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

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FORM 10-QSB

(Mark One)

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

For the Quarterly Period Ended January 31, 2001

OR

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

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(State or other jurisdiction of incorporation or organization)

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

97128(Zip Code)


Issuer's telephone number, including area code:503-472-4691

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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 /x/  No / /

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(Class)

2,697,134(Outstanding at February 20, 2001)


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

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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January 31, 2001 and April 30, 2000                             |  | 2   
|                             |  | Consolidated Statements of OperationsThree and Nine Months Ended January 31, 2001 and 2000 |  | 3   
|                             |  | Consolidated Statements of Cash FlowsNine Months Ended January 31, 2001 and 2000           |  | 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                                                                                         

1

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PART IFINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

R-B RUBBER PRODUCTS, INC.    CONSOLIDATED BALANCE SHEETS  (Unaudited)

|                                                                                            |                                                                                                                 | January 31,
2001                           |           | April 30,
2000
|------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | --------------
|ASSETS                                                                                     
|Current assets:                                                                             |                                                                                                                 |                                            |           |               
|                                                                                            | Cash and cash equivalents                                                                                       |                                            | $         | 569,048       
|                                                                                            | Accounts receivable, net of allowance of $43,931 and $51,336                                                    |                                            |           | 1,289,740     
|                                                                                            | Inventories, net                                                                                                |                                            |           | 1,552,496     
|                                                                                            | Prepaid expenses and other                                                                                      |                                            |           | 392,656       
|                                                                                            | Deferred tax asset                                                                                              |                                            |           | 38,000        
|                                                                                            |                                                                                                                 |                                            |           |               
|                                                                                            |                                                                                                                 | Total current assets                       |           |               
|Property, plant and equipment, net of accumulated depreciation of $3,827,330 and $3,160,401 |                                                                                                                 |                                            | 4,991,232 |               
|Deferred tax asset                                                                          |                                                                                                                 |                                            | 17,000    |               
|Other assets, net of accumulated amortization of $72,350 and $49,960                        |                                                                                                                 |                                            | 447,075   |               
|                                                                                            |                                                                                                                 |                                            |           |               
|                                                                                            |                                                                                                                 | Total assets                               |           | $             
|                                                                                            |                                                                                                                 |                                            |           |               
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                       
|Current liabilities:                                                                        |                                                                                                                 |                                            |           |               
|                                                                                            | Current portion of long-term debt                                                                               |                                            | $         | 114,976       
|                                                                                            | Current portion of capital lease obligations                                                                    |                                            |           | 238,516       
|                                                                                            | Accounts payable                                                                                                |                                            |           | 467,507       
|                                                                                            | Accrued expenses                                                                                                |                                            |           | 295,768       
|                                                                                            | Income taxes payable                                                                                            |                                            |           | 259,085       
|                                                                                            |                                                                                                                 |                                            |           |               
|                                                                                            |                                                                                                                 | Total current liabilities                  |           |               
|Long-term debt, net of current portion                                                      |                                                                                                                 |                                            | 1,117,446 |               
|Capital lease obligations, net of current portion                                           |                                                                                                                 |                                            | 898,856   |               
|                                                                                            |                                                                                                                 |                                            |           |               
|                                                                                            |                                                                                                                 | Total liabilities                          |           |               
|                                                                                            |                                                                                                                 |                                            |           |               
|Commitments and contingencies                                                               |                                                                                                                 |                                            |           |               
|Shareholders' equity:                                                                       |                                                                                                                 |                                            |           |               
|                                                                                            | Common stock, no par value, 20,000,000 shares authorized; 2,697,134 and 2,687,139 shares issued and outstanding |                                            |           | 4,311,999     
|                                                                                            | Retained earnings                                                                                               |                                            |           | 1,593,094     
|                                                                                            |                                                                                                                 |                                            |           |               
|                                                                                            |                                                                                                                 | 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  (Unaudited)

|                                            |                                        | Three Month Ended
January 31, |           | Nine Months Ended
January 31, |  
|------------------------------------------- | -------------------------------------- | ----------------------------- | --------- | ----------------------------- | -
|
|Sales, net                                  |                                        | $                             | 2,812,349 |                               | $
|Cost of sales                               |                                        |                               | 2,000,554 |                               |  
|                                            |                                        |                               |           |                               |  
|                                            | Gross profit                           |                               |           | 811,795                       |  
|                                            |                                        |                               |           |                               |  
|Operating expenses:                         |                                        |                               |           |                               |  
|                                            | Selling                                |                               |           | 224,364                       |  
|                                            | General and administrative             |                               |           | 408,167                       |  
|                                            | Loss on impairment of long-term assets |                               |           |                              |  
|                                            |                                        |                               |           |                               |  
|                                            |                                        |                               | 632,531   |                               |  
|                                            |                                        |                               |           |                               |  
|Operating income                            |                                        |                               | 179,264   |                               |  
|                                            |                                        |                               |           |                               |  
|Other income (expense):                     |                                        |                               |           |                               |  
|                                            | Interest income                        |                               |           | 16,414                        |  
|                                            | Interest expense                       |                               |           | (55,536                       | )
|                                            | Loss on disposal of equipment          |                               |           |                              |  
|                                            | Other income (expense), net            |                               |           | (2,897                        | )
|                                            |                                        |                               |           |                               |  
|                                            |                                        |                               | (42,019   | )                             |  
|                                            |                                        |                               |           |                               |  
|Income before income taxes                  |                                        |                               | 137,245   |                               |  
|Income tax expense                          |                                        |                               | (47,718   | )                             |  
|                                            |                                        |                               |           |                               |  
|Net income                                  |                                        | $                             | 89,527    |                               | $
|                                            |                                        |                               |           |                               |  
|Basic net income per share                  |                                        | $                             | 0.03      |                               | $
|                                            |                                        |                               |           |                               |  
|Shares used in basic net income per share   |                                        |                               | 2,697,134 |                               |  
|                                            |                                        |                               |           |                               |  
|Diluted net income per share                |                                        | $                             | 0.03      |                               | $
|                                            |                                        |                               |           |                               |  
|Shares used in diluted net income per share |                                        |                               | 2,783,723 |                               |  
|                                            |                                        |                               |           |                               |  

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  (Unaudited)

|                                                 |                                                                                         | Nine Months Ended
January 31,              |                           
|------------------------------------------------ | --------------------------------------------------------------------------------------- | ------------------------------------------ | --------------------------
|
|Cash flows from operating activities:            |                                                                                         |                                            |                           
|                                                 | Net Income                                                                              |                                            | $                         
|                                                 | Adjustments to reconcile net income to net cash flows provided by operating activities: |                                            |                           
|                                                 |                                                                                         | Depreciation and amortization              |                           
|                                                 |                                                                                         | Loss on disposal of equipment              |                           
|                                                 |                                                                                         | Loss on impairment of long-term assets     |                           
|                                                 |                                                                                         | Deferred income taxes                      |                           
|                                                 |                                                                                         | Changes in current assets and liabilities: |                           
|                                                 |                                                                                         |                                            | Accounts receivable, net  
|                                                 |                                                                                         |                                            | Inventories, net          
|                                                 |                                                                                         |                                            | Prepaid expenses and other
|                                                 |                                                                                         |                                            | Accounts payable          
|                                                 |                                                                                         |                                            | Accrued expenses          
|                                                 |                                                                                         |                                            | Income taxes payable      
|                                                 |                                                                                         |                                            |                           
|                                                 |                                                                                         |                                            |                           
|                                                 |                                                                                         |                                            |                           
|Cash flows from investing activities:            |                                                                                         |                                            |                           
|                                                 | Additions to property, plant and equipment                                              |                                            |                           
|                                                 | Other, net                                                                              |                                            |                           
|                                                 |                                                                                         |                                            |                           
|                                                 |                                                                                         |                                            |                           
|                                                 |                                                                                         |                                            |                           
|Cash flows from financing activities:            |                                                                                         |                                            |                           
|                                                 | Net payments under short-term line of credit                                            |                                            |                           
|                                                 | Proceeds from exercise of common stock options                                          |                                            |                           
|                                                 | Payments on long-term debt                                                              |                                            |                           
|                                                 | Payments on capital lease obligations                                                   |                                            |                           
|                                                 | Proceeds from sale/leaseback transaction                                                |                                            |                           
|                                                 |                                                                                         |                                            |                           
|                                                 |                                                                                         |                                            |                           
|                                                 |                                                                                         |                                            |                           
|(Decrease) Increase in cash and cash equivalents |                                                                                         |                                            | (871,568                  
|Cash and cash equivalents:                       |                                                                                         |                                            |                           
|                                                 | Beginning of period                                                                     |                                            |                           
|                                                 |                                                                                         |                                            |                           
|                                                 | End of period                                                                           |                                            | $                         
|                                                 |                                                                                         |                                            |                           

The
accompanying notes are an integral part of these statements.

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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 and nine months ended January 31, 2001 and 2000 and the financial information as of
January 31, 2001 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, 2000 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.

January 31, 2001

April 30, 2000Raw materials

$
103,077

$
119,602Finished goods


1,421,819


1,048,084Other


27,600


28,956$
1,552,496

$
1,196,642


Note 3. Line of Credit

In July 2000, the Company amended its $1,000,000 operating line of credit to extend the expiration date to August 1, 2001. The line of credit
bears interest at its lender's prime rate, which was 9.0 percent at January 31, 2001. The Company had no outstanding balance under this line of credit at January 31, 2001. Under
terms of this line of credit agreement, the Company is required to maintain certain financial covenants. At January 31, 2001, the Company was in compliance with all of its covenants.

Note 4. Earnings Per Share

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

|Three Months Ended January 31,          |  | 2001 |        | 2000
|--------------------------------------- |  | ---- | ------ | ----
|
|Basic EPS                               |  |      |        |     
|Income available to Common Shareholders |  | $    | 89,527 |     
|Diluted EPS                             |  |      |        |     
|Effect of dilutive stock options        |  |      |       |     
|                                        |  |      |        |     
|Income available to Common Shareholders |  | $    | 89,527 |     
|                                        |  |      |        |     

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110,200
and 192,800 shares issuable pursuant to stock options and warrants have not been included in the above calculations for the three months ended January 31, 2001 and
2000, respectively, since they would have been antidilutive.

|Nine Months Ended January 31,           |  | 2001 |         | 2000
|--------------------------------------- |  | ---- | ------- | ----
|
|Basic EPS                               |  |      |         |     
|Income available to Common Shareholders |  | $    | 376,276 |     
|Diluted EPS                             |  |      |         |     
|Effect of dilutive stock options        |  |      |        |     
|                                        |  |      |         |     
|Income available to Common Shareholders |  | $    | 376,276 |     
|                                        |  |      |         |     

110,200
and 192,800 shares issuable pursuant to stock options and warrants have not been included in the above calculations for the six months ended January 31, 2001 and 2000,
respectively since they would have been antidilutive.

Note 5. 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 inter-company sales of $106,422 and $102,877 for the three months ended January 31, 2001 and 2000, respectively. RB Recycling had
inter-company sales of $368,444 and $319,798 for the nine months
ended January 31, 2001 and 2000, respectively; the other segments did not have any inter-company sales in either of the nine-month periods.

|Quarter ended January 31, 2001 |  | Matting |           | Molded |   | RB Recycling |   | Total
|------------------------------ |  | ------- | --------- | ------ | - | ------------ | - | -----
|Sales, net                     |  | $       | 2,530,515 |        | $ | 66,392       |   | $    
|Depreciation and amortization  |  |         | 177,555   |        |   | 30,472       |   |      
|Income (loss) before taxes     |  |         | 274,733   |        |   | (34,377      | ) |      

|Quarter ended January 31, 2000 |  | Matting |           | Molded |   | RB Recycling |   | Total
|------------------------------ |  | ------- | --------- | ------ | - | ------------ | - | -----
|Sales, net                     |  | $       | 2,546,118 |        | $ | 115,154      |   | $    
|Depreciation and amortization  |  |         | 238,214   |        |   | 24,565       |   |      
|Income (loss) before taxes     |  |         | 312,108   |        |   | (62,866      | ) |      

|Nine months ended Janary 31, 2001 |  | Matting |           | Molded |   | RB Recycling |   | Total
|--------------------------------- |  | ------- | --------- | ------ | - | ------------ | - | -----
|Sales, net                        |  | $       | 7,002,930 |        | $ | 430,642      |   | $    
|Depreciation and amortization     |  |         | 557,690   |        |   | 88,169       |   |      
|Income (loss) before taxes        |  |         | 887,893   |        |   | (55,173      | ) |      

|Nine months ended January 31, 2000 |  | Matting |           | Molded |   | RB Recycling |   | Total
|---------------------------------- |  | ------- | --------- | ------ | - | ------------ | - | -----
|Sales, net                         |  | $       | 7,018,158 |        | $ | 414,306      |   | $    
|Depreciation and amortization      |  |         | 667,438   |        |   | 73,512       |   |      
|Income (loss) before taxes         |  |         | 620,918   |        |   | (90,736      | ) |      
|January 31, 2001                   |  |         |           |        |   |              |   |      
|Total assets                       |  | $       | 7,802,492 |        | $ | 1,007,079    |   | $    

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

Forward Looking Statements

This Quarterly Report on Form 10-QSB, 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. Accordingly, there can be no assurance that the Company's revenues or gross margins will conform to management's expectations. In
addition, there are other factors that could cause actual results to differ materially, including competitive pressures, increased demand for 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, including, but not limited to, the report on
Form 10-KSB for the four month transition period ended April 30, 2000. The Company cautions the reader that these forward looking statements, such as the statements
concerning new product introductions, future tire chip processing and mat making capabilities and the ability to obtain and utilize lower cost raw materials, are only predictions and are not
statements of historical fact.

Results of Operations

Sales for the quarter ended January 2001 were down 2.2%, or $64,000, to $2,812,000 from $2,876,000 in the prior year. Sales in the nine months ended
January 31, 2001 are down, $113,000, or 1.4%, to $8,081,000 from $8,194,000 in the comparable period of the prior year. In the early part of the year, the Company experienced a reduction in
sales from a major customer which had totaled $500,000 annually. Increased marketing efforts have enabled the Company to replace the majority of these sales.

Gross
profit decreased to $812,000 (28.9 percent of net sales) for the quarter ended January 31, 2001 compared with $1,137,000 (39.6 percent of net sales) for the
quarter ended January 31, 2000. The decrease resulted from higher operating costs in the Company's recycling division. Mechanical difficulties combined with increased repairs and improvements
to the equipment resulted in higher operating costs. Combined with these costs, unit cost of production at the Company's matting division
were up due to slower production levels. Production levels were reduced in response to increasing inventory levels.

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. These tire chips are then shipped to the McMinnville plant for further processing into crumb rubber, which is the main feedstock for the Company's mat
manufacturing process. Buffings and granulated rubber are purchased from outside vendors at a higher cost than processed tire chips. With improvements made to the Company's tire chip processing and
mat manufacturing plant in McMinnville, the Company has increased its consumption of tire chips. As a result, pounds of tire chips utilized from the Portland facility increased from
44.6 percent of total raw materials during the quarter ended January 31, 2000 to 58.5 percent during the quarter ended January 31, 2001.

Gross
profit for the nine months ended January 31, 2001 was down $391,000, or 12.8%, to $2,654,000 from $3,045,000 for the nine months ended January 31, 2000. Increased
costs associated with the reduction in operating levels in the matting and molding divisions have combined with the increased cost of operation in the recycling division to account for the reduction.

Selling
expenses increased 12.6 percent and 13.0 percent to $224,000 (8.0 percent of net sales) and $721,000 (8.9 percent of net sales), respectively, for
the quarter and nine-month periods ended January 31, 2001, compared to $199,000 (6.9 percent of net sales) and $638,000 (7.8 percent of net sales), respectively, for
the comparable periods of 2000. The increases are a result of increased

7

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marketing and advertising expenses, which resulted from the Company's ongoing plan to continue to diversify its product base by aggressively promoting newly introduced products.

General
and administrative expenses increased 4.6 percent and 11.4 percent to $408,000 (14.5 percent of net sales) and $1,223,000 (15.1 percent of net
sales), respectively, for the quarter and nine-month periods ended January 31, 2001, respectively, from $390,000 (13.6 percent of net sales) and $1,098,000
(13.4 percent of net sales), respectively, for the comparable periods of 2000. These increases were primarily a result of increased management fees paid to Dash Multi-Corp, which is
an affiliate of the Company. In April 2000, the Board of Directors increased the monthly management fee paid to Dash Multi-Corp from $6,000 to $25,000 beginning May 1, 2000.
This increase was in recognition of the increased participation by Dash Multi-Corp personnel and strategic direction provided by Dash Multi-Corp.

During
the quarter ended October 31, 1999, the Company recorded a loss on impairment of long-term assets in the amount of $136,000 related to certain business
opportunities that the Company chose to no longer pursue. In addition, during the second and third quarters of fiscal 2000, the Company recorded a loss on disposal of equipment in the amount of
$151,000 related to the removal and replacement of two old crumb rubber processing mills.

Income
tax expense was recorded at an effective rate of 38.1 percent for the nine months ended January 31, 2001 compared to 37.7 percent in the comparable period
of 2000.

Net
income decreased to $90,000 (3.2 percent of net sales) for the quarter ended January 31, 2001 from $310,000 (10.8 percent of net sales) for the quarter ended
January 31, 2000. Net income decreased to $376,000 (4.7 percent of sales) for the nine months ended January 31, 2001 from $534,000 (6.5 percent of sales) in the comparable
period of the prior year. The decreases in net income in the fiscal 2001 periods are primarily a result changes to the individual components of net income discussed above.

Liquidity and Capital Resources

At January 31, 2001 working capital was $2,466,000 including $569,000 in cash and cash equivalents, $1,290,000 in accounts receivable and $1,552,000 in
inventory. In the nine-month period ended January 31, 2001, working capital increased by $277,000 and the current ratio increased to 2.79:1 at January 31, 2001 from 2.60:1 at
April 30, 2000.

Cash
and cash equivalents decreased $872,000 to $569,000 at January 31, 2001 from $1,441,000 at April 30, 2000. This decrease is a result of $104,000 used in operations,
$253,000 in net payments on short-term and long-term borrowings, including capital lease obligations, and $570,000 for the purchase of equipment.

Accounts
receivable increased $491,000 to $1,290,000 at January 31, 2001 compared to $799,000 at April 30, 2000, primarily as a result of increased sales in
January 2001 compared with April 2000. Day's sales outstanding increased to 45 days at January 31, 2001 compared to 29 days at April 30, 2000.

Inventories
increased $355,000 to $1,552,000 at January 31, 2001 from $1,197,000 at April 30, 2000 as a result of increased production of matting products during the
nine-months ended January 31, 2001. Inventory turns slowed to an annualized 4.7 times at January 31, 2001 compared to 8.6 times at April 30, 2000.

Prepaid
expenses and other assets increased $312,000 to $392,000 at January 31, 2001 from $80,000 at April 30, 2000 primarily as a result of payment of income taxes and
insurance premiums in advance of their expense recognition.

Accounts
payable and accrued expenses decreased $217,000 to $763,000 at January 31, 2001 from $980,000 at April 30, 2000 primarily as a result of timing of payments
made.

8

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Capital expenditures of $570,000 during the nine-month period ended January 31, 2001 resulted from the addition of equipment to further automate production and
handling of tire chips and matting products as well as improvements to the Company's crumb rubber processing facility to help increase tire chip utilization.

At
January 31, 2001, the Company had a $1,000,000 operating line of credit, which bears interest at its lender's prime rate then in effect, 9.0 percent at
January 31, 2001. The line of credit expires August 1, 2001. The Company had no outstanding balance under this line of credit at January 31, 2000. Under terms of this line of
credit agreement, the Company is required to maintain certain financial covenants. At January 31, 2001, the Company was in compliance with all of its covenants.

New Accounting Pronouncements

In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activitiesan amendment of FASB Statement No. 133" ("SFAS 138"). 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 and 138 establish accounting and reporting standards for all derivative instruments. SFAS 137 and 138 are 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 and 138 to have a material
impact on its financial position or results of operations.

In
December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"). SAB 101 summarized certain areas of the SEC Staff's views
in applying generally accepted accounting principles to revenue recognition in financial statements. In June 2000, SAB 101B was issued which defers the implementation date of SAB 101 until
February 1, 2001. The Company does not expect that SAB 101 will have a material impact on its financial condition or results of operations.

9

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PART IIOTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Exhibit No.

The
Company did not file any reports of Form 8-K during the quarter ended January 31, 2001.

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: March 16, 2001 |  | R-B RUBBER PRODUCTS, INC.
|-------------------- |  | -------------------------
|                     |  | By:                      
|                     |  | By:                      

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