U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH 31, 1999
                                                     --------------------

[ ]   TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
       ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________


                          Commission file number 0-5887
                                                 ------

                                    RTI INC.
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

                    NEW YORK                           11-2163152
          ------------------------------            -------------------
         (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)            Identification No.)


            P.O.BOX 3048, 301 ANTONE, SUNLAND PARK, NEW MEXICO 88063
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (505) 589-5431
                                 --------------
                (Issuer's telephone number, including area code)


      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section l3 or l5(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days.  Yes [ ] No
[X]

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

     APRIL 20, 1999  -   1,611,166   shares of common stock
     ----------------     -----------


    Transitional Small Business Disclosure Form    Yes [ ] No [X]


<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                           RTI INC. AND SUBSIDIARIES
                                                           CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  BALANCE SHEET

                ASSETS                                           MARCH 31,       DECEMBER 31,
                                                                  1999               1998
CURRENT ASSETS
    Cash and cash equivalents                                       $ -           $ 9,361
    Accounts receivable, net of allowance
of $4,177 in 1999, and $ 4,876 in 1998                          264,372           191,497
    Inventory                                                 1,636,071         1,317,649
    Prepaid expenses and other                                  265,782            54,228
               Total current assets                           2,166,225         1,572,735

PROPERTY, PLANT AND EQUIPMENT, NET                            1,735,929         1,787,312
DUE FROM RELATED PARTIES                                        102,505           111,206
INTANGIBLE ASSETS, net of accumulated
amortization of $20,994 in 1999, and $21,687 1998             1,073,692         1,135,057
OTHER ASSETS                                                     35,649            31,635

               Total assets                                 $ 5,114,000       $ 4,637,945


The Notes to Financial  Statements  are an integral  part of these  consolidated
statements.


<PAGE>


                                  BALANCE SHEET
                       LIABILITIES AND STOCKHOLDERS' EQUITY
                                                               MARCH 31,        DECEMBER 31,
                                                                   1999            1998
CURRENT LIABILITIES
    Notes payable to related parties                          $ 588,383         $ 627,811
    Due to related parties                                      293,384           174,469
    Notes payable                                             1,276,084         1,173,363
    Due to costomer                                             385,000           404,207
    Accounts payable                                          1,067,000         1,088,297
    Accrued expenses                                            142,254           387,208
    Accrued warranty                                            556,473           621,312
    Accrued interest                                            170,726           139,578
    Current portion of capital lease obligation                  60,843            19,987
    Other current liabilities                                   141,219           180,000
    Current portion of long-term debt                           564,002           667,926
               Total current liabilities                      5,245,368         5,484,158
LONG-TERM DEBT
                                                                917,517           209,858
Provision for future Environmental Cost                         919,607           927,140
OTHER LIABILITIES                                               460,210           167,258
               Total liabilities                              7,542,702         6,788,414
STOCKHOLDERS' EQUITY
    Preferred stock, $.05 par value - shares
        authorized 2,000,000; shares issued
        and outstanding 100,000                                   5,000             5,000
    Common stock; $.08 par value - shares
        authorized 25,000,000, issued and
        outstanding 1,611,166 at year-end  1998
       and 1,611,166 at March 31, 1999                          128,894           128,493
    Additional paid-in capital                               18,115,261        18,115,261
    Accumulated deficit                                     (20,677,857)      (20,399,624)
   Total stockholders' equity                                (2,428,702)       (2,150,870)
   Total liabilities and stockholders' equity                 5,114,000       $ 4,637,544

<PAGE>


                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                   THREE MONTHS ENDED MARCH 31,
                                                                 1999               1998

Net sales                                                     $ 836,660         $ 974,406
Cost of sales                                                   537,181         1,163,803
    Gross profit (loss)                                         299,479          (189,397)
Selling, general and administrative expenses                    320,493           409,987
Research and development expenses                                38,703           250,140
               Total operating expenses                         359,196           660,127
               Loss from operations                             (59,717)         (849,524)
Other income (expense)
    Rental income                                                19,510            19,510
    Expenses of Rockaway Industrial Park,
        including interest expense of $5,500
        in every year                                           (19,510)          (17,032)
    Interest income (expense)                                  (154,682)          (63,005)
    Other income                                                      -               753
               Total other income (expenses)                   (154,682)          (59,774)
               Loss from continuing operations                 (214,399)         (909,299)
Discontinued operations
    Loss from irradiation operations                                  -                 -
               Net loss before income taxes
Income taxes
Net loss                                                     $ (214,399)       $ (909,299)
Weighted Average Shares                                       1,611,166         1,507,555
Net loss per share                                               ($0.13)           ($0.60)

<PAGE>


                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       THREE MONTHS ENDED MARCH 31,

                                                                   1999         1998
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Loss                                               $ (214,399)       $ (909,299)
      Adjustments to reconcile net loss to
      net cash applied to operating activities:
            Depreciation and amortization                       101,261            82,848
            Allowance for doubtful accounts                       4,178             4,876
            Allowance for warranty expense                        8,356             9,744
            Imputed interest on note payable                          -                 -
            (Increase) decrease in:
               Accounts receivable                              (72,875)          (95,548)
                Restricted deposits                                   -                 -
                Due from affiliate                                    -                 -
                Inventories                                    (318,422)          657,278
                Other assets                                     (4,014)
                Prepaid expenses and other                     (211,554)          (56,429)
             Increase (decrease) in:
                  Due relatives parties                          79,487
                 Due to customers                               (19,207)
                 Accrued warranty                               (64,839)
                Accounts payable                                (21,297)         (126,934)
                Accrued interest                                 31,148
                Accrued expenses                               (244,954)           38,025
                Other liabilities                               191,099           (41,442)
               TOTAL ADJUSTMENTS                               (541,634)          472,420
               Net cash applied to operating activities        (756,033)         (436,879)
 CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of fixed assets                                (46,123)          (10,206)
       Reduction in notes receivable                                  -                 -
       Purchase of business, net of cash acquired
       Purchases of other assets                                      -           (19,162)
                Net cash (applied to) provided by
                investing activities                            (46,123)          (29,368)
 CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from sale of common stock                             -           490,439
       Proceeds from notes payable                              809,374
        Proceeds from related party notes
       Payments on related party notes
       Payments on short-term loans                                   -
       Payments on long term debt                                     -            (5,810)
               Net cash provided by (applied to)                809,374           484,629
               financing activities
 Net increase (decrease) in cash and cash equivalents           (30,093)           18,382
 Cash and cash equivalents, beginning of period                  30,093            11,712
 Cash and cash equivalents, end of period                           $ -          $ 30,093



</TABLE>
<PAGE>
                            RTI INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               (Information as of March 31, 1999 and 1998, and
                  for the three months then ended on 1999 is unaudited)


1.       BASIS OF PRESENTATION

         In the opinion of management of RTI Inc.  (with its  Subsidiaries,  the
"Company"), the accompanying unaudited consolidated financial statements include
all  adjustments  necessary to present  fairly,  in all material  respects,  the
company's financial position as of March 31, 1999, its results of operations and
its cash flows for the three  months  ended March 31, 1999 and 1998.  Results of
operations for the  three-month  period ended March 31, 1999 are not necessarily
indicative of the results to be expected for the year ending December 31, 1999.

         Information  included in the consolidated  balance sheet as of December
31, 1998 has been  derived from the  Company's  audited  consolidated  financial
statements in its Annual  Report on Form 10-KSB for the year ended  December 31,
1998, to which reference is made.  Certain  information  included in the audited
consolidated  financial statements and related notes prepared in accordance with
generally accepted accounting principles may have been condensed or omitted.


2.       AIR CONDITIONING AND COOLER OPERATIONS

         With its  acquisition  of the  business of Quality Air Inc. in February
1997,  the  Company  engaged  in  the  manufacture,  marketing  and  selling  of
residential coolers and of central air conditioning equipment.  The AC2 utilizes
patented  evaporative  technologies to cool homes and small  businesses with air
conditioning  with  reduced  electricity  usage when  compared to  standard  air
conditioners.  The AC2 is assembled in the Company's Westway,  Texas factory. In
1997,  this factory was  purchased,  equipped for  producing the AC2, and a work
force trained to manufacture the AC2.

During the first  quarter of 1999 the  company  was  focused on  recovering  the
confidence in "AC2" central air  conditioner  and pushing the Evapcon and Aireze
lines as hard as possible.


3.       ROCKAWAY INDUSTRIAL PARK

         The Company  owns a 248 acre parcel of land  ("Parcel  I") in Rockaway,
New Jersey (47 acres of which have been  leased to  SteriGenics  International),
that  is  contiguous  to a 15  acre  operating  parcel  that  is the  site of an
irradiation processing facility leased to SteriGenics  International("Parcel II"
and, with Parcel I, the "Rockaway Industrial Park"). Since 1985, the Company has
been seeking a buyer for Parcel I. However, the Company's ability to sell Parcel
I is impaired until the completion of an environmental cleanup and remediation
program,  and its ability to recover  its  current  book value of $50,000 in 201
acres of Parcel I is impaired by unpaid outstanding  non-recourse property taxes
for the years 1993, 1994,  1995,  1996,  1997,1998 and the first quarter of 1999
totaling  $314,558,  which have been accrued in the financial  statements  under
"Other  liabilities".  As a result of engineering  tests that commenced in 1981,
the New Jersey  Department  of  Environmental  Protection  (the "DEP")  issued a
directive in 1986 ordering a remedial  investigation  and feasibility study (the
"Study")  designed to determine  the nature and extent of  contamination  on the
Rockaway  Industrial  Park property.  The Company agreed to pay the costs of the
Study and entered into an  Administrative  Consent  Order with the DEP. In 1989,
the DEP issued a Second Directive to pay for an additional  environmental  study
and DEP oversight  costs.  In 1993, the Company  entered into an  Administrative
Consent Order ("ACO") with the DEP. Cost  reimbursement to the DEP under the ACO
includes  applicable  DEP  expenditures  beginning  July 1, 1982 and  future DEP
oversight  costs.  In August 1996, the Company made a payment of $575,000 to the
DEP as full  settlement of all  outstanding  claims  asserted under the ACO. The
Company  subsequently  paid  additional  claims by the DEP for  oversight  costs
through October 31, 1996.

         In April 1996,  the DEP responded to the  Company's  petition to change
the  Remedial  Action  Work Plan under the Record of  Decision,  and advised the
Company that a pilot test of the CleanOx remediation program,  undertaken by the
Company on its Rockaway property,  was not considered  conclusive.  In September
1996,  the  Company   completed  a  second  CleanOx  test,   which  reduced  the
contamination, but did not result in remediation of the groundwater. On March 7,
1997, the DEP reaffirmed its  requirement  that the Company comply with the ROD.
In October 1997,  the Company  submitted a remediation  proposal to the DEP, the
cost of which would approach $1 million over an eight year period. The Company
has accrued  $919,606.90 as March 31,1999 for long term  environmental  expenses
under "Environmental provision".
<PAGE>

         The  Company  had  also  been  named  a   respondent   by  the  EPA  in
environmental  proceedings  relating to the  "Nascolite"  Superfund  site in New
Jersey.  In May 1997, the Company paid $32,247 in settlement of EPA's  Nascolite
claims.

Rockaway sales commitment

On April 20, 1999 the Company  signed an  agreement  to sell the  property.  The
buyer will  assume  liabilities,  including  the  environmental  and taxes.  The
Company believes that sale will occur during 1999.

As the sale of the Rockaway  industrial park transpires the main  responsibility
of cleaning the contamination will be at the expense of the buyer.

The sale  will  provide  no funds to RTI and is  essentially  an  assumption  of
liabilities in exchange for the property. RTI did not generate the contamination
and has not been charged with contributing to the contamination of the property.
RTI has suffered  the expense of this  superfund  site because it purchased  the
property from the prior owner and RTI was the legal owner when the contamination
was  discovered.  Some of the major  expenses  associated  with RTI  owning  the
facility have been:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

         Rockaway Property (including improvements @ current book value)                $485,532

         August 1996 payment to the New Jersey Department of
         Environmental Protection   (NJDEP)                                     $575,000

         Non Recourse Property Tax Accrued                                      $314,558

         Note to Thiokol (interest included)                                            $312,499

         Accrued for environmental provision (as of March 31, 1999)                     $919,606


There have also been other expenses for studies, consultants, and other cleaning
expenses that have been borne by RTI.


Some of the major liabilities RTI may be relieved of by the sale are:

         Cash to be realized by RTI                                                 $0

         Non Recourse Property Tax Accrued                                      $314,558

         Note to Thiokol (interest included)                                    $312,499

         Accrued for environmental provision (as of March 31, 1999)             $919,606

         Less: Rockaway Book Value net of Depreciation                          ($377,662)
</TABLE>
The  signing  of the  sales  commitment  does  not  provide  assurance  that the
transaction will be completed or that all or all parts of the above  liabilities
will be removed.  No effect has been given to the pending sale in the  company's
financial records.


Mexico:
The Juarez plant in Mexico is regulated by the SEMARNAP  (Mexican  Department of
Ecology).  The  plant has no  industrial  liquid  emissions  (only  sewage  from
employee bathrooms). The plant has solid waste that is disposed of in accordance
with  regulations.  Solid waste in the form of scrap material and other products
from USA origin are returned to the USA for disposal. Solid waste in the form of
scrap material and other products from Mexican origin are disposed of in Mexico.
The  manufacturing  facility uses dust traps to recover and reuse grinding dust.
Fume hoods are ducted to a central air cleaner before being exhausted.  In March
and April 1999 the company  underwent a major ecological review conducted by the
Mexican  Government  and received a clean  report.  The company  expects to have
ongoing expenses for emissions controls and for periodic audits. The issuance of
a clean report in 1999 does not provide  assurance that future reviews will also
be clean, and a future review could require unforeseen  additional measures that
could have a material  adverse  effect on the  company's  business and financial
condition.



<PAGE>

5.       SHORT TERM BORROWINGS


         The Company had a related party note outstanding at March 31, 1999, for
$588,383 with its former  Chairman and CEO, Theo W. Muller  (Muller  Note),  and
another for $26,511 with Frellum Corporation (Frellum Note), which is owned 51%
by  Mr.  Muller.  These notes, which were due on February 20, 1998, were
renegotiated  effective  February  21,  1998.  The terms of the Muller  Note was
increasing  to 12%  annual  interest  rate  up to  August  20 of  1998  and  18%
thereafter.  The terms of the Frellum Note are 12% annual interest,  the balance
along with accrued interest are due and payable on February 20, 2000.

The  company  has a  related  party  note  outstanding  at March 31,  1999,  for
$26,025.47  with its CEO Rick  Bacchus(  Rick's note) . The terms of Rick's Note
are 16%,the balance along with accrued interest are due upon request.

The Company entered into a factoring  arrangement  with a Financing  company in
February 1998.  The terms are for interest of 2.75% for the first 30 days,  with
an  additional  charge  of 1%  for  each  additional  15  days  the  invoice  is
outstanding.  As of March 31, 1999, the Company had factored accounts receivable
in the approximate amount of $200,910.

The Company  also  obtained a credit line up to $1.81  million  with a financing
company, using as collateral its inventory ,As of March 31, 1999 the Company had
used $896,096 of the credit line.
 The Company has expectations that in the following months based on how the 1999
business  plan is met the  Company  can raise  money from the stock  market.  No
assurances can be given that funds will be raised,  but for the first quarter of
1999 the company met its 1999 business plan.



6.       STATEMENT OF CASH FLOWS

         Supplemental disclosures of cash flow information are as follows:

                                Three months ended March 31,
                                     1999          1998
                                 -----------    ----------
         Interest paid            $154,682          $64,564
         Income taxes paid           --              --


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


COMPARISON  OF  OPERATIONS  FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1999 AND
1998.

Net sales for the three months ended March 31, 1999, were $836,660
Compared  to  $974,406  in 1998.  Sales of the AC2  unit in 1999  were  $129,594
compared to $655,394 in 1998. This reduction was caused by the problems that AC2
had in 1998 but, the product is regaining confidence.

         Cost of sales  dropped from  $1,153,083  in the first  quarter of 1998
compared to  $537,181  for the same period in 1999.  Better  material  usage and
standard production of the AC2 made that possible.  Additionally, the 1999 costs
to upgrade  prior year units were  applied  to  Warranty  reserve,  The  company
upgrade approx. 600 units with a cost of $71,352.

         The air cooling and air conditioning  business is highly seasonal,  and
the first  quarter is not an indicator of results for the year.  The majority of
Company sales take place in the second and third quarters of the year.

         Selling,  general &  administrative  costs were  $320,493  in the first
quarter of 1999  compared to $409,987 in the same period of 1998.  Research  and
development  costs totaled  $38,703 in the quarter ending March 31, 1999,  while
they were $250,140 in the same quarter of 1998.

       For the first quarter of 1999 rental income from the Rockaway  Industrial
Park, was offset by its expenses  compared with the net income of $2,478 in 1998
same period.

         Because of the costs described  above, the Company incurred a loss from
operations  of  $214,399 in the first  quarter of 1999.  This  compares  with an
operating loss of $909,299 for the same period in 1998.

         For the three  months  ending  March 31, 1999 the Company  incurred net
interest  expense of $154,682 as compared with net interest  expenses of $63,005
in the first quarter of 1998.  Interest expense has increased due to the Company
factoring its receivables  and obtaining  inventory loans to fund operations and
the buildup of accounts  receivable  and inventory in  anticipation  of seasonal
sales in the second  and third  quarters  of 1999,  reflecting  working  capital
demands of a seasonal business.  The net loss of $214,399 or $0.13 per share for
the first  quarter of 1999,  compares with a loss of $909,299 or $0.60 per share
in the first quarter of 1998.

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         During the first three months of 1999, the Company  generated  $809,374
in cash from its notes  payable  from a  financing  company,  and  applied  that
primarily to operations  such as building  inventory  ,accounts  receivables and
interest.


The net cash of zero as of March 31,1999 was decreased compare to $30,093 at the
end of the first quarter of 1998.

The Company will have  significant  equity capital and working  capital needs in
1999. The  anticipated  sales levels  require the infusion of additional  equity
capital,  as well as a line of credit to meet the working  capital  needs due to
the seasonally of the air cooling and air conditioning  business. The Company is
presently  seeking  financing  through  capital  investment  regarding a private
placement of common stock. There can be no assurance that such private placement
will be  consummated.  Should the Company be unable to obtain any financing,  it
may have to limit its operations and inventories, and therefore its future sales
volume.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
         During the first quarter of 1999 several  vendors  started legal action
to collect their payments,  The Company has accrued $20,000 since September 1998
for that propose.  The renegotiations of the debt were largely accomplished with
about 65% of the vendors but some of the agreements  have not been funded due to
lack of cash to make payments.

The original  agreement than the Company had with the Internal  Revenue  Service
was too high (the payment for back taxes) to  accomplish,  therefore the company
started a new  negotiation to make lower payments and a longer period to pay. As
March 31,of 1999 total debt to IRS is for $182,917.

The  company  received a bridge  loan on April of 1998 for  $540,000  payable on
January 22 of 1999 which is in  default,  as well as  another  bridge  loans was
received on September  1998 for $25,000 , payable on June 22 of 1999.  The first
bridge loan notes have not been  renegotiated,  the note  holders can take legal
action or exercise the warrants of $4.50 each , which will expire on April 22 of
2003.

Beginning the Third  quarter of 1998  Officers of the company Rick Bacchus,  Ron
Bacchus  and Rocky  Bacchus  had not  received  the full  payroll  check,  Total
delinquent payroll accrued as March 31,of 1999 is $70,469.23.

ITEM 2.  CHANGES IN SECURITIES

             None.

<PAGE>


                                    SIGNATURE


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                     RTI  INC.




Date: May 7, 1999                     By: /s/ RICK E. BACCHUS
                                      ---------------------------
                                          Rick E. Bacchus
                                          Acting Chief Executive Officer
                                          And Principal Accounting Officer