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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)

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

For the quarterly period ended October 31, 2001

OR

|/ / | 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(State or other jurisdiction of incorporation
or organization)

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

97128(Zip Code)


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

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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)

3,234,271(Outstanding at November 30, 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October 31, 2001 and April 30, 2001                                   |  | 2   
|                             |  | Consolidated Statements of OperationsThree Months and Six Months Ended October 31, 2001 and 2000 |  | 3   
|                             |  | Consolidated Statements of Cash FlowsSix Months Ended October 31, 2001 and 2000                  |  | 4   
|                             |  | Notes to Consolidated Financial Statements                                                        |  | 5   
|Item 2.                      |  | Management's Discussion and Analysis or Plan of Operation                                         |  | 8   
|PART IIOTHER INFORMATION    |  |                                                                                                  
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                               |  | 12  
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                                  |  | 12  
|Signatures                   |  | 13                                                                                               

1

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R-B RUBBER PRODUCTS, INC.  CONSOLIDATED BALANCE SHEETS

|                                                                                            |                                                                                                   | October 31,
2001                           |           | April 30,
2001
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | --------------
|
|ASSETS                                                                                     
|Current assets:                                                                             |                                                                                                   |                                            |           |               
|                                                                                            | Cash and cash equivalents                                                                         |                                            | $         | 100,473       
|                                                                                            | Accounts receivable, net of allowance of $97,980 and $38,105                                      |                                            |           | 1,641,028     
|                                                                                            | Inventories, net                                                                                  |                                            |           | 1,630,585     
|                                                                                            | Prepaid expenses and other                                                                        |                                            |           | 262,359       
|                                                                                            | Deferred tax asset                                                                                |                                            |           | 62,000        
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total current assets                       |           |               
|Property, plant and equipment, net of accumulated depreciation of $4,523,988 and $4,051,446 |                                                                                                   |                                            | 5,578,691 |               
|Other assets                                                                                |                                                                                                   |                                            | 428,704   |               
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total assets                               |           | $             
|                                                                                            |                                                                                                   |                                            |           |               
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                       
|Current liabilities:                                                                        |                                                                                                   |                                            |           |               
|                                                                                            | Current portion of long-term debt                                                                 |                                            | $         | 123,756       
|                                                                                            | Current portion of capital lease obligations                                                      |                                            |           | 271,706       
|                                                                                            | Short-term borrowings                                                                             |                                            |           | 585,000       
|                                                                                            | Accounts payable                                                                                  |                                            |           | 334,300       
|                                                                                            | Accounts payablerelated party                                                                    |                                            |           | 52,125        
|                                                                                            | Accrued expenses                                                                                  |                                            |           | 252,396       
|                                                                                            | Income taxes payable                                                                              |                                            |           | 106,091       
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total current liabilities                  |           |               
|Long-term debt, net of current portion                                                      |                                                                                                   |                                            | 1,022,334 |               
|Capital lease obligations, net of current portion                                           |                                                                                                   |                                            | 679,696   |               
|Deferred income taxes                                                                       |                                                                                                   |                                            | 37,000    |               
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | 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                                                                                 |                                            |           | 1,927,437     
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | 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 October 31, |           | Six Months Ended October 31, |  
|------------------------------------------- | -------------------------- | ------------------------------ | --------- | ---------------------------- | -
|
|
|Sales, net                                  |                            | $                              | 3,595,496 |                              | $
|Cost of sales                               |                            |                                | 2,471,648 |                              |  
|                                            |                            |                                |           |                              |  
|                                            | Gross profit               |                                |           | 1,123,848                    |  
|                                            |                            |                                |           |                              |  
|Operating expenses:                         |                            |                                |           |                              |  
|                                            | Selling                    |                                |           | 303,245                      |  
|                                            | General and administrative |                                |           | 466,135                      |  
|                                            |                            |                                |           |                              |  
|                                            |                            |                                | 769,380   |                              |  
|                                            |                            |                                |           |                              |  
|Operating income                            |                            |                                | 354,468   |                              |  
|                                            |                            |                                |           |                              |  
|Other income (expense):                     |                            |                                |           |                              |  
|                                            | Interest income            |                                |           | 4,029                        |  
|                                            | Other Income               |                                |           | 574                          |  
|                                            | Interest expense           |                                |           | (58,264                      | )
|                                            |                            |                                |           |                              |  
|                                            | Other expense, net         |                                |           | (53,661                      | )
|                                            |                            |                                |           |                              |  
|Income before income taxes                  |                            |                                | 300,807   |                              |  
|Income tax expense                          |                            |                                | (89,673   | )                            |  
|                                            |                            |                                |           |                              |  
|Net income                                  |                            | $                              | 211,134   |                              | $
|                                            |                            |                                |           |                              |  
|Basic net income per share                  |                            | $                              | 0.07      |                              | $
|                                            |                            |                                |           |                              |  
|Shares used in basic net income per share   |                            |                                | 3,234,271 |                              |  
|                                            |                            |                                |           |                              |  
|Diluted net income per share                |                            | $                              | 0.06      |                              | $
|                                            |                            |                                |           |                              |  
|Shares used in diluted net income per share |                            |                                | 3,283,019 |                              |  
|                                            |                            |                                |           |                              |  

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

|                                      |                                                                                   | Six Months Ended October 31,               |                           
|------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------ | --------------------------
|
|
|Cash flows from operating activities: |                                                                                   |                                            |                           
|                                      | Net Income                                                                        |                                            | $                         
|                                      | Adjustments to reconcile net income to net cash provided by operating activities: |                                            |                           
|                                      |                                                                                   | Depreciation and amortization              |                           
|                                      |                                                                                   | 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 borrowings under short-term credit facilities                                 |                                            |                           
|                                      | Payments on long-term debt                                                        |                                            |                           
|                                      | Payments on capital lease obligations                                             |                                            |                           
|                                      |                                                                                   |                                            |                           
|                                      |                                                                                   |                                            |                           
|                                      |                                                                                   |                                            |                           
|Decrease in cash and cash equivalents |                                                                                   |                                            | (498,710                  
|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 and six months ended October 31, 2001 and 2000 and the financial information as of
October 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, 2001 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.

October 31, 2001

April 30, 2001Raw materials

$
98,650

$
130,969Finished goods


1,504,335


1,361,576Other


27,600


27,600$
1,630,585

$
1,520,145


Note 3. Line of Credit and Short-term Loan

In September 2001, the Company amended its $1,000,000 operating line of credit to extend the expiration date to October 1, 2002. The line of
credit bears interest at its lender's prime rate, which was 5.5 percent at October 31, 2001. The Company had $85,000 outstanding under this line of credit at October 31, 2001. In
conjunction with the amendment of the line of credit, the Company converted $500,000 of the outstanding credit line balance into a $500,000 term loan. The term loan bears interest at the lenders prime
rate, which was 5.5 percent at October 31, 2001. The term loan is paid interest only on a monthly basis with the principal due on September 20, 2002. At October 31, 2001,
the Company had $500,000 outstanding under this loan. Under terms of this line of credit agreement and the term loan, the Company is required to maintain certain financial covenants. At
October 31, 2001, the Company was in compliance with all of its covenants. These short-term loans are collateralized by accounts receivable and inventories.

5

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Note 4. Earnings Per Share

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

|Three Months Ended October 31,          |  | 2001 |         | 2000
|--------------------------------------- |  | ---- | ------- | ----
|
|Basic EPS                               |  |      |         |     
|Income available to Common Shareholders |  | $    | 211,134 |     
|                                        |  |      |         |     
|Diluted EPS                             |  |      |         |     
|Effect of dilutive stock options        |  |      |        |     
|                                        |  |      |         |     
|Income available to Common Shareholders |  | $    | 211,134 |     
|                                        |  |      |         |     

237,120
shares issuable pursuant to stock options have not been included in the above calculations for the three months ended October 31, 2001 and 2000, since they would have
been antidilutive.

|Six Months Ended October 31,            |  | 2001 |         | 2000
|--------------------------------------- |  | ---- | ------- | ----
|
|Basic EPS                               |  |      |         |     
|Income available to Common Shareholders |  | $    | 275,500 |     
|                                        |  |      |         |     
|Diluted EPS                             |  |      |         |     
|Effect of dilutive stock options        |  |      |        |     
|                                        |  |      |         |     
|Income available to Common Shareholders |  | $    | 275,500 |     
|                                        |  |      |         |     

234,240
shares issuable pursuant to stock options have not been included in the above calculations for the six months ended October 31, 2001 and 2000, since they would have
been antidilutive.

Note 5. Segment Reporting

The Company has determined that it currently operates in two segments, manufactured products in McMinnville, and tire recovery and processing at RB
Recycling, Inc. ("RB Recycling"). RB Recycling had inter-company sales of $292,436 and $133,416 for the three months ended October 31, 2001 and

6

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2000, respectively. RB Recycling had inter-company sales of $525,891 and $262,022 for the six months ended October 31, 2001 and 2000, respectively.

|Quarter ended October 31, 2001    |  | RB Rubber |            | RB Recycling |   | Elimination |   | Total
|--------------------------------- |  | --------- | ---------- | ------------ | - | ----------- | - | -----
|Sales, net                        |  | $         | 3,262,407  |              | $ | 625,525     |   | ($   
|Depreciation and amortization     |  |           | 215,589    |              |   | 34,593      |   |      
|Income before taxes               |  |           | 198,028    |              |   | 102,779     |   |      
|Quarter ended October 31, 2000    |  | RB Rubber |            | RB Recycling |   | Elimination |   | Total
|Sales, net                        |  | $         | 2,690,486  |              | $ | 341,478     |   | ($   
|Depreciation and amortization     |  |           | 237,112    |              |   | 7,902       |   |      
|Income (loss) before taxes        |  |           | 438,631    |              |   | (194,343    | ) |      
|Six Months ended October 31, 2001 |  | RB Rubber |            | RB Recycling |   | Elimination |   | Total
|Sales, net                        |  | $         | 5,891,885  |              | $ | 1,138,134   |   | ($   
|Depreciation and amortization     |  |           | 433,867    |              |   | 55,314      |   |      
|Income before taxes               |  |           | 267,258    |              |   | 137,889     |   |      
|
|Total assets                      |  | $         | 10,381,255 |              | $ | 902,525     |   | ($   
|Six Months ended October 31, 2000 |  | RB Rubber |            | RB Recycling |   | Elimination |   | Total
|Sales, net                        |  | $         | 5,075,042  |              | $ | 694,210     |   | ($   
|Depreciation and amortization     |  |           | 442,134    |              |   | 14,176      |   |      
|Income (loss) before taxes        |  |           | 769,541    |              |   | (299,370    | ) |      
|October 31, 2000                  |  |           |            |              |   |             |   |      
|Total assets                      |  | $         | 9,507,992  |              | $ | 364,092     |   | ($   

7

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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 year ended April 30, 2001. 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 second quarter of fiscal 2002 were up $697,000, or 24.0 percent, to $3.6 million from $2.9 million in the second quarter of
fiscal 2001. Sales growth resulted primarily from increased marketing efforts, which also increased personnel and travel expenses. The growth in the market for ancillary products, including products
purchased for resale from other manufacturers, has been a significant source of new business.

Sales
for the six months ended October 31, 2001 increased $997,000, or 18.1 percent, to $6.5 million from $5.5 million in the six months ended
October 31, 2000.

Cost
of sales for the three months ended October 31, 2001 increased by $509,000, or 26.0 percent, to $2.5 million from $2.0 million in the three months
ended October 31, 2000. The increase is primarily due to the increase in sales volume, which accounts for approximately $471,000 of the increase. The Company participates in a group workers
compensation insurance policy with Dash Multi-Corp, a related party, which is subject to retrospective charges based on claims experience. The most recent
retrospective charge has resulted in an increase to cost of sales in the current quarter of $73,000. The retrospective adjustments are based on claims experience at RB Rubber Products, Inc.
During the quarter ended October 31, 2001, the Company increased its manufacturing volume from 80 hours per week to 120 hours per week. The increase in manufacturing volume has
resulted in a reduction in unit costs during the quarter compared to the first quarter of fiscal 2002. The Company was also operating at 120 hours per week in the quarter ended
October 31, 2000.

Cost
of sales expenses for the six months ended October 31, 2001 increased $853,000, or 23.3 percent, to $4.5 million from $3.7 million in the six months
ended October 31, 2000. The increase is primarily due to the increased sales volume, the higher unit costs in the first three months of fiscal 2002, and the workers compensation expense
adjustment discussed above. The increase in sales volume accounted for approximately $655,000 of the increase. Lower operating volumes in the first three months of fiscal 2002 resulted in increased
unit costs and increased costs of sales of approximately $124,000. Finally, the workers compensation insurance premium adjustment discussed above resulted in an increase of $73,000.

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

8

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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 manufacturing plant in
McMinnville, the Company has increased its consumption of tire chips. As a result, pounds of tire chips utilized, which were all processed at the Company's recycling facility, increased from
57.7 percent of total raw materials during the quarter ended October 31, 2000 to 71.4 percent during the quarter ended October 31, 2001.

Selling
expenses increased $40,000, or 15.0 percent, to $303,000 (8.4 percent of net sales) for the quarter ended October 31, 2001, from $264,000
(9.1 percent of net sales) for the quarter ended October 31, 2000. Further, for the six months ended October 31, 2001 selling expenses increased $91,000, or 18.3 percent,
to $587,000 (9.0 percent of net sales) from $497,000 (9.0 percent of net sales) for the six months ended October 31, 2000. The additional expenses are primarily a result of
planned increases in sales and marketing personnel and related travel expenses to continue to build the Company's sales.

General
and administrative expenses increased $85,000, or 22.2 percent, to $466,000 (13.0 percent of net sales) for the quarter ended October 31, 2001, from
$382,000 (13.2 percent of net sales), for the quarter ended October 31, 2000. For the six months ended October 31, 2001 general and administrative expenses increased $73,000, or
9.0 percent, to $888,000 (13.7 percent of net sales) from $815,000 (14.8 percent of net sales) for the six months ended October 31, 2000. The increases relate primarily to
a charge to the reserve for doubtful accounts in the second quarter of fiscal 2002 and an increase in management fees
paid to Dash Multi-Corp. The charge to the reserve account of $60,000 is reflective of the increased credit risk attributed to the general down turn in economic conditions.

Income
tax expense was recorded at an effective rate of 32.0 percent for the six months ended October 31, 2001 compared to 39.0 percent for the six months ended
October 31, 2000. The estimated effective rate was evaluated based on prior year actual experience. The reduction in the rate for the current year reflects the usage of state of Oregon tax
credits earned through purchasing equipment to enhance recycling in the state.

Net
income increased $62,000, or 41.7%, to $211,000 (5.9 percent of net sales) for the quarter ended October 31, 2001 from $149,000 (5.1 percent of net sales) for
the quarter ended October 31, 2000. In the six months ended October 31, 2001 net income decreased $11,000, or 3.9 percent, to $276,000 (4.2 percent of net sales) from
$287,000 (5.2 percent of net sales) for the six months ended October 31, 2000. The increase in net income for the quarter ended October 31, 2001 is primarily a result of the
increased sales and the changes to expenses as discussed above, while the decrease for the six month period primarily reflects lower gross margins in the first quarter of fiscal 2002 due to lower
production in that period.

Liquidity and Capital Resources

At October 31, 2001 working capital was $1,971,000 including $100,000 in cash and cash equivalents, $1,641,000 in accounts receivable and $1,631,000 in
inventory. In the six-month period ended October 31, 2001, working capital increased by $44,000, however the current ratio decreased to 2.14:1 at October 31, 2001 from 2.17:1
at April 30, 2001.

Cash
and cash equivalents decreased $499,000 to $100,000 at October 31, 2001 from $599,000 at April 30, 2001. This decrease is a result of $519,000 used for the purchase
of equipment, $34,000 used for a net reduction in short and long-term debt, partially offset by $53,000 provided by operations.

Accounts
receivable increased $420,000 to $1,641,000 at October 31, 2001 compared to $1,221,000 at April 30, 2001, primarily as a result of increased sales in
October 2001 compared with April 2001.

Inventories
increased $110,000 to $1,631,000 at October 31, 2001 from $1,520,000 at April 30, 2001 as a result of increased stocking levels of ancillary products, offset
by reduced levels of the Company's

9

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manufactured goods. Due to the lead-time for ordering ancillary products the Company has increased stocking levels to accommodate the increased sales volume.

Prepaid
expenses and other assets increased $91,000 to $262,000 at October 31, 2001 from $172,000 at April 30, 2001 primarily as a result of payment of property taxes
and insurance premiums in advance of their expense recognition.

Accounts
payable and accounts payable to related parties decreased $65,000 to $386,000 at October 31, 2001 from $452,000 at April 30, 2001 primarily as a result of
timing of payments made.

Accrued
expenses decreased $73,000 to $252,000 at October 31, 2001 from $326,000 at April 30, 2001, primarily due to a reduction in accrued insurance premiums.

Capital
expenditures of $519,000 during the six month period ended October 31, 2001 resulted from the addition of equipment to improve the Company's tire processing facility to
help increase tire chip utilization.

At
October 31, 2001, the Company had a $1,000,000 operating line of credit, which bears interest at its lender's prime rate, 5.5 percent at October 31, 2001. The
expiration date of the line of credit has been extended to October 1, 2002. The Company had an outstanding balance of $85,000 under this line of credit at October 31, 2001. In
conjunction with the amendment of the line of credit, the Company converted $500,000 of the outstanding credit line balance into a $500,000 term loan. The term loan bears interest at the lenders prime
rate, which was 5.5 percent at October 31, 2001. The term loan is paid interest only on a monthly basis with the principal due on September 20, 2002. At October 31, 2001,
the Company had $500,000 outstanding under this loan. Under terms of this line of credit agreement and the term loan, the Company is required to maintain certain financial covenants. At
October 31, 2001, the Company was in compliance with all of its covenants. These short-term loans are collateralized by accounts receivable and inventories.

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 133"). 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 have any derivative instruments nor does it participate in hedging activities and
therefore, the adoption of SFAS 137 and 138 in the first quarter of fiscal 2002 did not have a material impact on its financial position or results of operations.

In
September 2000, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a final consensus on Issue No. 00-10,
"Accounting for Shipping and Handling Fees and Costs" (EIFT 00-10). The EITF concluded that amounts billed to a customer in a sale transaction related to shipping and handling should be
classified as revenue. The EITF further concluded that shipping and handling costs incurred by a seller should be reported as operating expenses. The Company has historically recorded certain shipping
and handling expenses as a reduction of related freight revenues, in accordance with common industry practice. To comply with the EITF consensus, the Company reclassified shipping and handling
expenses to cost of sales for all periods presented. The impact of the adoption of EITF 00-10 is to increase sales and cost of sales for the three months and six months ended
October 31, 2000 (unaudited) by $111,296, and $238,375, respectively. There was no other effect on the Company's consolidated balance sheets, statements of operations, shareholders' equity or
cash flows.

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In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests
method will be prohibited on a prospective basis only. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Thus,
amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of that Statement, which for the Company will be fiscal year 2003. The Company does not
expect that the adoption of either SFAS 141 or SFAS 142 to have a significant impact on the financial condition or results of operations of the Company.

In
August 2001, the FASB approved SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"), which will be effective beginning fiscal year 2003.
SFAS 143 addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. In
October 2001, the FASB approved SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121") and the accounting and reporting provisions of APB
No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" for the disposal of a segment of a business. SFAS 144 retains many of the fundamental provisions of SFAS 121, but resolves certain implementation issues associated with
that Statement. SFAS 144 will be effective for fiscal year 2002. We are in the process of evaluating the financial statement impact of adoption of SFAS 143 and SFAS 144.

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PART IIOTHER INFORMATION

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

The annual meeting of the shareholders of the Company was held on September 12, 2001, at which the following action was taken:



Name

No. of Shares
Voting For

No. of Shares
Withheld VotingMarvin S. Wool

2,876,111

2,228Ronald L. Bogh

2,876,111

2,228Paul M. Gilson

2,876,111

2,228Gregory J. Divis

2,876,111

2,228Sandon L. Wool

2,876,111

2,228Lawrence J. Young

2,876,111

2,228Leland B. Curtis

2,876,111

2,228


Item 6. Exhibits and Reports on Form 8-K



|Exhibit No. |  |                                                                                                                      
|----------- |  | ---------------------------------------------------------------------------------------------------------------------
|10.1        |  | $1,000,000 promissory note dated September 11, 2001 between KeyBank National Association and RB Rubber Products, Inc.
|10.2        |  | $500,000 promissory note dated September 11, 2001 between KeyBank National Association and RB Rubber Products, Inc.  



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

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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: December 11, 2001 |  | R-B RUBBER PRODUCTS, INC.
|----------------------- |  | -------------------------
|                        |  |                          
|                        |  | By:                      
|                        |  |                          
|                        |  | By:                      

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