently interpreted. While historically the Company
has not had to make significant capital expenditures for environmental compliance, the Company cannot predict with any certainty its future capital expenditures

5

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for environmental compliance because of continually changing compliance standards and technology. Furthermore, actions by federal, state and local governments concerning environmental matters could
result in laws or regulations that could increase the cost of producing the products manufactured by the
Company or otherwise adversely affect the demand for its products. The Company has not purchased any separate insurance policies for environmental liabilities and does not presently anticipate a need
for such coverage in the future.

Employees

At April 30, 2000, the Company had 85 employees. None of the Company's employees are covered by collective bargaining agreements, and the Company
believes its relations with its employees are good.

Item 2. Description of Property

The Company's corporate headquarters, mat and molded product manufacturing space are housed in the same facility, which is located in McMinnville, Oregon,
approximately 35 miles southwest of Portland, Oregon. The facility consists of approximately 34,000 square feet of space on approximately four acres of land, all of which is owned by the Company.
During 1998, the Company added approximately 10,000 square feet of manufacturing space to the existing facility to house the Company's molded products division, including equipment purchased from Iowa
Mat Company. At April 30, 2000, the Company had an outstanding note collateralized by this facility payable at 7.97 percent interest, payable $8,373 per month including interest, through
August 15, 2008 at which time the remaining balance of $695,954 becomes due. The Company also operates RB Recycling, Inc., a tire collection and processing facility and a 100 percent
owned subsidiary of the Company, located on approximately 2 acres of land in north Portland, Oregon. The property includes a modular office space, processing facility and maintenance shop. RB
Recycling, Inc. leases the property under operating leases that expire in 2004.

Item 3. Legal Proceedings

As of the date of filing of this Form 10-KSB, there were no material, pending legal proceedings to which the Company or its subsidiaries were a party.
From time to time, the Company may become involved in ordinary regulatory matters or legal proceedings incidental to the business of the Company.

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

The annual meeting of the shareholders of the Company was held on April 25, 2000, at which the following actions were taken:

|Name              |  | No. of Shares Voting For |  | No. of Share Withheld Voting
|----------------- |  | ------------------------ |  | ----------------------------
|Marvin S. Wool    |  | 2,583,170                |  | 81                          
|Ronald L. Bogh    |  | 2,583,170                |  | 81                          
|Paul M. Gilson    |  | 2,583,251                |  |                            
|Gregory J. Divis  |  | 2,583,251                |  |                            
|Sandon L. Wool    |  | 2,583,251                |  |                            
|Lawrence J. Young |  | 2,583,251                |  |                            
|Leland B. Curtis  |  | 2,583,251                |  |                            



|No. of Shares Voting For |  | No. of Shares Withheld Voting |  | No. of Shares Not Voted
|------------------------ |  | ----------------------------- |  | -----------------------
|2,104,196                |  | 65,785                        |  | 413,270                



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## 

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

The Company's Common Stock is quoted on the National Association of Securities Dealers Automated Quotation SystemSmall Cap Market
(NasdaqSmall Cap) under the symbol RBBR. The following table sets forth the high and low sales prices (adjusted for a 20% common stock split-up effected in the form of a dividend in
December 1999) as reported by NasdaqSmall Cap for the periods indicated.

High

LowYear Ended December 31, 1998Quarter 1

$
3.23

$
2.50Quarter 2


3.33


1.98Quarter 3


2.61


1.30Quarter 4


1.98


0.93Year Ended December 31, 1999Quarter 1

$
2.78

$
0.87Quarter 2


2.30


1.30Quarter 3


1.56


1.13Quarter 4


2.22


1.08Transition Period (January 1, 2000 through April 30, 2000)

$
3.75

$
2.03First Quarter of Fiscal 2001 (through June 15, 2000)

$
3.38

$
2.50


The
number of shareholders of record and approximate number of beneficial holders on June 15, 2000 was 130 and 638, respectively. There were no cash dividends declared or paid
during 1999 and 1998 or during the four months ended April 30, 2000. The Company does not anticipate declaring such dividends in the foreseeable future.

On
April 9, 1999 the Company announced an agreement that provided for a tender offer to be made by Dash Multi-Corp, Inc. (Dash), a private company located in St. Louis,
Missouri. Through its tender offer, Dash purchased 1,880,955 shares (70 percent) of the Company's outstanding Common Stock for $2.50 per share on June 3, 1999. The Company's three largest
shareholders, who were officers and/or directors prior to the tender offer of the Company's Common Stock, tendered a total of 1,122,649 shares to Dash pursuant to its offer.

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Item 6. Management's Discussion and Analysis or Plan of Operation

Forward Looking Statements

The following discussion of the results of operations and financial condition of the Company should be read in conjunction with the financial statements and
notes thereto of the Company included elsewhere in this Form 10-KSB. This Form 10-KSB contains forward-looking statements. Discussions containing such forward-looking statements may be found in the
material set forth below and under "Description of Business," as well as in the Form 10-KSB generally. Any such forward-looking statements are not guarantees of future performance and involve risks
and uncertainties. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors set forth in this Form 10-KSB generally.

Results of Operations

The following table sets forth, as a percentage of sales, certain statement of operations data for the four months ended April 30, 2000 and 1999 and the
years ended December 31, 1999 and 1998:

Four Months
Ended April 30,

Years Ended
December 31,2000

1999

1999

1998(Unaudited)Sales, net

100
%
100
%
100
%
100
%Cost of sales

62

68

65

70Gross profit

38

32

35

30Selling expenses

9

8

8

10General and administrative expenses

15

15

14

15Loss on disposal of equipment





1

Loss on impairment of long-term assets





1

5Operating income

14

9

11

Other expense

(2
)
(3
)
(3
)
(2
)Income (loss) before income taxes

12

6

8

(2
)Income tax (expense) benefit

(5
)
(2
)
(3
)
1Net income (loss)

7

4

5

(1
)


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FOUR MONTHS ENDED APRIL 30, 2000 COMPARED TO THE FOUR MONTHS ENDED APRIL 30, 1999

Sales.Sales decreased 2.6 percent to $3.3 million for the four months ended April 30, 2000 compared with $3.4
million for the four months ended April 30, 1999 (unaudited). The decrease was primarily attributable to a slow down in agribusiness sales and an approximate 50 percent decrease in sales
from the Company's largest customer. The Company is continuing to develop new markets for its matting products, which generally yield a higher gross margin return to the Company.

Gross Profit.Gross profit increased to $1.3 million (37.5 percent of net sales) for the four months
ended April 30, 2000 compared with $1.1 million (31.7 percent of net sales) for the four months ended April 30, 1999 (unaudited). Improved utilization of lower cost raw
materials and a 12 percent increase in production levels from the matting division were the primary factors that increased gross profit as a percent of net sales during the four months ended
April 30, 2000. The Company's raw materials include tire chips, buffings and granulated rubber. Historically, the Company purchased its lowest cost raw material (tire chips) from Waste
Recovery, Inc.'s ("WRI's") Portland Plant. With the purchase of WRI's Portland plant, combined with certain improvements made to the Company's processing and mat manufacturing plant in
McMinnville, the Company has been able to increase its supply of tire chips and improve its overall tire chip processing and mat manufacturing capacity. As a result, the Company increased its supply
of low cost tire chips from 44.7 percent of total raw materials during the four months ended April 30, 1999 (unaudited) to 52.7 percent during the four months ended April 30,
2000. Additionally, the Company has increased it's mat manufacturing capacity and, as a result, increased overall mat production by 12 percent during the four months ended April 30, 2000
compared with the four months ended April 30, 1999. The Company continues to make processing improvements at its tire recovery and processing plant in Portland and at its tire chip processing
and mat manufacturing facility in McMinnville in order to allow the Company to produce and process more tire chips and improve mat making capacity.

Selling Expenses.Selling expenses increased 3.7 percent to $300,000 for the four months ended April 30, 2000
(9.0 percent of net sales) compared to $290,000 (8.4 percent of net sales) for the four months ended April 30, 1999 (unaudited). The increase as a percentage of sales in primarily related to
the Company's continued efforts to develop new markets for its products while maintaining level marketing, advertising, payroll and other selling related expenses combined with a slight decrease in
sales volume during the four months ended April 30, 2000.

General and Administrative Expenses.General and administrative expenses increased 1.0 percent to $502,000 (15.0
percent of net sales) for the four months ended April 30, 2000 from $497,000 (14.5 percent of net sales) for the four months ended April 30, 1999 (unaudited). In April 2000, the
Board of Directors agreed to increase the monthly management fee paid to Dash Multi-Corp from $6,000 to $25,000 beginning May 1, 2000.

Income Taxes.Income tax expense, totaling $171,000 for the four months ended April 30, 2000, was recorded at an
estimated effective rate of approximately 43.9 percent, compared to $81,000 in the four months ended April 30, 1999 (unaudited) at an effective rate of approximately 39.2 percent.

Net Income.Net income increased to $219,000 (6.6 percent of net sales) for the four months ended April 30, 2000
from $126,000 (3.7 percent of net sales) for the four months ended April 30, 1999 (unaudited). The increase is primarily a result of increased gross profit and level operating expenses as a
percentage of net sales as discussed above.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO THE YEAR ENDED DECEMBER 31,1998

Sales.Sales increased 25 percent to $10.8 million in 1999 from $8.6 million in 1998. The increase is
primarily attributable to efforts by the Company to increase penetration and distribution in its primary markets, as well as added revenues from its RB Recycling facility.

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Gross Profit.Gross profit increased to $3.8 million (35 percent of net sales) for 1999 from $2.6 million
(30 percent of net sales) for 1998. Improved utilization of lower cost raw materials was the primary factor that increased gross profit as a percent of net sales during 1999. The Company's raw
materials include tire chips, buffings and granulated rubber. Historically, the Company purchased its lowest cost raw material (tire chips) from Waste Recovery, Inc.'s (WRI's) Portland Plant.
On January 29, 1999, the Company purchased WRI's Portland Plant and it is currently operated as a subsidiary of the Company under the name of RB Recycling, Inc. With the purchase of
WRI's Portland plant, combined with certain improvements made to the Company's processing plant in McMinnville, the Company has been able to increase its supply of tire chips and improve its overall
tire chip processing capacity. As a result,
the Company increased its supply of low cost tire chips from 23 percent of total raw materials in 1998 to 47 percent in 1999. The Company continues to make processing improvements at its
tire recovery and processing plant in Portland and at its tire chip processing and mat manufacturing facility in McMinnville in order to allow the Company to produce and process more tire chips. The
increase in sales in 1999 also contributed to the increase in gross margin by spreading fixed costs over a higher volume of mats sold. Finally, during 1998, the Company recorded a negative margin from
its molded products division caused by several one-time costs associated with bringing the molded products division production processes and quality of product up to Company standards.

Selling Expenses.Selling expenses decreased slightly to $870,000 (8 percent of net sales) in 1999 from $872,000
(10 percent of net sales) in 1998. The decrease in selling expenses as a percentage of net sales is primarily the result of level spending for product promotions, advertising and sales
resources combined with increased sales from the Company's core business areas and additional revenues from the Company's RB Recycling facility.

General and Administrative Expenses.General and administrative expenses increased $194,000 to $1.5 million (14
percent of net sales) in 1999 compared to $1.3 million (15 percent of net sales) in 1998. The increase in general and administrative expenses is primarily the result of the inclusion of general
and administrative expenses from RB Recycling, Inc. in 1999.

Loss on Disposal of Equipment.The Company recorded a loss on disposal of equipment during the second quarter of 1999
in the amount of $122,000 related to the removal and replacement of two old crumb rubber processing mills. These two mills were replaced with a new and more efficient processing mill. Because of the
increased capacity and efficiency of a new mill, the Company replaced the two old processing mills earlier than originally anticipated.

Impairment of Long-Term Assets.During the third quarter of 1999, the Company recorded a $136,000 loss on impairment of
certain assets no longer used in operations. During 1998, the Company realized an impairment loss of $396,000 based on an analysis of the present value of undiscounted expected future cash flows
related to the Company's goodwill at December 31, 1998.

Income Taxes.The Company's effective tax rate in 1999 was 37.5 percent compared to a tax benefit of 39.8 percent in
1998. The difference between the 1999 effective tax rate and the federal statutory rate of 34 percent is primarily related to state income taxes.

Net Income.Net income was $579,000 in 1999 compared to a net loss of $105,000 in 1998, primarily as a result of the
goodwill impairment loss recorded in 1998 combined with increased sales and lower cost of sales as a percentage of net sales in 1999 as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations and capital expenditures through the private sale of equity securities, cash from operations,
conventional bank financings and leasing arrangements. Cash and cash equivalents decreased $83,000 to $1.4 million at April 30, 2000 from $1.5 million at

10

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December 31, 1999. This decrease was primarily a result of $298,000 used for the purchase of equipment, $110,000 for the payment of long-term debt and capital lease obligations offset by
$316,000 in net cash provided by operations.

Working
capital at April 30, 2000 was $2.2 million, including $1.4 million of cash, $799,000 of accounts receivable and $1.2 million of inventory. Working capital at
December 31, 1999 and 1998 was $2.1 million and $542,000, respectively. The current ratios at April 30, 2000, December 31, 1999 and 1998 were 2.60:1, 2.41:1 and 1.39:1,
respectively. Working capital improvement in 1999 and the four months ended April 30, 2000 is directly related to positive operating cash flow results in 1999 and 2000.

Accounts
receivable decreased $280,000 to $799,000 at April 30, 2000 compared to $1.1 million at December 31, 1999. The decrease in accounts receivable was related to
decreased agribusiness sales during April 2000 and an approximate 50 percent decrease in sales to the Company's largest customer during the four months ended April 30, 2000. Therefore,
days sales outstanding decreased to 29 days at April 30, 2000 compared to 34 days and 35 at December 31, 1999 and 1998, respectively.

Inventories
increased $373,000 to $1.2 million at April 30, 2000 from $823,000 at December 31, 1999. The increase in inventories was related to decreased sales in
April 2000 as noted above. Inventories increased $56,000 to $823,000 at December 31, 1999 from $767,000 at December 31, 1998 due primarily to the building of finished goods
inventory in order to help ensure adequate quantities are available to meet anticipated demand for the Company's molded products. Inventory turned approximately 2 times (6 times on an annualized
basis) during the four months ended April 30, 2000 compared with approximately 9 and 8 times during 1999 and 1998, respectively.

Accounts
payable and accrued expenses increased to $980,000 at April 30, 2000 compared with $746,000 and $731,000 at December 31, 1999 and 1998, respectively. This
increase is primarily related to increases in accrued payroll, accrued workers compensation and accrued medical benefits as a result of changes in timing of payments.

Capital
expenditures for the four months ended April 30, 2000 and for the year ended December 31, 1999 totaled $298,000 and $541,000, respectively. These capital
expenditures primarily resulted from the addition of equipment to further automate production and handling of matting and molded products and from improvements made to the Company's tire chip
processing equipment to help increase crumb rubber production.

On
January 29, 1999, the Company, through a newly created, 100 percent owned subsidiary, RB Recycling, Inc., purchased certain assets related to a tire recovery and
processing plant in Portland, Oregon from Dallas, Texas based Waste Recovery, Inc. (WRI). The total purchase price was $785,367, consisting of $450,000 in cash, which was financed from the
proceeds of a five-year note with a commercial bank, $195,367 in cash from the Company's existing operating line of credit and $140,000 in cash from existing cash balances. The acquisition was
accounted for as a purchase.

Notes
payable, both current and long-term, decreased $38,000 to $1.3 million during the four months ended April 30, 2000. Additionally, notes payable, both current and
long-term, decreased $719,000 to $1.4 million at December 31, 1999 compared to $2.1 million at December 31, 1998, as a result of paying off certain long-term debt used to finance the
purchase of Iowa Mat Company assets in 1998.

Capital
lease obligations, both current and long-term, decreased $72,000 to $1.3 million during the four months ended April 30, 2000 from $1.4 million at December 31,
1999. Additionally, capital lease obligations, both current and long-term, increased $324,000 to $1.4 million at December 31, 1999 compared to $1.1 million at December 31, 1998, as a
result of a sale/leaseback transaction in 1999 to refinance the molded products division equipment and tire chip processing equipment purchased in 1998 and early 1999.

11

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At April 30, 2000, the Company had a $1,000,000 operating line of credit, which bore interest at prime, 9.0 percent at April 30, 2000. This line of credit expires
August 1, 2000. The Company had no outstanding balance under this line of credit at April 30, 2000. Under the terms of this line-of-credit agreement, the Company is required to maintain
certain financial covenants. At April 30, 2000, the Company was in compliance with all of its covenants.

The
Company believes its existing cash, cash generated from operations and available credit facilities will be sufficient to fund its operations for the next 12 months.

Inflation.The Company believes that the impact of inflation on its results of operations for the four months ended
April 30, 2000 and 1999 and for the years ended December 31, 1999 and 1998 was not material.

New Accounting Pronouncements

In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 137"). SFAS 137 is an amendment to Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 137
establishes accounting and reporting standards for all derivative instruments. SFAS 137 is effective for fiscal years beginning after June 15, 2000. The Company does not currently have any
derivative instruments and, accordingly, does not expect the adoption of SFAS 137 to have an impact on its financial position or results of operations.

Item 7. Financial Statements

The information required by this item begins on page F-1 of this report.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On August 23, 1999, based on a recommendation of the Audit Committee, the Company's Board of Directors approved the dismissal of the Company's
independent public accountants, Morrison & Liebswager, P.C. Morrison & Liebswager, P.C. issued an unqualified audit opinion on each of the past two fiscal years' financial statements.
There have not been any disagreements between the Company and Morrison & Liebswager, P.C. on any matters of accounting principles or practices, financial statement disclosure or auditing scope
or procedure, nor have there been any reportable events as defined under Item 304(a)(1)(v).

Also
on August 23, 1999, the Company engaged the firm of Arthur Andersen LLP to be its independent public accountants. There were not any consultations with Arthur Andersen LLP
within the Company's last two fiscal years nor from the end of the last fiscal year to the date of engaging Arthur Andersen LLP that would be considered "opinion shopping" or which concerned any
disagreement or reportable event with Morrison & Liebswager, P.C.

12

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## 

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Directors

|Name              |  | Age |  | Position with Company                  |  | Has Been a
Director Since
|----------------- |  | --- |  | -------------------------------------- |  | -------------------------
|Marvin S. Wool    |  | 71  |  | Chairman of the Board                  |  | June 1999                
|Ronald L. Bogh    |  | 57  |  | Director and President                 |  | 1985                     
|Paul M. Gilson    |  | 52  |  | Director and Senior Vice President     |  | June 1999                
|Gregory J. Divis  |  | 59  |  | Director, Vice President and Secretary |  | June 1999                
|Sandon L. Wool    |  | 46  |  | Director                               |  | June 1999                
|Lawrence J. Young |  | 56  |  | Director                               |  | June 1999                
|Leland B. Curtis  |  | 56  |  | Director                               |  | October 1999             

Mr. Sandon
L. Wool is the son of Mr. Marvin S. Wool. Otherwise, there are no family relationships among any director or executive officer of the Company.

Marvin
S. Wool was named the Chairman of the Board in June 1999. Since 1973, Mr. Wool has served as the President, Chief Executive Officer and Chairman of the Board of
Dash Multi-Corp, Inc., a St. Louis, Missouri based holding company for subsidiary companies located in Georgia, Mississippi, Missouri, New Jersey, North Carolina and California that are in the
chemical, cloth coating and floor
covering industries. Mr. Wool is also Chairman of the Board of Directors of Allegiant Bancorp, Inc. in St. Louis, Missouri.

Ronald
L. Bogh founded the Company in 1985 and was named President of the Company. Mr. Bogh served as Chairman of the Board and Chief Executive Officer from 1995 to
June 1999. Prior to his founding of the Company in 1985, Mr. Bogh was the Southern U.S. Sales Manager for Cascade Steel in McMinnville, Oregon.

Paul
M. Gilson joined the Company in 1990 as Vice President of Operations and has served as Senior Vice President since 1996. Mr. Gilson served as Chief Operating Officer,
Secretary and Treasurer from 1996 to June 1999. Prior to joining the Company, Mr. Gilson was a commercial account executive with Hagan Hamilton Insurance in McMinnville, Oregon.

Gregory
J. Divis was named Director, Vice President and Secretary of the Company in June 1999. Mr. Divis has served as a Director of Dash Multi-Corp since 1988 and as
Senior Vice President of Subsidiaries for Dash Multi-Corp, Inc. since 1995.

Sandon
L. Wool was named a Director of the Company in June 1999. Mr. Sandon L. Wool has served as a Director of Dash Multi-Corp, Inc. since 1980 as Vice
President and Secretary since 1994. Mr. Sandon L. Wool has also been President of Dash Multi-Corp's MarChem Corporation subsidiary since 1997.

Lawrence
J. Young was named Director of the Company in June 1999. Mr. Young is a CPA and the retired Chairman and Chief Executive Officer of Angelica Corporation
(textile and uniform rental, laundry and sales) of Chesterfield, Missouri. Mr. Young served as Chairman and Chief Executive Officer of Angelica Corporation from 1990 to July 1997 and as
Executive Vice President from August 1997 to June 1998.

Leland
B. Curtis was named Director of the Company in October 1999. Mr. Curtis has been a partner with the St. Louis, Missouri based law firm of Curtis Oetting Heinz
Garrett & Soule since 1986. Mr. Curtis is on the Board of Directors of Allegiant Bancorp, Inc. in St. Louis, Missouri.

13

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Executive Officers

The names, ages and positions of the Company's executive officers are as follows:

Name

Age

Current Position(s) with Company

SinceRonald L. Bogh

57

President

1996Paul M. Gilson

52

Senior Vice President

1996Gregory J. Divis

59

Vice President and Secretary

1999


For
information on the business backgrounds of Messrs. Bogh, Gilson and Divis, see "Nominees for Director" above.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's executive officers and Directors, and persons who own
more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Based solely
on its review of the copies of such forms received by the Company, or written representations from certain reporting persons, the Company believes that, for the four months ended April 30,
2000, all executive officers, Directors and greater than 10% shareholders complied with all applicable filing requirements, except for those disclosed in previous filings.

Item 10. Executive Compensation

Summary of Cash and Certain Other Compensation

The following table provides certain summary information concerning compensation awarded to, earned by or paid to Ronald L. Bogh, the Company's President and
Paul M. Gilson, Senior Vice President (the "named executive officers"), for calendar years 1999 and 1998. In addition, certain information is provided on an annualized basis for the fiscal year ended
April 30, 2000.

SUMMARY COMPENSATION TABLE

|                  |                    |      |      | Annual Compensation |         |       
|----------------- | ------------------ | ---- | ---- | ------------------- | ------- | ------
|
|Ronald L. Bogh(2) |                    | 2000 | (4)  | 166,415             |         | 28,611
|                  | President          |      | 1999 |                     | 156,877 |       
|                  |                    | 1998 |      | 140,184             |         |      
|Paul M. Gilson    |                    | 2000 | (4)  | 113,400             |         | 8,583 
|                  | Sr. Vice President |      | 1999 |                     | 109,886 |       
|                  |                    | 1998 |      | 96,000              |         |      

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14

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Options Granted in Last Fiscal Year

The following table contains information concerning the grant of stock options under the Company's Directors Stock Option Plan (the "Plan") to the named
executive officers during the twelve months ended April 30, 2000.

OPTION GRANTS IN LAST FISCAL YEAR

|               |  |       |  |      |   |   |      |  |          | Potential
Realizable Value
At Assumed Annual
Rates of Stock Price
Appreciation for
Option Term(2)
|-------------- |  | ----- |  | ---- | - | - | ---- |  | -------- | -------------------------------------------------------------------------------------------------
|
|
|
|Ronald L. Bogh |  | 7,000 |  | 12.3 | % | $ | 3.42 |  | 04/25/05 |                                                                                                  
|Paul M. Gilson |  | 7,000 |  | 12.3 | % | $ | 3.42 |  | 04/25/05 |                                                                                                  

---

Option Exercises and Holdings

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES(1)

|Name           |  | Shares
Acquired
On Exercise
(#) |  | Value
Realized
($) |  | Number of
Securities
Underlying
Unexercised
Options
At FY-End (#)
Exercisable/
Unexercisable |  | Value of Unexercised
In-The-Money Options
At FY-End ($)(2)
Exercisable/
Unexercisable
|-------------- |  | ------------------------------- |  | ------------------ |  | -------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------
|Ronald L. Bogh |  |                                |  |                   |  | 7,000/                                                                                      |  | /                                                                                  
|Paul M. Gilson |  |                                |  |                   |  | 60,200/12,800                                                                                |  | $76,472/$11,368                                                                      

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15

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## 

Director Compensation

Non-employee, non-salaried directors receive $250 per meeting they attend where official Board action is taken, including special meetings, annual meetings and
telephonic meetings, plus out-of-pocket expenses associated with attending such meetings. Employee, salaried directors receive no additional cash compensation beyond their salaries for attending any
Board meetings.

As
of the date of each annual shareholders meeting, each Director who has been a member of the Board for at least three months will also receive an option to purchase 7,000 shares of
the Company's common stock. Each option will continue for a term of five years, with a per-share exercise price of 115 percent of the average closing price of the Company's stock for the two week
period preceding the annual shareholders meeting. All options will be fully vested and exercisable upon grant. Directors who are also employees of the Company (or a related corporation) will receive
incentive stock options, designed to qualify under Section 422 of the Internal Revenue Code. Directors who are not also employees of the Company (or a related corporation) will receive nonqualified
stock options.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS

Change-in-Control Transaction

On June 3, 1999, Dash Multi-Corp, Inc., a Missouri corporation ("Dash"), completed the purchase of 1,880,955 shares of the Company's Common Stock
at a purchase price of $2.50 per share. The 1,880,955 shares of Common Stock of the Company purchased by Dash represented approximately 70.0% of the total issued and outstanding shares of the
Company's Common Stock. Dash purchased the Common Stock pursuant to a tender offer by Dash to the shareholders of the Company as contemplated by the Stock Purchase Agreement.

Change-in-Control Arrangements

In the event of a change in control of the Company, unless otherwise determined by the Board of Directors prior to the occurrence of such change in control,
any options or portions of such options outstanding as of the date such change in control is determined to have occurred, that are not yet fully vested on such date, shall become immediately
exercisable in full. In April 1999, the Board of Directors determined not to accelerate the vesting of stock options that otherwise would have resulted from the acquisition of 70% of the
Company's Common Stock by Dash Multi-Corp, Inc.

Termination Agreement

In January 1998, the Company signed a Non-Competition, Price Guaranty and Release Agreement (the Agreement) with Mr. Doug Nelson, the Company's
former Chief Financial Officer. At that time, Mr. Nelson remained on the Board of Directors. Pursuant to the Agreement, the Company was required to pay Mr. Nelson an amount equal to the
difference between the gross selling price per share of the Company's Common Stock for up to 2,400 shares per month and $3.33 per share for each share sold at less than $3.33 per share. The maximum
amount that the Company was obligated to pay Mr. Nelson was $59,000 in any given calendar year. During 1998, Mr. Nelson sold 25,200 shares of the Company's Common Stock and the Company
paid Mr. Nelson a total of $10,875 during 1998 under this Agreement. The Agreement was amended to allow Mr. Nelson to sell an additional 3,600 shares under this Agreement during 1999. In
March 1999, Mr. Nelson sold 4,800 shares of the Company's Common Stock and the Company paid Mr. Nelson a total of $8,000 under the Agreement. Mr. Nelson resigned from the
Board and the Agreement was terminated in June 1999 in connection with the acquisition of 70% of the Company's Common Stock by Dash Multi-Corp, Inc. At April 30, 2000,
Mr. Nelson held 65,543 shares of the Company's Common Stock.

16

---

Employment Contracts

Ronald L. Bogh.In June 1999, the Company, Dash Multi-Corp and Ronald L. Bogh agreed to a three year Employment
Agreement with compensation at the rate of: (a) $160,800 per annum in year one, (b) $170,400 per annum in year two, and (c) $180,000 per annum in year three. The compensation rate
may change at the sole discretion of Dash Multi-Corp, as directed by the Company. Mr. Bogh's compensation under the Employment Agreement also includes the use of a Company owned vehicle,
medical and health care coverage, life insurance coverage, country club dues and a bonus plan. A Continuance of Employment Agreement becomes effective upon expiration of the Employment Agreement or
early termination of employment. Under this agreement Mr. Bogh is to receive $60,000 per annum through December 2008 for services as a technical advisor to operational and management
functions of the Company.

Paul M. Gilson.In June 1999, the Company, Dash Multi-Corp and Paul M. Gilson agreed to a four year Employment
Agreement with compensation at the rate of: (a) $114,000 per annum in year one, (b) $120,000 per annum in year two, (c) $126,000 per annum in year three, and (d) $132,000 per
annum in year four. The compensation rate may change at the sole discretion of Dash Multi-Corp, as directed by the Company. Mr. Gilson's compensation under the Employment Agreement also
includes the use of a Company owned vehicle, medical and health care coverage, life insurance coverage and a bonus plan.

17

---

Item 11. Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Common Stock of the Company as of July 17, 2000 as to
(i) each person who is known by the Company to own beneficially 5% or more of the outstanding shares of Common Stock, (ii) each Director or Nominee for Director of the Company,
(iii) each of the executive officers named in the Summary Compensation Table below and (iv) all Directors and executive officers as a group. Except as otherwise noted, the Company
believes the persons listed below have sole investment and voting power with respect to the Common Stock owned by them.

Common StockFive Percent Shareholders, Directors, Director
Nominees and Named Executive Officer

Shares
Beneficially
Owned (1)

Approximate Percentage OwnedDash Multi-Corp, Inc. (2)

1,880,955

70.0
%Marvin S. Wool (2)(3)(7)

1,887,955

70.1
%Ronald L. Bogh (4)(5)

228,781

8.5
%Paul M. Gilson (6)

74,360

2.7
%Gregory J. Divis (7)

7,000

0.3
%Sandon L. Wool (7)

7,000

0.3
%Lawrence J. Young (7)

11,000

0.4
%Leland B. Curtis (7)

8,440

0.3
%All Directors and executive officers as a group (7 persons) (8)

2,224,536

79.8
%


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18

---



## 

Item 12. Certain Relationships and Related Transactions

MarChem Pacific, Inc., a wholly-owned subsidiary of Dash, is the Company's primary supplier of bonding materials used in its mat-making process. During
the four months ended April 30, 2000 the Company paid a total of $289,384 to MarChem Pacific for bonding materials. At April 30, 2000, the Company owed MarChem Pacific $78,505, for the
bonding materials purchased.

The
Company also paid Dash $24,000 for management fees and $24,875 to Conway Air Corp. ("Conway"), a subsidiary of Dash, for travel services provided to the Company during the four
months ended April 30, 2000. In April 2000, the Board of Directors agreed to increase the monthly management fee paid to Dash from $6,000 to $25,000 beginning May 1, 2000. At
April 30, 2000, the Company owed Dash and Conway $18,538 for management fees, travel services and other company related expenses.

Management
of the Company believes that all related party transactions were conducted at arms-length rates and conditions.

Item 13. Exhibits and Reports on Form 8-K

Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index. An asterisk (*) beside the exhibit number indicates the
subset of the exhibits containing each management contract, compensatory plan, or arrangement required to be identified separately in this report.

|Exhibit Number |  | Description                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Articles of Incorporation(1)                                                                                                          
|3.2            |  | Bylaws(1)                                                                                                                             
|4.1            |  | Reference is made to Exhibits 3.1 and 3.2(1)                                                                                          
|4.2            |  | Form of Common Stock Certificate(1)                                                                                                   
|10.1*          |  | R-B Rubber Products, Inc. 1995 Stock Option Plan(1)                                                                                   
|10.2*          |  | Form of Stock Option Agreement(1)                                                                                                     
|10.3*          |  | Amendment No. 1 to R-B Rubber Products, Inc. 1995 Stock Option Plan(3)                                                                
|10.4*          |  | Employment Agreement dated effective June 3, 1999 between R-B Rubber Products, Inc. and Ronald L. Bogh(9)                             
|10.5*          |  | Employment Agreement dated effective June 3, 1999 between R-B Rubber Products, Inc. and Paul M. Gilson(9)                             
|10.6*          |  | R-B Rubber Products, Inc. Directors Stock Option Plan(11)                                                                             
|10.7           |  | $992,000 Business Loan Agreement by and between KeyBank National Association and R-B Rubber Products, Inc., dated August 3, 1998.(5)  
|10.8           |  | $450,000 Business Loan Agreement, dated January 19, 1999, by and between KeyBank National Association and R-B Rubber Products, Inc.(6)
|10.9           |  | $1,000,000 Line of Credit Agreement by and between KeyBank National Association and R-B Rubber Products, Inc. dated July 31, 1998.(5) 
|10.10          |  | Amendment No. 1 (Extension Agreement) dated September 1, 1999 to Line of Credit Agreement dated July 31, 1998.(8)                     
|10.11          |  | Funding Agreement, dated May 12, 1997, by and between Keycorp Leasing Ltd. and R-B Rubber Products, Inc.(2)                           

19

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|10.12 |  | Consent to Assignment and Agreement and Assignment of Purchase Agreement, dated May 12, 1997, by R-B Rubber Products, Inc. to Keycorp Leasing Ltd.(2)                     
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.13 |  | Master Lease Agreement, dated as of May 12, 1997 by and between KeyCorp Leasing Ltd. and R-B Rubber Products, Inc.(3)                                                     
|10.14 |  | Schedule, dated December 22, 1997, to Master Lease Agreement dated as of May 12, 1997 by and between KeyCorp Leasing Ltd. and R-B Rubber Products, Inc.(7)                
|10.15 |  | Schedule, dated February 2, 1999, to Master Lease Agreement dated as of May 12, 1997, by and between KeyCorp Leasing Ltd. and R-B Rubber Products, Inc.(7)                
|10.16 |  | Master Lease Agreement, dated as of October 19, 1995 by and between U.S. Bancorp Leasing & Financial and R-B Rubber Products, Inc.                                        
|10.17 |  | Schedule, dated October 19, 1995, to Master Lease Agreement dated as of October 19, 1995 by and between U.S. Bancorp Leasing & Financial and R-B Rubber Products, Inc.    
|10.18 |  | Schedule, dated June 4, 1998, to Master Lease Agreement dated as of October 19, 1995, by and between U.S. Bancorp Leasing & Financial and R-B Rubber Products, Inc.(4)    
|10.19 |  | Schedule, dated December 8, 1998, to Master Lease Agreement dated as of October 19, 1995, by and between U.S. Bancorp Leasing & Financial and R-B Rubber Products, Inc.(7)
|10.20 |  | Lease Agreements dated December 21, 1999 between Banc of America Leasing & Capital, LLC and RB Rubber Products, Inc. together with Schedules thereto.(10)                 
|21    |  | Subsidiaries of the Registrant(7)                                                                                                                                         
|23.1  |  | Consent of Arthur Andersen LLP                                                                                                                                            
|23.2  |  | Consent of Morrison and Liebswager                                                                                                                                        
|27    |  | Financial Data Schedule                                                                                                                                                   
|      |  |                                                                                                                                                                           

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20

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Reports on Form 8-K

During the four months ended April 30, 2000, the Company filed one Report on Form 8-K dated February 21, 2000 under Item 8. Change in Fiscal
Year.

21

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## 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:
July 27, 2000

| |  | R-B RUBBER PRODUCTS, INC.
| |  | -------------------------
| |  | By:                      

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in their capacities
indicated on July 27, 2000:

|Signature                                 |  | Title                                                  
|----------------------------------------- |  | -------------------------------------------------------
|                                          |  |                                                        
|/s/MARVIN S. WOOLMarvin S. Wool           |  | Chairman of the Board                                  
|/s/RONALD L. BOGHRonald L. Bogh           |  | President                                              
|/s/MICHAEL J. HIGHLANDMichael J. Highland |  | Controller
(Principal Accounting and Financial Officer)
|/s/PAUL M. GILSONPaul M. Gilson           |  | Director and Senior Vice President                     
|/s/GREGORY J. DIVISGregory J. Divis       |  | Director, Vice President and Secretary                 
|/s/SANDON L. WOOLSandon L. Wool           |  | Director                                               
|/s/LAWRENCE J. YOUNGLawrence J. Young     |  | Director                                               
|/s/LELAND B. CURTISLeland B. Curtis       |  | Director                                               
|                                          |  |                                                        

22

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
R-B Rubber Products, Inc.
McMinnville, Oregon

We
have audited the accompanying consolidated balance sheets of R-B Rubber Products, Inc., and subsidiary as of April 30, 2000 and December 31, 1999, and the related consolidated
statements of operations, shareholders' equity and cash flows for the four month period ended April 30, 2000 and the year ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of R-B Rubber Products, Inc. and subsidiary as of April 30,
2000 and December 31, 1999, and the results of its operations and its cash flows for the four month period ended April 30, 2000 and the year ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States.

Arthur
Andersen LLP
Portland, Oregon
June 2, 2000

F-1

---

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of
R-B Rubber Products, Inc.
McMinnville, Oregon

We
have audited the accompanying consolidated balance sheet of R-B Rubber Products, Inc., as of December 31, 1998 (as restated  see Note 2) and the related restated
consolidated statements of operations, shareholders' equity and cash flows for the year ended December 31, 1998. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements based on our audits.

We
conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of R-B Rubber Products, Inc. at December 31, 1998 and the
results of its operations and its cash flows for the year ended December 31, 1998 in conformity with generally accepted accounting principles.

Morrison &
Liebswager, P.C.
Certified Public Accountants

Dated:
March 22, 1999

F-2

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R-B RUBBER PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS

|                                                                                                        |                                                                       |                                                                                                   |                                            | December 31,
|------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------
|
|
|ASSETS                                                                                                 
|Current assets:                                                                                         |                                                                       |                                                                                                   |                                            |             
|                                                                                                        | Cash and cash equivalents                                             |                                                                                                   | $                                          | 1,440,616   
|                                                                                                        | Accounts receivable, net of allowance of $51,336, $39,389 and $29,301 |                                                                                                   |                                            | 799,357     
|                                                                                                        | Inventories, net                                                      |                                                                                                   |                                            | 1,196,642   
|                                                                                                        | Prepaid expenses and other                                            |                                                                                                   |                                            | 80,356      
|                                                                                                        | Deferred tax asset                                                    |                                                                                                   |                                            | 38,000      
|                                                                                                        |                                                                       |                                                                                                   |                                            |             
|                                                                                                        |                                                                       |                                                                                                   | Total current assets                       |             
|Property, plant and equipment, net of accumulated depreciation of $3,160,401, $2,874,073 and $2,507,356 |                                                                       |                                                                                                   | 5,087,987                                  |             
|Deferred tax asset                                                                                      |                                                                       |                                                                                                   | 17,000                                     |             
|Other assets                                                                                            |                                                                       |                                                                                                   | 494,994                                    |             
|                                                                                                        |                                                                       |                                                                                                   |                                            |             
|                                                                                                        |                                                                       |                                                                                                   | Total assets                               |             
|                                                                                                        |                                                                       |                                                                                                   |                                            |             
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                   
|Current liabilities:                                                                                    |                                                                       |                                                                                                   |                                            |             
|                                                                                                        | Current portion of long-term debt                                     |                                                                                                   | $                                          | 114,386     
|                                                                                                        | Current portion of capital lease obligations                          |                                                                                                   |                                            | 232,386     
|                                                                                                        | Short-term line of credit                                             |                                                                                                   |                                            |            
|                                                                                                        | Accounts payable                                                      |                                                                                                   |                                            | 611,161     
|                                                                                                        | Accrued expenses                                                      |                                                                                                   |                                            | 368,460     
|                                                                                                        | Income taxes payable                                                  |                                                                                                   |                                            | 39,231      
|                                                                                                        |                                                                       |                                                                                                   |                                            |             
|                                                                                                        |                                                                       |                                                                                                   | Total current liabilities                  |             
|Long-term debt, net of current portion                                                                  |                                                                       |                                                                                                   | 1,198,240                                  |             
|Capital lease obligations, net of current portion                                                       |                                                                       |                                                                                                   | 1,077,311                                  |             
|Deferred income taxes                                                                                   |                                                                       |                                                                                                   |                                           |             
|                                                                                                        |                                                                       |                                                                                                   |                                            |             
|                                                                                                        |                                                                       |                                                                                                   | Total liabilities                          |             
|                                                                                                        |                                                                       |                                                                                                   |                                            |             
|Commitments and contingencies                                                                           |                                                                       |                                                                                                   |                                            |             
|Shareholders' equity:                                                                                   |                                                                       |                                                                                                   |                                            |             
|                                                                                                        |                                                                       | Common stock, no par value, 20,000,000 shares authorized; 2,687,139 shares issued and outstanding |                                            |             
|                                                                                                        |                                                                       | Retained earnings                                                                                 |                                            |             
|                                                                                                        |                                                                       |                                                                                                   |                                            |             
|                                                                                                        |                                                                       |                                                                                                   | Total shareholders' equity                 |             
|                                                                                                        |                                                                       |                                                                                                   |                                            |             
|                                                                                                        |                                                                       |                                                                                                   | Total liabilities and shareholders' equity |             
|                                                                                                        |                                                                       |                                                                                                   |                                            |             

The
accompanying notes are an integral part of these statements.

F-3

---

R-B RUBBER PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                   |                                        | Four Months Ended April 30, |           | Year Ended December 31, |  
|-------------------------------------------------- | -------------------------------------- | --------------------------- | --------- | ----------------------- | -
|
|
|Sales, net                                         |                                        | $                           | 3,341,918 |                         | $
|Cost of sales                                      |                                        |                             | 2,088,513 |                         |  
|                                                   |                                        |                             |           |                         |  
|                                                   | Gross profit                           |                             |           | 1,253,405               |  
|                                                   |                                        |                             |           |                         |  
|Operating expenses:                                |                                        |                             |           |                         |  
|                                                   | Selling                                |                             |           | 300,162                 |  
|                                                   | General and administrative             |                             |           | 501,858                 |  
|                                                   | Loss on disposal of equipment          |                             |           |                        |  
|                                                   | Loss on impairment of long-term assets |                             |           |                        |  
|                                                   |                                        |                             |           |                         |  
|                                                   |                                        |                             | 802,020   |                         |  
|                                                   |                                        |                             |           |                         |  
|Operating income                                   |                                        |                             | 451,385   |                         |  
|                                                   |                                        |                             |           |                         |  
|Other income (expense):                            |                                        |                             |           |                         |  
|                                                   | Interest income                        |                             |           | 21,263                  |  
|                                                   | Interest expense                       |                             |           | (85,846                 | )
|                                                   | Gain (loss) on sale of equipment       |                             |           |                        |  
|                                                   | Other income, net                      |                             |           | 3,579                   |  
|                                                   |                                        |                             |           |                         |  
|                                                   |                                        |                             | (61,004   | )                       |  
|                                                   |                                        |                             |           |                         |  
|Income (loss) before income taxes                  |                                        |                             | 390,381   |                         |  
|Income tax (expense) benefit                       |                                        |                             | (171,276  | )                       |  
|                                                   |                                        |                             |           |                         |  
|Net income (loss)                                  |                                        | $                           | 219,105   |                         | $
|                                                   |                                        |                             |           |                         |  
|Basic net income (loss) per share                  |                                        | $                           | 0.08      |                         | $
|                                                   |                                        |                             |           |                         |  
|Shares used in basic net income (loss) per share   |                                        |                             | 2,687,139 |                         |  
|                                                   |                                        |                             |           |                         |  
|Diluted net income (loss) per share                |                                        | $                           | 0.08      |                         | $
|                                                   |                                        |                             |           |                         |  
|Shares used in diluted net income (loss) per share |                                        |                             | 2,746,321 |                         |  
|                                                   |                                        |                             |           |                         |  

The
accompanying notes are an integral part of these statements.

F-4

---

R-B RUBBER PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the two years in the period ended December 31, 1999
and the four months ended April 30, 2000

|                                  |  | Common Stock |  |   |           |  |  
|--------------------------------- |  | ------------ |  | - | --------- |  | -
|
|
|Balance at December 31, 1997      |  | 2,607,139    |  | $ | 4,080,291 |  | $
|Issuance of Common Stock (Note 8) |  | 80,000       |  |   | 216,668   |  |  
|Net loss                          |  |             |  |   |          |  |  
|                                  |  |              |  |   |           |  |  
|Balance at December 31, 1998      |  | 2,687,139    |  |   | 4,296,959 |  |  
|Net income                        |  |             |  |   |          |  |  
|                                  |  |              |  |   |           |  |  
|Balance at December 31, 1999      |  | 2,687,139    |  |   | 4,296,959 |  |  
|Net income                        |  |             |  |   |          |  |  
|                                  |  |              |  |   |           |  |  
|Balance at April 30, 2000         |  | 2,687,139    |  | $ | 4,296,959 |  | $
|                                  |  |              |  |   |           |  |  

The
accompanying notes are an integral part of these statements.

F-5

---

R-B RUBBER PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                 |                                                                                          | Four Months Ended April 30,                |                            | Year Ended December 31,                             |        
|------------------------------------------------ | ---------------------------------------------------------------------------------------- | ------------------------------------------ | -------------------------- | --------------------------------------------------- | -------
|
|
|Cash flows from operating activities:            |                                                                                          |                                            |                            |                                                     |        
|                                                 | Net Income (loss)                                                                        |                                            | $                          | 219,105                                             |        
|                                                 | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                            |                            |                                                     |        
|                                                 |                                                                                          | Depreciation and amortization              |                            |                                                     | 304,897
|                                                 |                                                                                          | Loss on impairment of long-term assets     |                            |                                                     |       
|                                                 |                                                                                          | Loss on disposal of equipment              |                            |                                                     |       
|                                                 |                                                                                          | Deferred income taxes                      |                            |                                                     | (39,726
|                                                 |                                                                                          | Changes in current assets and liabilities: |                            |                                                     |        
|                                                 |                                                                                          |                                            | Accounts receivable, net   |                                                     |        
|                                                 |                                                                                          |                                            | Inventories, net           |                                                     |        
|                                                 |                                                                                          |                                            | Prepaid expenses and other |                                                     |        
|                                                 |                                                                                          |                                            | Accounts payable           |                                                     |        
|                                                 |                                                                                          |                                            | Accrued expenses           |                                                     |        
|                                                 |                                                                                          |                                            | Income taxes payable       |                                                     |        
|                                                 |                                                                                          |                                            |                            |                                                     |        
|                                                 |                                                                                          |                                            |                            | Net cash provided by operating activities           |        
|                                                 |                                                                                          |                                            |                            |                                                     |        
|Cash flows from investing activities:            |                                                                                          |                                            |                            |                                                     |        
|                                                 | Additions to property, plant and equipment                                               |                                            |                            | (297,784                                            | )      
|                                                 | Cash paid for acquisitions (Note 8)                                                      |                                            |                            |                                                    |        
|                                                 | Proceeds from sale of equipment                                                          |                                            |                            |                                                    |        
|                                                 | Other, net                                                                               |                                            |                            | 8,631                                               |        
|                                                 |                                                                                          |                                            |                            |                                                     |        
|                                                 |                                                                                          |                                            |                            | Net cash used in investing activities               |        
|                                                 |                                                                                          |                                            |                            |                                                     |        
|Cash flows from financing activities:            |                                                                                          |                                            |                            |                                                     |        
|                                                 | Net borrowings (repayments) under short-term line of credit                              |                                            |                            |                                                    |        
|                                                 | Proceeds from long-term debt                                                             |                                            |                            |                                                    |        
|                                                 | Payments on long-term debt                                                               |                                            |                            | (38,101                                             | )      
|                                                 | Payments on capital lease obligations                                                    |                                            |                            | (72,237                                             | )      
|                                                 | Proceeds from sale/leaseback transactions                                                |                                            |                            |                                                    |        
|                                                 |                                                                                          |                                            |                            |                                                     |        
|                                                 |                                                                                          |                                            |                            | Net cash provided by (used in) financing activities |        
|                                                 |                                                                                          |                                            |                            |                                                     |        
|Increase (decrease) in cash and cash equivalents |                                                                                          |                                            | (83,040                    | )                                                   |        
|Cash and cash equivalents:                       |                                                                                          |                                            |                            |                                                     |        
|                                                 | Beginning of period                                                                      |                                            |                            | 1,523,656                                           |        
|                                                 |                                                                                          |                                            |                            |                                                     |        
|                                                 | End of period                                                                            |                                            | $                          | 1,440,616                                           |        
|                                                 |                                                                                          |                                            |                            |                                                     |        

The
accompanying notes are an integral part of these statements.

F-6

---

R-B RUBBER PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization.R-B Rubber Products, Inc. (the "Company") was incorporated in
Oregon in September 1986. The Company is a vertically integrated rubber recycler and manufacturer that processes discarded tires into high quality, durable rubber mats, protective surfaces and
various other rubber products. The Company sells its products to agribusiness concerns, sports and fitness facilities and other commercial and industrial users throughout North America.

The
accompanying consolidated financial statements include the accounts of the Company and of its wholly owned subsidiary, RB Recycling, Inc. On January 29, 1999, RB
Recycling, Inc., a newly formed subsidiary of the Company, acquired certain assets related to a tire recovery and processing plant in Portland, Oregon from Dallas, Texas based Waste
Recovery, Inc. (WRI). All significant intercompany transactions and account balances have been eliminated.

On
February 21, 2000 the Board of Directors of the Company voted to change the Company's fiscal year from a year ending December 31 to a year ending April 30. The
financial statements presented include the transition period consisting of the four months ended April 30, 2000.

Common Stock Split-up Effected in the Form of a Dividend.On December 20, 1999, the
Company declared a 20% common stock split-up effected in the form of a dividend for shareholders of record on January 21, 2000 for issuance on February 4, 2000. All share and per share amounts
have been retroactively adjusted to reflect the stock split-up effected in the form of a dividend.

Use of Estimates.The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents.Cash and cash equivalents consist of cash on hand and highly liquid
investments with original maturities of 90 days or less at acquisition.

Concentrations of Credit Risk.Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of bank demand deposits and cash equivalents.

During
the four months ended April 30, 2000, approximately 13 percent of net sales were to one customer. Approximately 24 percent and 23 percent of the Company's net sales were
to one customer during 1999 and 1998, respectively. The Company does not expect this customer to continue purchasing product at 1999 and 1998 levels in the future. To date the Company has been able to
replace most of the lost volume from this customer with higher margin sales to other customers, however there can be no assurance that the Company will be able to continue to replace the lost volume
with sales to other customers. This customer represented 9 percent of accounts receivable at April 30, 2000 and 37 percent and 34 percent of the accounts receivable balance at
December 31, 1999 and 1998, respectively. The balance outstanding at April 30, 2000 for this customer was collected in the first quarter of fiscal 2001. During the four months ended
April 30, 2000, approximately 9 percent of the Company's sales were derived from sales to nine major horse trailer manufacturers in the U.S.

Inventories.Inventories are stated at the lower of average cost, which approximates the
first-in, first-out method, or market (net realizable value), and include materials, labor and manufacturing overhead. Unsalable or unusable items are carried at scrap value and reprocessed.

F-7

---

Property, Plant and Equipment.Property, plant and equipment are
stated at cost.Maintenance and repairs are charged to expense as incurred, whereas renewals and betterments are capitalized. Depreciation is provided using the straight-line
method over the estimated useful lives of the applicable assets as follows:

Buildings and Improvements:

30 yearsMachinery and Transportation Equipment:

5 - 14 yearsTrucks and trailers

5 - 10 yearsOffice Furniture and Equipment:

3 - 7 years


Upon
disposal of assets subject to depreciation, costs and accumulated depreciation are removed from the accounts and the resulting gains and losses are reflected in income. The
Company recorded a loss on disposal of equipment during 1999 in the amount of $121,933 related to the removal and replacement of two old crumb rubber processing mills. Because of the increased
capacity and efficiency of a new mill, the Company replaced the two old processing mills earlier than originally anticipated.

Goodwill.Goodwill, related to the purchase of certain assets of Iowa Mat Company and WRI, is
included in other non-current assets and totaled $259,724, $269,674 and $212,437, net of accumulated amortization of $49,960, $40,010 and $11,180, at April 30, 2000, December 31, 1999
and 1998, respectively. Goodwill is amortized on a straight-line basis over a 10-year period. The Company assesses the recoverability of goodwill by determining whether the amortization of the
goodwill balance over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operation. The assessment of the recoverability of goodwill will be impacted
if estimated future operating cash flows are less than the carrying amount of the goodwill. Based on this review, goodwill was written down by $396,050 during the fourth quarter of calendar 1998.

Long-Lived Assets.Long-lived assets are reviewed for impairment in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Based on this review, the Company recorded a $136,120 loss on impairment of long-term
assets in calendar 1999 related to certain business opportunities the Company is no longer pursuing. There were no other impairments to the carrying value of long-lived assets during the four months
ended April 30, 2000 or the years ended December 31, 1999 or 1998, other than an impairment of goodwill (see above), at December 31, 1998.

Research and Development.Research and development is expensed as incurred. Included in general
and administrative expense are expenditures for research and development of $32,949 and $49,405 for the four months ended April 30, 2000 and 1999 (unaudited), respectively. Research and
Development expenses for 1999 and 1998 were $105,403 and $150,051, respectively.

Advertising Costs.Advertising costs are expensed when incurred. Total advertising costs were
$19,788 and $21,448 for the four months ended April 30, 2000 and 1999 (unaudited), respectively. Advertising costs for 1999 and 1998 were $69,366 and $58,526, respectively.

Income Taxes.Deferred income tax assets and liabilities reflect the tax effect of temporary
differences between carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. A valuation allowance is established for deferred tax assets
if it is more likely than

F-8

---

not that all or some portion of the deferred tax asset will not be realized. Income tax expense is the tax payable for the period and the change during the period in net deferred tax assets and
liabilities.

Net Income Per Share.Basic earnings per share (EPS) and diluted EPS are computed using the
methods prescribed by Statement of Financial Accounting Standard No. 128,Earnings per Share.Basic EPS is calculated using the weighted average number
of common shares outstanding for the period and diluted EPS is computed using the weighted average number of common shares and dilutive common equivalent shares outstanding.

Following
is a reconciliation of basic EPS and diluted EPS:

|                                        |  | 2000 |         | 1999
(Unaudited)
|--------------------------------------- |  | ---- | ------- | ----------------
|
|Basic EPS                               |  |      |         |                 
|Income available to Common Shareholders |  | $    | 219,105 |                 
|                                        |  |      |         |                 
|Effect of Dilutive Securities:          |  |      |         |                 
|Stock Options                           |  |      |        |                 
|                                        |  |      |         |                 
|Diluted EPS                             |  |      |         |                 
|Income available to Common Shareholders |  | $    | 219,105 |                 
|                                        |  |      |         |                 

224,200
and 189,600 shares issuable pursuant to stock options and warrants have not been included in the above calculations for the four months ended April 30, 2000 and 1999
(unaudited), respectively since they would have been antidilutive.

|                                               |  | 1999 |         | 1998 |          
|---------------------------------------------- |  | ---- | ------- | ---- | ---------
|
|Basic EPS                                      |  |      |         |      |          
|Income (loss) available to Common Shareholders |  | $    | 578,557 |      | 2,687,139
|                                               |  |      |         |      |          
|Effect of Dilutive Securities:                 |  |      |         |      |          
|Stock Options                                  |  |      |        |      | 26,400   
|                                               |  |      |         |      |          
|Diluted EPS                                    |  |      |         |      |          
|Income (loss) available to Common Shareholders |  | $    | 578,557 |      | 2,713,539
|                                               |  |      |         |      |          

225,600
and 297,000 shares issuable pursuant to stock options and warrants have not been included in the above calculations for 1999 and 1998, respectively, since they would have been
antidilutive.

Fair Value of Financial Instruments.The fair value of financial instruments are the amounts at
which the instrument could be exchanged in a current transaction between willing parties, other than in a forced

F-9

---

or liquidation sale. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, trade receivables, other current assets and current liabilities approximate fair
value because of the short maturity for these instruments. The fair value approximates the carrying value of the Company's borrowings under its long-term arrangements based upon interest rates
available for the same or similar loans.

Reclassifications.Certain reclassifications have been made in the 1998 financial statements to
conform with current period presentation. See Note 2.

2. PRIOR PERIOD ADJUSTMENT

1998 financial statements have been restated to appropriately reflect certain leases formerly treated as operating leases that are in fact capital leases.
These adjustments resulted in an increase to the net loss as previously reported in 1998 of $19,580 net of income tax benefits of $12,954 for the year ended
December 31, 1998. These adjustments also resulted in an increase as of December 31, 1998 to property, plant and equipment and capital lease obligations of $996,418 and $1,058,386,
respectively, and a decrease in retained earnings, as previously reported of $49,014 of which $29,434 was a decrease in previously reported retained earnings as of December 31, 1997.

3. INVENTORIES

April 30,
2000

December 31,
1999

December 31,
1998Raw Materials

$
119,602

$
117,696

$
108,416Finished Goods


1,048,084


691,037


636,521Other


28,956


14,427


22,545$
1,196,642

$
823,160

$
767,482


4. PROPERTY, PLANT AND EQUIPMENT

April 30,
2000

December 31,
1999

December 31,
1998Land

$
167,750

$
167,750

$
167,750Buildings and improvements


1,265,158


1,265,158


1,292,453Machinery and equipment


6,024,681


5,926,040


6,635,871Trucks and trailers


275,649


229,470


227,742Office furniture and equipment


271,065


262,890


260,7298,004,303


7,851,308


8,584,545Lessaccumulated depreciation


(3,160,401
)

(2,874,073
)

(2,507,356
)4,843,902


4,977,235


6,077,189Construction in progress


244,085


99,297


232,260$
5,087,987

$
5,076,532

$
6,309,449


F-10

---

Depreciation expense was $286,329 and $327,640 for the four months ended April 30, 2000 and 1999 (unaudited), respectively, and $888,094 and $729,494 for the years ended
December 31, 1999 and 1998, respectively. Machinery and equipment includes assets under capital leases, which totaled $1,169,567, $1,252,135 and $996,418 (net of accumulated amortization of
$584,302, $502,034 and $261,439) at April 30, 2000 and December 31, 1999 and 1998, respectively.

5. SHORT-TERM LINE OF CREDIT

The Company has a $1,000,000 operating line of credit with a commercial bank, which expires August 1, 2000 with interest at prime (9.0 percent at
April 30, 2000). The line of credit is collateralized by accounts receivable and inventory. The Company had no amounts outstanding under the line of credit at April 30, 2000.

Under
the terms of this line-of-credit agreement, the Company is required to maintain the following covenants:



At
April 30, 2000, the Company was in compliance with these covenants.

F-11

---

6. LONG-TERM DEBT

|                                                                                                                                                                                                                                                                         |  | April 30,
2000 |           | December 31,
1999 |   | December 31,
1998
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | --------- | ----------------- | - | -----------------
|Real estate mortgage at U.S. Treasury rate plus 2.5 percent (7.97 percent at April 30, 2000) adjusted every 5 years, payable in monthly payments of $8,373, including interest, with a balloon payment of
$695,954 due on August 15, 2008, collateralized by real estate |  | $              | 953,060   |                   | $ | 960,680          
|Bank term note at prime rate (9.0 percent at April 30, 2000), payable in monthly amount of $9,096, including interest through January 20, 2004, collateralized by equipment                                                                                              |  |                | 355,312   |                   |   | 380,730          
|Bank term note at 8.98 percent, payable in 59 payments of $8,555, including interest, through September 5, 2001, collateralized by accounts receivable, inventory and equipment                                                                                          |  |                |          |                   |   |                 
|Bank term note at 8.42 percent, payable in monthly amounts of $5,836, including interest, through April 5, 2003, collateralized by equipment                                                                                                                             |  |                |          |                   |   |                 
|Bank term note at 7.92 percent, payable in monthly amounts of $6,375, including interest, through April 5, 2003, collateralized by equipment                                                                                                                             |  |                |          |                   |   |                 
|Bank term note at 8.58 percent, payable in monthly amounts of $505 including interest through December 5, 2000, collateralized by equipment                                                                                                                              |  |                |          |                   |   |                 
|Other loans payable in a monthly amount of $542 through December 13, 2000, collateralized by equipment                                                                                                                                                                   |  |                | 4,254     |                   |   | 9317             
|                                                                                                                                                                                                                                                                         |  |                |           |                   |   |                  
|                                                                                                                                                                                                                                                                         |  |                | 1,312,626 |                   |   | 1,350,727        
|Lesscurrent portion                                                                                                                                                                                                                                                     |  |                | 114,386   |                   |   | 113,866          
|                                                                                                                                                                                                                                                                         |  |                |           |                   |   |                  
|                                                                                                                                                                                                                                                                         |  | $              | 1,198,240 |                   | $ | 1,236,861        
|                                                                                                                                                                                                                                                                         |  |                |           |                   |   |                  

As
of April 30, 2000, principal maturities on long-term debt for fiscal years ending April 30 are due as follows:

2001

$
114,3862002


119,0272003


128,6532004


112,2312005


34,846Thereafter


803,483$
1,312,626


Under
the terms of the bank term note agreement at April 30, 2000, the Company is required to maintain the following covenants:



F-12

---



At
April 30, 2000, the Company was in compliance with these covenants.

7. LEASE OBLIGATIONS

As a recycler of tires in the state of Oregon, many of the Company's capital purchases qualify for State of Oregon Business Energy Tax Credits. The Company
sells the related equipment to various commercial banks and leases the equipment back, net of the related tax credits. Gains resulting from these sale/leasebacks are netted against property and
equipment on the balance sheet.

Depreciation
related to the capital leases was $82,268 and $76,059 for the four months ended April 30, 2000 and 1999 (unaudited), respectively. Total rental expense related to
operating leases was $64,140 and $43,066 for the four month periods ended April 30, 2000 and 1999 (unaudited), respectively.

Depreciation
related to the capital leases was $240,595 and $155,189 for the years ended December 31, 1999 and 1998. Total rental expense related to operating leases was
$149,702 and $36,545 for the years ended December 31, 1999 and 1998, respectively.

The
leases provide for an early buy-out option generally after 5 to 6 years at a predetermined amount specified in the lease agreement. At maturity, the Company has the option to
extend the lease term, renew the lease agreement at current market rates, purchase the equipment at fair market value or return the equipment to the lessor. The effective interest rates implicit in
the leases range from 7 percent to 13 percent.

The
Company leases certain land, vehicles, equipment and storage areas under operating leases expiring in various years through 2006.

Future
minimum lease payments under lease obligations are as follows at April 30, 2000:

Capital
Leases

Operating
Leases2001

$
354,720

$
183,9912002


354,720


151,5402003


323,070


152,8722004


278,760


137,3822005


233,888


75,452Thereafter


126,320


123,420Total minimum lease payments


1,671,478

$
824,657Less amount representing interest


(361,781
)Net obligation under capital leases


1,309,697Less current portion


(232,386
)Non-current portion

$
1,077,311


F-13

---

Under the terms of certain capital lease agreements, the Company is required to maintain the following covenants:



At
April 30, 2000, the Company was in compliance with these covenants.

8. ACQUISITIONS

On January 29, 1999, the Company, through its newly created, 100 percent owned subsidiary RB Recycling, Inc., purchased certain assets related to
a tire recovery and processing plant in Portland, Oregon from Dallas, Texas based Waste Recovery, Inc. ("WRI"). The total purchase price was $785,367, consisting of $450,000 in cash, which was
financed from the proceeds of a five-year note with a commercial bank, $195,367 in cash from the Company's existing operating line of credit and $140,000 in cash from existing cash balances. The
acquisition was accounted for as a purchase, and the estimated fair value of the acquired equipment has been recorded in the accompanying balance sheet. The excess of the purchase price over the
estimated fair value of the equipment acquired, which approximates $86,067, has been recorded as goodwill and is being amortized over 10 years. Pro forma results of operations are not presented as
they are not materially different from actual results.

On
April 1, 1998, the Company acquired substantially all of the assets of certain operations of Iowa Mat Company for $600,000 in cash and 80,000 shares of the Company's Common
Stock with a value on the date of issuance of $216,668. A majority of the $600,000 cash payment was financed with new debt facilities. The acquisition was accounted for as a purchase. Pro forma
results of operations are not presented as they are not materially different from actual results.

9. INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109,Accounting for Income
Taxes. This statement requires that deferred taxes be established for all temporary

F-14

---

differences between the book and tax basis of assets and liabilities. The components of income tax expense (benefit) are as follows:

Four Months Ended
April 30,

Year Ended
December 31,2000

1999

1999

1998(unaudited)Current:Federal

$
177,485

$
53,058

$
406,963

$
25,606State


33,516


6,558


89,282


9,451211,001


59,616


496,245


35,057Deferred:Federal


(35,210
)

19,115


(123,321
)

(104,356
)State


(4,515
)

2,362


(25,631
)

(39,725
)

21,477


(148,952
)

(104,356
)Income tax expense (benefit)

$
171,276

$
81,093

$
347,293

$
(69,299
)


The
components of the net deferred tax assets and liabilities are as follows:

April 30,
2000

December 31,
1999

December 31,
1998Assets:Allowance for doubtful accounts

$
20,000

$
15,108

$
Accrued vacation


18,000


13,716


Capital leases


47,000


40,100


Goodwill


119,000


121,296


127,924204,000


190,220


127,924Liabilities:Depreciation


(149,000
)

(174,946
)

(261,602
)Net deferred tax asset (liability)

$
55,000

$
15,274

$
(133,678
)


F-15

---

R-B RUBBER PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. INCOME TAXES (Continued)

A reconciliation between the federal statutory tax rate and the effective income tax rate is as follows:

Four Months Ended April 30,

2000

1999(unaudited)Federal statutory income tax rate

34.0
%
34.0
%State taxes

4.3

4.3Other

5.6

0.9Effective income tax rate

43.9
%
39.2
%


Year Ended December 31,

1999

1998Federal statutory income tax rate

34.0
%
(34.0
)%State taxes

4.3

(4.3
)Other

(0.8
)
(1.5
)Effective income tax rate

37.5
%
(39.8
)%


No
valuation allowance has been established for deferred tax assets as management believes it is more likely than not that future taxable income will be sufficient to realize the
benefit of deferred tax assets.

F-16

---

10. SEGMENT REPORTING

The Company has determined that it currently operates in three segments, matting products, molded products and tire recovery and processing at RB
Recycling, Inc. ("RB Recycling"). RB Recycling had intercompany sales of $167,301 and $94,402 for the four months ended April 30, 2000, and 1999 (unaudited), respectively. RB Recycling
had intercompany sales of $382,430 for the year ended December 31, 1999. There we no other intercompany sales between segments. The Company operated in only two segments in 1998, matting
products and molded products:

|Four Months Ended April 30, 2000 |  | Matting |           | Molded |   | RB
Recycling |   | Total |        
|-------------------------------- |  | ------- | --------- | ------ | - | ------------ | - | ----- | -------
|Sales, net                       |  | $       | 2,830,400 |        | $ | 224,933      |   | $     | 286,585
|Depreciation and amortization    |  |         | 265,535   |        |   | 33,513       |   |       | 5,849  
|Income (loss) before taxes       |  |         | 493,896   |        |   | (6,818       | ) |       | (96,697
|
|Sales, net                       |  | $       | 3,053,962 |        | $ | 116,111      |   | $     | 262,222
|Depreciation and amortization    |  |         | 277,088   |        |   | 39,024       |   |       | 37,716 
|Income (loss) before taxes       |  |         | 277,651   |        |   | (62,869      | ) |       | (8,013 
|
|Total assets                     |  |         | 7,889,990 |        | $ | 987,677      |   | $     | 277,285
|
|Total assets                     |  | $       | 7,391,087 |        | $ | 972,119      |   | $     | 870,643
|
|Sales, net                       |  | $       | 9,350,887 |        | $ | 457,860      |   | $     | 955,010
|Depreciation and amortization    |  |         | 871,187   |        |   | 104,347      |   |       | 7,837  
|Income (loss) before taxes       |  |         | 1,038,600 |        |   | (155,128     | ) |       | 42,378 
|
|Sales, net                       |  | $       | 8,162,483 |        | $ | 429,885      |   |       |       
|Depreciation and amortization    |  |         | 699,060   |        |   | 41,614       |   |       |       
|Income (loss) before taxes       |  |         | 76,266    |        |   | (250,313     | ) |       |       
|
|Total assets                     |  | $       | 8,008,910 |        | $ | 973,653      |   | $     | 221,336
|
|Total assets                     |  | $       | 7,263,587 |        | $ | 1,445,298    |   |       |       

F-17

---

11. SUPPLEMENTAL CASH FLOW INFORMATION

Four Months Ended April 30,

2000

1999(unaudited)Supplemental Cash Flow Information:Cash paid for interest

$
83,019

$
92,568Cash paid for income taxes


589,175


10,166


Year Ended December 31,

1999

1998Supplemental Cash Flow Information:Cash paid for interest

$
297,430

$
239,196Cash paid for income taxes


49,098


97,680Supplemental Non-Cash Investing Activities:Common Stock issued in connection with acquisition





216,668


12. SHAREHOLDERS' EQUITY

Sale of Common Stock.On April 9, 1999 the Company announced an agreement that provided
for a tender offer to be made by Dash Multi-Corp, Inc. ("Dash"), a privately held company located in St. Louis, Missouri. Through its tender offer, Dash purchased 1,880,955 shares (70 percent)
of the Company's outstanding Common Stock for $2.50 per share on June 3, 1999. The Company's three largest shareholders, who were officers and/or directors of the Company prior to the tender
offer of the Company's Common Stock, tendered a total of 1,122,649 shares to Dash pursuant to its offer. The above event had no effect on the accompanying financial statements.

Warrants.At April 30, 2000, December 31, 1999 and 1998, the Company had
outstanding warrants to purchase 114,000 shares of the Company's Common Stock at $4.25 per share. These warrants expired on May 9, 2000.



In
March 1995, the Company adopted its 1995 stock option plan (as amended, the "1995 Plan") and has reserved 360,000 shares of Common Stock for issuance thereunder. The 1995
Plan provides for the issuance of incentive stock options to employees of the Company and non-statutory stock options to employees, directors and consultants of the Company. Options granted generally
vest over a three-year period, but may vest over a different period at the discretion of the Board of Directors. Options granted under the 1995 Plan are typically exercisable for a period of 10 years
from the date of grant. The exercise price of options granted under the 1995 Plan must be equal to or greater than the fair market value of the Company's Common Stock on the date of grant for
incentive stock options under Section 422 of the Code and not less than 85 percent of the fair market value on the date of grant for non-statutory stock options. At April 30, 2000, the Company
had 360,000 shares of Common Stock reserved for future issuance under the 1995 Plan. The exercise price of all options granted was equal to or greater than the market value of the Company's Common
Stock on the grant date.

F-18

---



On February 21, 2000, the Board of Directors of the Company voted to adopt a Directors Stock Option Plan (the "Directors Plan"). The Directors Plan was
approved by the shareholders on April 25, 2000 and provides for the issuance of up to 400,000 shares of the Company's common stock.

The
Directors Plan will grant options on an annual, systematic basis. As of the date of each annual shareholders meeting, each Director who has been a member of the Board for at least
three months will receive an option to purchase 7,000 shares of the Company's common stock. Each option will continue for a term of five years, with a per-share exercise price of 115 percent of the
average closing price of the Company's stock for the two week period preceding the annual shareholders meeting. All options will be fully vested and immediately exercisable. Directors who are also
employees of the Company (or a related corporation) will receive incentive stock options, designed to qualify under Section 422 of the Internal Revenue Code. Directors who are not also employees of
the Company (or a related corporation) will receive nonqualified stock options. The Board of Directors is the administrator of the Directors Plan. At April 30, 2000, the Company had 400,000
shares of Common Stock reserved for future issuance under the Directors Plan. The exercise price of all options granted was equal to or greater than the market value of the Company's Common Stock on
the grant date.

Activity
under the 1995 and Directors Plan are summarized as follows:

Shares
Available for
Grant

Shares
Subject to
Options

Weighted
Average
Exercise Price
Per ShareBalances, December 31, 1997

114,600

245,400

$
2.18Options granted

(12,000
)
12,000


1.88Options canceled

74,400

(74,400
)

2.27Balances, December 31, 1998

177,000

183,000


2.13Options granted

(48,000
)
48,000


2.19Options canceled

16,800

(16,800
)

3.02Balances, December 31, 1999

145,800

214,200


2.07Adoption of Directors Plan

400,000




Options granted

(49,000
)
49,000


3.42Options canceled






Balances, April 30, 2000

496,800

263,200

$
2.32


Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation.SFAS No. 123 defines a fair value based
method of accounting for an employee stock option and similar equity instrument and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans.
However, it also allows an entity to continue to measure compensation cost for those plans using the method of accounting prescribed by Accounting Principals Board Opinion ("APB") No. 25, Accounting
for Stock Issued to Employees. Entities electing to remain with the accounting in APB No. 25 must make pro forma disclosures of net income and, if presented, earnings per share, as if the fair value
based method of accounting defined in SFAS No. 123 had been adopted.

F-19

---

The Company has elected to account for its stock-based compensation plans under APB No. 25; however, the Company has computed, for pro forma disclosure purposes, the value of all
options
granted during the four months ended April 30, 2000 and 1999 (unaudited) and during the years ended December 31, 1999 and 1998 using the Black-Scholes option pricing model as prescribed by SFAS
No. 123 using the following weighted average assumptions for grants:

Four Months Ended April 30,

2000

1999(unaudited)Risk-free interest rate

6.4%

4.7%Expected dividend yield

0%

0%Expected lives

5 years

6.5 yearsExpected volatility

105.7%

104.8%


Year Ended December 31,

1999

1998Risk-free interest rate

5.7%

5.5%Expected dividend yield

0%

0%Expected lives

6.5 years

6.5 yearsExpected volatility

106.0%

102.9%


Using
the Black-Scholes methodology, the total value of options granted during the four months ended April 30, 2000 and 1999 (unaudited) was $115,288 and $12,673, respectively,
which would be amortized on a pro forma basis over the vesting period of the options (typically two to five years under the 1995 Plan and immediately under the Directors Plan). The weighted average
fair value of options granted during the four months ended April 30, 2000 and 1999 (unaudited) was $2.35 and $1.06, respectively.

Using
the Black-Scholes methodology, the total value of options granted during 1999 and 1998 was $56,975 and $18,950, respectively, which would be amortized on a pro forma basis over
the vesting period of the options (typically two to five years). The weighted average fair value of options granted during 1999 and 1998 was $1.19 and $1.58, respectively.

F-20

---

If the Company had accounted for its stock-based compensation plans in accordance with SFAS No. 123, the Company's net income (loss) and net income (loss) per share would
approximate the pro forma disclosures below:

Four Months Ended April 30,

2000

1999
(unaudited)As
Reported

Pro Forma

As
Reported

Pro FormaNet income

$
219,105

$
78,928

$
125,676

$
100,435Net income per sharebasic

$
0.08

$
0.03

$
0.05

$
0.04Net income per sharediluted

$
0.08

$
0.03

$
0.05

$
0.04Year Ended December 31,

1999

1998As
Reported

Pro Forma

As
Reported

Pro FormaNet income (loss)

$
578,557

$
502,834

$
(104,748
)
$
(211,913
)Net income (loss) per sharebasic

$
0.22

$
0.19

$
(0.04
)
$
(0.08
)Net income (loss) per sharediluted

$
0.21

$
0.19

$
(0.04
)
$
(0.08
)


The
following table summarizes information about stock options outstanding at April 30, 2000:

|  |             |  |         |  |     |  |   | Options Exercisable
|- | ----------- |  | ------- |  | --- |  | - | -------------------
|
|
|
|$ | 1.250       |  | 60,600  |  | 7.0 |  | $ | 1.250              
|  | 1.354       |  | 39,600  |  | 2.7 |  |   | 1.354              
|  | 1.563       |  | 2,400   |  | 3.7 |  |   | 1.563              
|  | 1.880       |  | 12,000  |  | 8.5 |  |   | 1.880              
|  | 2.396       |  | 2,400   |  | 7.1 |  |   | 2.396              
|  | 2.500       |  | 36,000  |  | 9.3 |  |   | 2.500              
|  | 3.125       |  | 61,200  |  | 7.6 |  |   | 3.125              
|  | 3.421       |  | 42,000  |  | 5.0 |  |   | 3.421              
|  | 3.438       |  | 7,000   |  | 5.0 |  |   | 3.438              
|  |             |  |         |  |     |  |   |                    
|$ | 1.2503.438 |  | 263,200 |  | 6.5 |  | $ | 2.319              
|  |             |  |         |  |     |  |   |                    

At
December 31, 1999 options to purchase 171,800 shares of the Company's Common Stock were exercisable at an average exercise price of $2.032. At December 31, 1998
options to purchase 97,393 shares of the Company's Common Stock were exercisable at an average exercise price of $1.875.

13. PROFIT SHARING PLAN

The Company has a defined contribution profit sharing plan (the "Plan"), which covers all employees who have completed 90 days of service. The Plan is
qualified under section 401 of the Internal Revenue Code. Participants may voluntarily elect to reduce their compensation by up to 15 percent of their annual compensation. The Company may contribute
to the Plan a discretionary amount determined by its Board

F-21

---

of Directors. In December 1999, the Board of Directors approved a 50 percent match for future contributions if a participant defers at least 2 percent of compensation, with no deferrals over 2
percent of compensation being matched. No contributions were made to the Plan by the Company for 1999 or 1998. During the four months ended April 30, 2000 the Company made $5,535 in
contributions to the Plan.

14. RELATED PARTY TRANSACTIONS

MarChem Pacific, Inc. ("MarChem"), a wholly-owned subsidiary of Dash, is the Company's primary supplier of bonding materials used in its mat-making
process. During the four months ended April 30, 2000 and 1999 (unaudited) the Company paid a total of $289,384 and $278,057, respectively, to MarChem for bonding materials. During the years
ended December 31, 1999 and 1998, the Company paid a total of $838,764 and $877,434, respectively, to MarChem. At April 30, 2000, December 31, 1999 and 1998, the Company owed
MarChem $78,505, $75,701 and $155,136, respectively, for such materials.

The
Company paid Dash $24,000 for management fees and $24,875 to Conway Air Corp. ("Conway"), a subsidiary of Dash, for travel services provided to the Company during the four months
ended April 30, 2000. In April 2000, the Board of Directors agreed to increase the monthly management fee paid to Dash from $6,000 to $25,000 beginning May 1, 2000. During 1999,
the Company paid $36,000 to Dash such services and $48,608 to Conway. Included in accounts payable at April 30, 2000 and December 31, 1999 was $18,538 and $34,144 owed to Dash and Conway
for management fees, travel services and other company related expenses.

F-22

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