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

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FORM 10-QSB

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(Mark One)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended July 31, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------------

For the transition period from to

Commission file number 0-25974

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R-B RUBBER PRODUCTS, INC.(Exact name of registrant as specified in its charter)

Oregon

93-0967413(State or other jurisdiction of incorporation
or organization)

(I.R.S. Employer Identification No.)904 E. 10th Avenue,
McMinnville, Oregon

97128(Address of principal executive offices)

(Zip Code)Issuer's telephone number, including area code:503-472-4691


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Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ý    No o

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common stock without par value

3,234,271(Class)

(Outstanding at August 29, 2002)


Transitional
Small Business Disclosure Format (check
one): Yes o    No ý

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

|                             |  |                                                                                 |  | Page
|---------------------------- |  | ------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION |  |                                                                                
|Item 1.                      |  | Consolidated Financial Statements                                               |  |     
|                             |  | Consolidated Balance SheetsJuly 31, 2002 and April 30, 2002                    |  | 2   
|                             |  | Consolidated Statements of OperationsThree Months Ended July 31, 2002 and 2001 |  | 3   
|                             |  | Consolidated Statements of Cash FlowsThree Months Ended July 31, 2002 and 2001 |  | 4   
|                             |  | Notes to Consolidated Financial Statements                                      |  | 5   
|Item 2.                      |  | Management's Discussion and Analysis or Plan of Operation                       |  | 7   
|PART IIOTHER INFORMATION    |  |                                                                                
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                |  | 10  
|Signatures                   |  | 11                                                                             
|Certifications               |  | 12                                                                             

1

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R-B RUBBER PRODUCTS, INC.  CONSOLIDATED BALANCE SHEETS

|                                                                                            |                                                                                                   | July 31,
2002                              |           | April 30
2002
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | -------------
|
|ASSETS                                                                                      |                                                                                                   |                                            |           |              
|Current assets:                                                                             |                                                                                                   |                                            |           |              
|                                                                                            | Cash and cash equivalents                                                                         |                                            | $         | 507,582      
|                                                                                            | Accounts receivable, net of allowance of $59,406 and $55,700                                      |                                            |           | 1,677,578    
|                                                                                            | Accounts receivablerelated party                                                                 |                                            |           | 73,780       
|                                                                                            | Inventories                                                                                       |                                            |           | 1,842,138    
|                                                                                            | Prepaid expenses and other                                                                        |                                            |           | 302,907      
|                                                                                            | Deferred tax asset                                                                                |                                            |           | 40,942       
|                                                                                            |                                                                                                   |                                            |           |              
|                                                                                            |                                                                                                   | Total current assets                       |           |              
|Property, plant and equipment, net of accumulated depreciation of $5,256,860 and $5,005,431 |                                                                                                   |                                            | 5,541,192 |              
|Deferred tax asset                                                                          |                                                                                                   |                                            | 4,898     |              
|Other assets                                                                                |                                                                                                   |                                            | 428,792   |              
|                                                                                            |                                                                                                   |                                            |           |              
|                                                                                            |                                                                                                   | Total assets                               |           | $            
|                                                                                            |                                                                                                   |                                            |           |              
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                        |                                                                                                   |                                            |           |              
|Current liabilities:                                                                        |                                                                                                   |                                            |           |              
|                                                                                            | Current portion of long-term debt                                                                 |                                            | $         | 131,187      
|                                                                                            | Current portion of capital lease obligations                                                      |                                            |           | 241,380      
|                                                                                            | Short-term borrowings                                                                             |                                            |           | 835,000      
|                                                                                            | Accounts payable                                                                                  |                                            |           | 403,004      
|                                                                                            | Accounts payablerelated party                                                                    |                                            |           | 116,571      
|                                                                                            | Accrued expenses                                                                                  |                                            |           | 216,131      
|                                                                                            | Income taxes payable                                                                              |                                            |           | 191,860      
|                                                                                            |                                                                                                   |                                            |           |              
|                                                                                            |                                                                                                   | Total current liabilities                  |           |              
|Long-term debt, net of current portion                                                      |                                                                                                   |                                            | 919,805   |              
|Capital lease obligations, net of current portion                                           |                                                                                                   |                                            | 509,343   |              
|                                                                                            |                                                                                                   |                                            |           |              
|                                                                                            |                                                                                                   | Total liabilities                          |           |              
|                                                                                            |                                                                                                   |                                            |           |              
|Commitments and contingencies                                                               |                                                                                                   |                                            |           |              
|Shareholders' equity:                                                                       |                                                                                                   |                                            |           |              
|                                                                                            | Common stock, no par value, 24,000,000 shares authorized; 3,234,271 shares issued and outstanding |                                            |           | 4,311,999    
|                                                                                            | Retained earnings                                                                                 |                                            |           | 2,543,529    
|                                                                                            |                                                                                                   |                                            |           |              
|                                                                                            |                                                                                                   | Total shareholders' equity                 |           |              
|                                                                                            |                                                                                                   |                                            |           |              
|                                                                                            |                                                                                                   | Total liabilities and shareholders' equity |           | $            
|                                                                                            |                                                                                                   |                                            |           |              

The
accompanying notes are an integral part of these statements.

2

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R-B RUBBER PRODUCTS, INC.  CONSOLIDATED STATEMENTS OF OPERATIONS

|                                            |                            | Three Months Ended July 31, |          
|------------------------------------------- | -------------------------- | --------------------------- | ---------
|
|
|Sales, net                                  |                            | $                           | 3,443,429
|Cost of sales                               |                            |                             | 2,367,400
|                                            |                            |                             |          
|                                            | Gross profit               |                             |          
|                                            |                            |                             |          
|Operating expenses:                         |                            |                             |          
|                                            | Selling                    |                             |          
|                                            | General and administrative |                             |          
|                                            |                            |                             |          
|                                            |                            |                             | 627,629  
|                                            |                            |                             |          
|Operating income                            |                            |                             | 448,400  
|                                            |                            |                             |          
|Other income (expense):                     |                            |                             |          
|                                            | Interest income            |                             |          
|                                            | Gain on sale of assets     |                             |          
|                                            | Other income (expense)     |                             |          
|                                            | Interest expense           |                             |          
|                                            |                            |                             |          
|                                            | Other expense, net         |                             |          
|                                            |                            |                             |          
|Income before income taxes                  |                            |                             | 409,972  
|Income tax expense                          |                            |                             | (163,804 
|                                            |                            |                             |          
|Net income                                  |                            | $                           | 246,168  
|                                            |                            |                             |          
|Basic net income per share                  |                            | $                           | 0.08     
|                                            |                            |                             |          
|Shares used in basic net income per share   |                            |                             | 3,234,271
|                                            |                            |                             |          
|Diluted net income per share                |                            | $                           | 0.08     
|                                            |                            |                             |          
|Shares used in diluted net income per share |                            |                             | 3,276,251
|                                            |                            |                             |          

The
accompanying notes are an integral part of these statements.

3

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R-B RUBBER PRODUCTS, INC.  CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                      |                                            | Three Months Ended July 31,                                                       |                                           
|------------------------------------- | ------------------------------------------ | --------------------------------------------------------------------------------- | ------------------------------------------
|
|
|Cash flows from operating activities: |                                            |                                                                                   |                                           
|                                      | Net Income                                 |                                                                                   | $                                         
|                                      |                                            | Adjustments to reconcile net income to net cash provided by operating activities: |                                           
|                                      |                                            |                                                                                   | Depreciation and amortization             
|                                      |                                            |                                                                                   | Gain on sale of equipment                 
|                                      |                                            |                                                                                   | Changes in current assets and liabilities:
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|Cash flows from investing activities: |                                            |                                                                                   |                                           
|                                      | Additions to property, plant and equipment |                                                                                   |                                           
|                                      | Proceeds from sale of equipment            |                                                                                   |                                           
|                                      | Other, net                                 |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|Cash flows from financing activities: |                                            |                                                                                   |                                           
|                                      |                                            | Net borrowings under short-term credit facilities                                 |                                           
|                                      |                                            | Payments on long-term debt                                                        |                                           
|                                      |                                            | Payments on capital lease obligations                                             |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|Decrease in cash and cash equivalents |                                            |                                                                                   | (39,309                                   
|Cash and cash equivalents:            |                                            |                                                                                   |                                           
|                                      | Beginning of period                        |                                                                                   |                                           
|                                      |                                            |                                                                                   |                                           
|                                      | End of period                              |                                                                                   | $                                         
|                                      |                                            |                                                                                   |                                           

The
accompanying notes are an integral part of these statements.

4

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R-B RUBBER PRODUCTS, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

Note 1.    Basis of Presentation

The financial information included herein for the three months ended July 31, 2002 and 2001 and the financial information as of July 31, 2002 is
unaudited; however, such information reflects all adjustments consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and cash flows for the interim periods. The interim financial statements should be read in conjunction with the consolidated financial statements and the
notes thereto included in the Company's April 30, 2002 Form 10-KSB. The results of operations for the interim periods presented are not necessarily indicative of the results
to be expected for the full year.

Note 2.    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.

July 31, 2002

April 30, 2002Raw materials

$
118,553

$
120,479Finished goods


1,695,985


1,879,762Other


27,600


27,600$
1,842,138

$
2,027,841


Note 3.    Earnings Per Share

Following is a reconciliation of basic earnings per share ("EPS") and diluted EPS:

|Three Months Ended July 31,             |  | 2002 |         | 2001
|--------------------------------------- |  | ---- | ------- | ----
|
|Basic EPS                               |  |      |         |     
|Income available to Common Shareholders |  | $    | 246,168 |     
|                                        |  |      |         |     
|Diluted EPS                             |  |      |         |     
|Effect of dilutive stock options        |  |      |        |     
|                                        |  |      |         |     
|Income available to Common Shareholders |  | $    | 246,168 |     
|                                        |  |      |         |     

237,121 and 132,240 shares issuable pursuant to stock options have not been included in the above calculations for the three month periods ended July 31,
2002 and 2001, respectively, since they would have been antidilutive.

Note4.    Adoption of SFAS No. 142

On May 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," which
requires that goodwill and intangible assets with indefinite lives, including such assets recorded in past business combinations, no longer be amortized, but instead be tested for impairment by
measuring the reporting unit at fair value with the initial impairment test performed within six months from the beginning of the year in which the standard is adopted. SFAS No. 142 also
requires that the impairment test be performed at least

5

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annually thereafter, with interim testing required if circumstances warrant. Intangible assets with finite lives will continue to be amortized over their useful lives and reviewed for impairment.

The
following table discloses what reported net income would have been in the three month period ended July 31, 2001 exclusive of amortization expense (including any related tax
effects) recognized in that period related to goodwill and other intangible assets that are no longer being amortized.

Three Months Ended
July 31, 2001Net income as reported

$
64,366Add back amortization of goodwill and other intangible assets, net of tax effect of $(2,836)


4,627Adjusted net income

$
68,993Basic net income per share as reported

$
0.02Adjustment for add back of amortization expense, net of tax effect


Adjusted basic net income per share

$
0.02Diluted net income as reported

$
0.02Adjustment for add back of amortization expense, net of tax effect


Adjusted diluted net income per share

$
0.02


Note 5.    Adoption of SFAS No. 144

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," requires the Company to evaluate whether events or
circumstances have occurred that indicate all or a portion of the carrying amount of the Company's long-lived assets may not be recoverable. The recoverability takes into account whether
these assets should be completely or partially written off or the amortization or depreciation period accelerated based on management's estimate of future operating income over the remaining life of
the related asset. If the asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value using estimated
discounted cash flows. The adoption of SFAS No. 144 on May 1, 2002 did not impact the Company's financial position or results of operations.

Note 6.    Subsequent EventAgreement With Dash-Multi Corp, Inc.

On August 13, 2002, the Company announced that it had entered into a definitive agreement and plan of merger (the "Agreement") with its principal
shareholder, Dash-Multi Corp, Inc. ("Dash"), which provides for the acquisition of all common stock of the Company held by shareholders other than Dash for a price of $2.80 net cash
per share. Dash presently owns approximately 70 percent of the outstanding common stock of the Company, or 2,267,146 shares, and other shareholders own approximately 30 percent, or
967,125 shares. The Agreement also provides for payments to holders of outstanding in-the-money options. Closing of the merger is subject to satisfaction or waiver of customary
closing conditions, including shareholder approval.

6

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Item 2.    Management's Discussion and Analysis or Plan of Operation

Forward Looking Statements

This report on Form 10-QSB contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. Many of these statements can be identified by reference to words or phrases of a predictive nature such as "we expect," "should," "plan," "believe," "will," "may" and other words or
phrases of a similar construction. The Company has provided these statements in order to convey to the reader management's expectations about future events and prospects based on information currently
available. However, future events and conditions are inherently difficult to predict, and the actual results we experience will vary from management's expectations to some degree. These variations may
be both material and adverse, and readers are cautioned not to read forward looking-statements as assurances of future performance. A variety of factors may cause material adverse variations from
managements expectations, including, but not limited to, increases in the cost of raw materials; increasing competition; declining markets for our products; the development of new technologies that
render our products or processes obsolete; changes in government regulation; changes in domestic or foreign government policies relating to subsidies and tariffs; product liability issues; changes in
the general economy or in the market sectors into which we sell our products; and various other risks and uncertainties. Some, but not all, of those other risks and uncertainties are described herein;
others are described in our other reports and statements on file with the Securities and Exchange Commission.

Results of Operations

Sales for the three months ended July 31, 2002 (fiscal 2003) were up $831,000, or 31.8 percent, to $3.4 million from $2.6 million for
the three months ended July 31, 2001 (fiscal 2002). The increase related primarily to increased sales of the Company's matting products. Sales of matting products for the first quarter of
fiscal 2003 increased $876,000, or 45.4 percent, to $2.8 million from $1.9 million for the first quarter of fiscal 2002. The increase relates to the addition of new customers
resulting in an increase in square footage sold. Offsetting the increase in sales of mats, were decreases in sales of molded products and ancillary products, which were down $42,000 and $46,000,
respectively. Molded products consist of the Company's line of playground tiles, ballistic tiles, and weight lifting plates. Ancillary products consist of a line of rolled rubber and natural rubber
products that the Company imports for resale to customers. The Company had only incidental sales of rolled rubber products produced on its newly acquired equipment.

Cost
of sales increased $561,000, or 31.1 percent, to $2.4 million (68.8 percent of net sales) for the first quarter of fiscal 2003 from $1.8 million
(69.1 percent of net sales) for the first quarter of fiscal 2002, due primarily to the increase in sales volume. Reduced per unit manufacturing costs related to operating the matting and
processing equipment at near maximum volumes in the first quarter of fiscal 2003 were offset by increased costs related to waste disposal, utilities, rent, and insurance.

The
Company's raw materials include tire chips, buffings and granulated rubber. Tire chips are processed from scrap tires, which are collected and processed at the Company's RB Recycling
facility in Portland, Oregon. The tire chips are then shipped to the McMinnville, Oregon plant for further processing to crumb rubber, which is the main feedstock for the Company's mat manufacturing
process. The Company has increased its consumption of tire chips from 70.6 percent of total raw materials during the quarter ended July 31, 2001 to 73.7 percent during the quarter
ended July 31, 2002.

Selling
expense increased $5,000, or 1.6 percent, to $288,000 (8.4 percent of net sales) for the first quarter of fiscal 2003 from $284,000 (10.9 percent of net
sales) for the first quarter of fiscal 2002. Higher salaries and commissions were partially offset by reduced travel expenses.

7

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General
and administrative expenses decreased $27,000, or 7.4%, to $339,000 (9.9 percent of net sales) for the first quarter of fiscal 2003 from $366,000 (14.0 percent of
net sales). The reduction related primarily to reduced salaries and travel expenses. Reductions in these expenses were partially offset by increased insurance expense and increases in professional
fees.

Income
tax expense of $164,000 has been accrued at a rate of 40.0 percent in the first quarter of fiscal 2003 compared to $40,000, or a rate of 38.3 percent, for the first
quarter of fiscal 2002 based on the estimated effective tax rates.

Net
income of $246,000 (7.1 percent of net sales) in the first quarter of fiscal 2003 was up $182,000, or 282.5 percent, over net income of $64,000 (2.5 percent of
net sales) in the first quarter of fiscal 2002. This increase is primarily due to the higher sales volume and lower cost of sales as a percentage of net sales as discussed above.

Liquidity and Capital Resources

At July 31, 2002, working capital was $2.3 million or $280,000 more than working capital of $2.0 million at April 30, 2002.

Cash
and cash equivalents decreased $39,000 to $508,000 at July 31, 2002 compared to $547,000 at April 30, 2002. This decrease is the result of $110,000 used for additions
to property and equipment and $101,000 used for payments on long-term debt and capital leases, offset by $162,000 provided by operations.

Accounts
receivable increased $251,000, or 17.6 percent, to $1.7 million at July 31, 2002 from $1.4 million at April 30, 2002 due primarily to
increased sales volume.

Inventories
decreased $186,000, or 9.2 percent, to $1.8 million at July 31, 2002 from $2.0 million at April 30, 2002. The reduction is primarily due to
increased sales of the Company's primary product, the 3/4" equine mat, and the phase-out of rolled rubber product purchased for resale. As the Company develops it own
capacity for producing rolled rubber matting, it will continue to phase out its inventory of purchased ancillary products.

Prepaid
expenses increased $168,000 to $303,000 at July 31, 2002 from $135,000 at April 30, 2002 due to the payment of annual insurance premiums.

Accounts
payable decreased $167,000 to $403,000 at July 31, 2002 from $570,000 at April 30, 2002 due to the timing of expenditures.

Capital
expenditures of $110,000 in the first quarter of fiscal 2003 related primarily to the completion of the Company's addition of a line of equipment to produce rolled rubber
products. Rolled rubber products are produced by scything rubber sheets from cylindrical logs of pressed rubber. The Company will produce sheets ranging in thickness from 2 mm to 12 mm and lengths
from 2 feet to several hundred feet. The cost of the project to date totals more than $1.2 million.

At
July 31, 2002, the Company had a $1,000,000 operating line of credit, which bears interest at prime, 4.75 percent at July 31, 2002, and expires October 1,
2002. The Company had an outstanding balance of $335,000 under this line of credit at July 31, 2002. The Company also has a $500,000 term loan, which also bears interest at prime. The term loan
is paid interest only on a monthly basis with the principal due on September 20, 2002. At July 31, 2002, the Company had $500,000 outstanding under this loan. These
short-term loans are secured by accounts receivable and inventories. The Company plans to extend the expiration dates of these loans while it contemplates various alternatives relating to
the
refinancing of the $835,000 currently outstanding on these facilities, which was used to purchase new equipment, and management believes various suitable alternatives will be available.

8

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New Accounting Pronouncements

See Notes 4 and 5 for a discussion of the adoption of SFAS No. 142 and SFAS No. 144, respectively.

In
June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the Company to record the fair value of an asset
retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from acquisition,
construction, development and/or normal use of assets. The Company also records a corresponding asset which is depreciated over the life of the asset. Subsequent to the initial measurement of the
asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The
Company is required to adopt SFAS No. 143 on May 1, 2003. The Company does not believe the adoption of SFAS No. 143 will have a material effect on its financial position or
results of operations.

In
July 2002, the FASB approved SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses the financial accounting and
reporting for obligations associated with an exit activity, including restructuring, or with a disposal of long-lived assets. Exit activities include, but are not limited to, eliminating
or reducing product lines, terminating employees and contracts and relocating plant facilities or personnel. SFAS No. 146 specifies that a company will record a liability for a cost associated
with an exit or disposal activity only when that liability is incurred and can be measured at fair value. Therefore, commitment to an exit plan or a plan of disposal expresses only management's
intended future actions and, therefore, does not meet the requirement for recognizing a liability and related expense. SFAS No. 146 is effective prospectively for exit plan or disposal
activities initiated after December 31, 2002, with earlier adoption encouraged. The Company does not anticipate that the adoption of SFAS No. 146 will have a material effect on its
financial position or results of operations.

Critical Accounting Policies and Estimates

The Company reaffirms the critical accounting policies and the use of estimates as reported in the Company's Form 10-KSB for the year ended
April 30, 2002.

9

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PART IIOTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

(a)  Exhibits

None

(b)  Reports on Form 8-K

The Company filed one report on Form 8-K dated June 25, 2002 and filed June 26, 2002 pursuant to Item 2, Acquisition or
Disposition of Assets, Item 4, Changes in Registrant's Certifying Accountants and Item 5, Other Events.

In
addition, the Company filed one report on Form 8-K/A dated and filed July 12, 2002 pursuant to Item 4, Changes in Registrant's Certifying Accountants.

Finally,
the Company filed a report on form 8-K dated August 13, 2002 and filed August 20, 2002 pursuant to Item 5, Other Events.

10

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|Date: September 12, 2002 |  | R-B RUBBER PRODUCTS, INC. |  |                                                                                                       
|------------------------ |  | ------------------------- |  | ------------------------------------------------------------------------------------------------------
|                         |  | By:                       |  | /s/GREGORY J. DIVISGregory J. Divis
Director and President
(Principal Executive Officer)              
|                         |  | By:                       |  | /s/DONALD OVERTURFDonald Overturf
Chief Financial Officer
(Principal Financial and Accounting Officer)

11

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CERTIFICATION PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of R-B Rubber Products, Inc. (the "Company") on Form 10-QSB for the quarter ended
July 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory J. Divis, Director and President of the Company, certify, pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



|/s/GREGORY J. DIVISGregory J. Divis
Director and President
R-B Rubber Products, Inc.
September 12, 2002
|-------------------------------------------------------------------------------------------------------

12

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CERTIFICATION PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of R-B Rubber Products, Inc. (the "Company") on Form 10-QSB for the quarter ended
July 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald Overturf, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



|/s/DONALD OVERTURFDonald Overturf
Chief Financial Officer
R-B Rubber Products, Inc.
September 12, 2002
|------------------------------------------------------------------------------------------------------

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