AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 2000

                                               REGISTRATION NO. 333-____________



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     FLORIDA
                         (State or Other Jurisdiction of
                         Incorporation or Organization)


                                   59-2728052
                                (I.R.S. Employer
                               Identification No.)

<PAGE>
                            3185 E. Washington Blvd.
                              Los Angeles, CA 90023
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                             Employment Arrangement
                            Legal Retainer Agreement
                              Consulting Agreements
                            (Full Title of the Plans)
                              ____________________

                                   Trevor Webb
                                    President
                            3185 E. Washington Blvd.
                              Los Angeles, CA 90023
                                 (323) 268-6842
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977

<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>   <C>                    <C>                   <C>                         <C>                      <C>
Title of Securities      Amount to be         Proposed Maximum            Proposed Maximum           Amount of
to be Registered          Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  -------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.0001(2)        720,000                $0.14                      $100,800                $26.62
-----------------------  -------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE                                                                                $32.74
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the registration
fee  pursuant  to  Rule  457(c).  Based on the closing price of the Company's
   common stock on December 6, 2000.
(2)  Represents  shares  of  Common  Stock issued to consultants to the Company.
Please  refer  to  the  Selling  Shareholders  section  of  this  document.


<PAGE>
                                EXPLANATORY NOTE

Rubber  Technology  International,  Inc("RTEK")  has prepared this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933, as amended (the "1933 Act"), to register certain shares of common
stock,  par  value  $0.0001  per  share, issued to certain selling shareholders.
Under cover of this Form S-8 is a Reoffer Prospectus RTEK prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings  and  resales of up to 720,000 shares of common stock
acquired  by  the  selling  shareholders.

<PAGE>
                                     PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

RTEK  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  RTEK does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

<PAGE>

                                       14

                               REOFFER PROSPECTUS

                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                            3185 E. WASHINGTON BLVD.
                          LOS ANGELES, CALIFORNIA 90023
                                 (323) 268-6842

                         720,000 SHARES OF COMMON STOCK


The  shares  of  common stock, $0.0001 par value per share, of Rubber Technology
International,  Inc. ("RTEK"or the "Company") offered hereby (the "Shares") will
be  sold  from  time  to  time  by  the  individuals  listed  under  the Selling
Shareholders section of this document (the "Selling Shareholders").  The Selling
Shareholders  acquired  the  Shares  pursuant  to  an  employment  arrangement,
consulting agreements and for legal services agreements for legal and consulting
services that the Selling Shareholders  provided  to  RTEK.

The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions.  RTEK will not
receive  proceeds  from  any  of  the  sale  the Shares.  RTEK is paying for the
expenses  incurred  in  registering  the Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

RTEK's  common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board  under  the  symbol "RTEK."

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  8.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                 December 7, 2000

<PAGE>
                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information          2
Incorporated  Documents                           2
The  Company                                      3
Risk  Factors                                     8
Use  of  Proceeds                                12
Selling  Shareholders                            13
Plan  of  Distribution                           13
Legal  Matters                                   14
Experts                                          14
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

RTEK is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows RTEK to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.


<PAGE>
RTEK's  Report  on  Form  8-K,  dated  March  13, 2000 is incorporated herein by
reference.  RTEK's  Form 10K-SB,  filed  with  the Commission on March 30, 2000,
RTEK's  Form  10-QSB as filed on July 17, 2000 and RTEK's Form 10-QSB/A as filed
on  October  27,  2000  are  incorporated herein by reference.  In addition, all
documents  filed  or  subsequently  filed  by  the Company under Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act,  before  the  termination of this offering,
are incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial  Officer  at  RTEK's executive offices, located at 3185 E.
Washington  Blvd.,  Los  Angeles,  California 90023.  RTEK's telephone number is
(323)  268-6842.  The  Company's  corporate  Web  site  address  is
http://www.rubbertechnology.com.


                                   THE  COMPANY
BUSINESS

General

     Rubber  Technology  International,  Inc.  ("RTEK") is a Florida corporation
that  accepts  waste  tires from tire retailers, service stations, salvage yards
and  from  clean  up  jobs  with  governmental agencies, private individuals and
companies.

     In  the  early 1990's, Raymond L. Webb and James Mason initiated a business
of  cleaning  up  tire stock piles, collecting and receiving tires for shred and
land  filling  the  remnant  portions.  This  is  the  dominant  business of the
majority  of  companies  in  the  tire  recycling  business.

     In late 1996, this business was incorporated in Nevada as Rubber Technology
International,  Inc. ("RTI-Nevada").    RTEK initiated the preparation of a full
tire  recycling  facility  in  Los  Angeles,  CA.  In  February 1997, RTI-Nevada
purchased  a  Florida-based  publicly traded corporation, Sunshine Capital, Inc.
(SCI),  and  through  a  reverse  merger  technique became company traded on the
over-the-counter bulletin board maintained by Nasdaq.  Concurrently, SCI changed
its  name  to  Rubber  Technology  International,  Inc.  ("RTEK").

     The  common  stock  of  RTI-Nevada  was  exchanged  for the common stock of
Sunshine  Capital,  Inc.  Concurrently,  Sunshine  changed  its  name  to Rubber
Technology  International,  Inc.  The  transaction  took  the  form of a reverse
merger,  with  the  Webb family then owning 3,700,000 shares of RTI common stock
and  the  original  incorporators  owning a minor amount.  A 300 for one reverse
stock  split  was  effected  in  February  1997.


<PAGE>
     RTEK uses 100% recycled, scrap rubber in a proprietary process to produce a
line  of  molded  rubber  products.  The  scrap  tires  are reduced in size with
shredders, grinders and cracker millsThe steel and nylon fluff are removed with
magnets and blowers at appropriate stages of the production. As a result of this
process,  particles  of  rubber  are  produced.  The particles are called "Crumb
Rubber",  little  pieces  of  rubber  in  varied sizes from 3/8 inch to 40 mesh.
These  materials  pass  through  sizing  screens.

     RTEK sells Crumb Rubber for that can be used in rubberized running tracks,
tennis  courts, rubber railroad crossings, earthquake isolators, traffic safety
devices  and  rubberized  asphalt  for  roads and for other applications and to
manufacturers of  molded  products.

     RTEK  manufactures and sells high quality, recycled rubber for a variety of
applications  within  the  transportation,  agriculture,  sports  and  fitness,
playground  equipment  and  manufacturing  industries. The Company uses recycled
rubber  from scrap tires as the exclusive source of rubber for its own products.
RTEK  also sells processed, recycled rubber as a raw material for use by others.

     RTEK  has  increased  production  of  its  Crumb Rubber and molded products
through  continuous  improvements  of  its  manufacturing  processes.  RTEK  is
currently  implementing new proprietary production methods that it believes will
permit  it  to increase production significantly by shortening of the production
cycle.  These methods will permit the production of products with a wide variety
of  potential  applications.  RTEK  believes  that these new processes will also
permit  more  efficient  use  of  raw materials, thus expanding the use of scrap
tires  as  a  raw  material.

     The  key  components  of  RTEK's  expansion strategy include: (1) expanding
production of RTEK's existing product lines by improving the production process;
(2)  focusing  sales  and marketing efforts on the higher value market segments;
(3)  development  of  new  products  i.e.  playground safety surfacing; and ( 4)
establishing  additional  plants  in  other  locations where large quantities of
scrap  tires  are  located.

     RTEK  is  known  for its innovation and production.  RTEK is developing new
products  and  marketing  these  to industries that are currently using products
made  from  virgin  (new) rubber.   RTEK's industry focus is recycled rubber and
molded  products.  RTEK  markets  to  customers in North America, Europe and the
Pacific  Rim.


<PAGE>
Products  and  Services

     The  rubber  tire  recycling industry itself is less than twenty years old.
Over  a dozen states in the United States have established methods, criteria and
support  for  the disposal of used tires. California is an industry leader.  Not
only has it mandated requirements on the landfills within the state, eliminating
obligation to accept tires in the landfills, but the California Integrated Waste
Management  Board  has  established grants and other supportive programs for the
businesses  within  California  to  foster  the  growth  of  all  bona fide tire
recyclers.   Further,  the  state has issued mandates allowing and requiring the
use  of  recycled  products.  Examples  include  the  use  of a mixed rubber and
asphalt  slurry  solution  on most asphalt roads and their repair as well as the
use  of  rubber  byproducts  on  school playgrounds in place of sand and/or wood
fibers.  Rubber  is  safer,  more  resilient  and  less  expensive  than  other
materials.

     The  Company's  product  mix  includes:

     Rubber for garden hose production  Through a sub-contractor during the year
2000,  the Company intends to commence to annually deliver 4.5 million pounds of
product.  Management  of  the  Company anticipates that these requirements could
increase  in  the  event  the  Company  successfully  satisfies  this  contract.

     Asphalt  Rubber  The  Company  currently  delivers  rubber  to  the asphalt
industry.

     Playground Fill  The Company delivers more than one million pounds annually
to local and out of state schools.  This product is ground rubber and fiber to a
3/8"  +/-  size,  without  metal.  The Company will be initiating an advertising
campaign  to  promote  this  product.

     Molded Products .There are two forms of molded products, traffic and safety
products  that the Company produces from its stockpiles and the Company prepares
on  a  service  basis.  Sales of traffic devices have increased to approximately
250,000  pounds  annually.

     Landscape  products,  principally  comprised  of  tree  rings  and borders.
These  are  produced  under  contract  and  sold  in  WalMart  and Target stores

Service  Income

     The  Company  receives  used  tires  for  shredding and grinding into other
products.  For this service the Company is paid a "tipping fee".  There is a fee
paid  in  all jurisdictions for tire recycling but the amount of the fee varies.
In Los Angeles the fee the Company receives ranges from $0.45 to $5.00 per tire.


<PAGE>
Competition

     There  are  very  few  full  recyclers  in  any areas.  For example, in Los
Angeles  there  are  approximately eight companies that take in tires.  Of these
companies,  all but five simply shred the tires and land fill the shreds, and of
these shredding companies one has approached RTEK to accept  shredded tires on a
wholesale  basis.  The  stated  goal  of the California Governmental Board is to
eliminate  the  land  filling  of  all  tires and to cause all waste tires to be
recycled  or  reused  in  some  way.

     The two companies in Los Angeles that actually recycle tires are RTEK and a
company that only produces rubber for the rubberized asphalt industry.  RTEK has
a  purchase order from this competitor to cover volume short runs as they occur.
Only  RTEK  creates  a  final  product  from  the  tires  it  receives.

     Last  year,  RTEK  received almost three million pounds of tires.  RTEK can
increase  its receipts of tires without significant expense or revenue reduction
by  increasing collection sites in other counties or states and thereby increase
its  revenues  and  profits.

Trademarks,  Patents,  and  Other  Intellectual  Property

     RTEK's  philosophy  is to utilize existing technology in all its production
applications.  There  are  no  patents,  etc.  in  RTEK's name and no additional
research  and  development  costs  have  been  incurred  in  the  pursuit of new
processes.  All  research  and development is applied to the research of new and
better  products.

Marketing  Plan

     Tire  recycling  is  a  relatively  new  industry.  New  products are being
created  every  day  based  on  the creativity of the inventors and the inherent
characteristics  and components of rubber.  RTEK has recently identified several
recycled products that it intends to market in the future.  Based on its ability
to  produce  these  products,  past  sales,  and  discussions  with  current and
prospective customers, RTEK will concentrate its efforts in (i) mesh for various
products  including  garden  hoses,  (ii)  playground  fill,  and  (iii)  molded
products.  The  receipt  of  tipping fees continues to increase as long as tires
are  being  taken  in  and  products  are  produced  to  customers.

Governmental  Regulations

     Management  of  the  Company  is  not aware of any significant governmental
regulations  on  the  operation  of  its  business,  other  than  environmental
regulations.  Most  jurisdictions  require  a process permit to assure that tire
piles  are  not  allowed  to  accumulate  into  a fire hazard and mosquitoes are
controlled.  RTEK  has  permits  for  its  Los  Angeles  facility.


<PAGE>
Properties

     The  Company  presently  has only one production facility, located at  3185
East  Washington Blvd, Los Angeles, CA 90023.  The Company's telephone number is
(323)  268-6842  and  its  facsimile  number  is  (323) 268-7328.  The Company's
offices  contain  approximately  1,800  square feet and the Company's production
facility  of  17,200  square feet houses all equipment necessary to store shred,
grind  and  mold  used  tires  into  marketable  products.

     The  Company's facility is leased for a monthly rental of $12,848 and has a
term  until  December  31,  2001,  with  a  five  year  option  to  extend.



<PAGE>
                                 RISK  FACTORS

In  this  section we highlight some of the risks associated with RTEK's business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

     CONFLICTS  OF  INTEREST.  Certain  conflicts  of interest exist between the
Company  and  its officers and directors.  They have other business interests to
which  they  devote  attention,  and  they  may be expected to continue to do so
although management time should be devoted to the business of the Company.  As a
result,  conflicts  of  interest  may  arise  that  can be resolved only through
exercise  of  such  judgment as is consistent with their fiduciary duties to the
Company.

     POSSIBLE  NEED  FOR  ADDITIONAL  FINANCING.  The  Company  has very limited
funds,  and  such  funds  may not be adequate to take advantage of any available
business  opportunities.  Even  if the Company's funds prove to be sufficient to
acquire  an interest in, or complete a transaction with, a business opportunity,
the  Company  may  not  have  enough  capital  to  exploit the opportunity.  The
ultimate  success of the Company may depend upon its ability to raise additional
capital.  The  Company  has  not investigated the availability, source, or terms
that might govern the acquisition of additional capital and will not do so until
it determines a need for additional financing.  If additional capital is needed,
there  is  no  assurance  that  funds  will  be available from any source or, if
available, that they can be obtained on terms acceptable to the Company.  If not
available,  the  Company's  operations  will  be  limited  to  those that can be
financed  with  its  modest  capital.

     REGULATION  OF  PENNY  STOCKS.  The  Company's  securities are subject to a
Securities  and  Exchange  Commission  rule  that imposes special sales practice
requirements  upon broker-dealers who sell such securities to persons other than
established  customers  or  accredited investors.  For purposes of the rule, the
phrase  "accredited investors" means, in general terms, institutions with assets
in  excess  of  $5,000,000,  or  individuals  having  a  net  worth in excess of
$1,000,000  or  having  an  annual  income  that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the  rule,  the  broker-dealer must make a special suitability determination for
the  purchaser  and receive the purchaser's written agreement to the transaction
prior  to  the  sale.  Consequently,  the  rule  may  affect  the  ability  of
broker-dealers  to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop  therefore.

     In addition, the Securities and Exchange Commission has adopted a number of
rules  to  regulate  "penny  stocks."  Such  rules  include Rules 3a51-1, 15g-1,
15g-2,  15g-3,  15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act
of  1934,  as  amended.  Because  the  securities  of the Company may constitute
"penny  stocks"  within  the  meaning of the rules, the rules would apply to the
Company  and  to  its  securities.  The  rules may further affect the ability of
owners  of Shares to sell the securities of the Company in any market that might
develop  for  them.


<PAGE>
     Shareholders  should  be  aware  that, according to Securities and Exchange
Commission  Release  No.  34-29093,  the market for penny stocks has suffered in
recent  years  from  patterns  of  fraud  and  abuse.  Such patterns include (i)
control  of  the market for the security by one or a few broker-dealers that are
often  related  to  the  promoter or issuer; (ii) manipulation of prices through
prearranged  matching  of  purchases  and  sales  and false and misleading press
releases;  (iii)  "boiler  room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after  prices have been manipulated to a desired level, along with the resulting
inevitable  collapse  of  those prices and with consequent investor losses.  The
Company's  management  is aware of the abuses that have occurred historically in
the  penny  stock  market.  Although  the  Company  does  not  expect to be in a
position  to  dictate  the  behavior  of  the  market  or  of broker-dealers who
participate  in  the  market,  management  will  strive  within  the confines of
practical  limitations  to prevent the described patterns from being established
with  respect  to  the  Company's  securities.

     LIMITED  OPERATING  HISTORY.  The Company was formed in October of 1996 for
implementing  its  business  opportunities.  The  Company  has limited operating
history,  revenues  from  operations,  or  assets.  The Company faces all of the
risks  of  a  new  business and the special risks inherent in the investigation,
acquisition,  or involvement in a new business opportunity.  The Company must be
regarded  as  a  new  or  "start-up"  venture  with all of the unforeseen costs,
expenses,  problems,  and  difficulties  to  which  such  ventures  are subject.

     NO  ASSURANCE  OF SUCCESS OR PROFITABILITY.  There is no assurance that the
Company  will  generate  revenues  or  profits,  or that the market price of the
Company's  Common  Stock  will  be  increased  thereby.

     IMPRACTICABILITY  OF EXHAUSTIVE INVESTIGATION.  The Company's limited funds
and  the  lack  of  full-time  management  will  likely make it impracticable to
conduct  a  complete  and  exhaustive  investigation  and analysis of a business
opportunity  before  the Company commits its capital or other resources thereto.
Management  decisions,  therefore,  will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
the  Company  had  more  funds available to it, would be desirable.  The Company
will  be particularly dependent in making decisions upon information provided by
the promoter, owner, sponsor, or others associated with the business opportunity
seeking  the  Company's  participation.  A  significant portion of the Company's
available  funds  may  be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or  not  any  business  opportunity  investigated  is  eventually  acquired.

     LACK  OF  DIVERSIFICATION.  Because of the limited financial resources that
the  Company  has, it is unlikely that the Company will be able to diversify its
operations.  The  Company's  probable inability to diversify its activities into
more  than one area will subject the Company to economic fluctuations within its
target  industry  and therefore increase the risks associated with the Company's
operations.


<PAGE>
     DEPENDENCE  UPON  MANAGEMENT;  LIMITED  PARTICIPATION  OF  MANAGEMENT.  The
Company  currently  has several key individuals who are serving as its  officers
and  directors.  The Company will be heavily  dependent  upon  their  skills,
talents, and abilities to implement its business  plan,  and  may,  from time to
time, find that the inability of the officers  and  directors  to  devote  full
time attention to the business of the Company  results  in  a delay in progress
toward implementing its business plan.  Because  investors  will not be able to
evaluate the merits of possible business opportunities  by  the  Company,  they
should critically assess the information concerning  the  Company's  officers
and  directors.

     LACK  OF CONTINUITY IN MANAGEMENT.  The Company does not have an employment
agreement  with  any of its officers and directors, and as a result, there is no
assurance  that  they  will  continue  to  manage  the  Company  in  the future.

     INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.  The  Company's  Articles of
Incorporation  provide  for  the  indemnification  of  its  directors, officers,
employees,  and agents, under certain circumstances, against attorney's fees and
other  expenses  incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company.  The
Company will also bear the expenses of such litigation for any of its directors,
officers,  employees, or agents, upon such person's promise to repay the Company
therefore  if  it  is  ultimately determined that any such person shall not have
been  entitled  to indemnification.  This indemnification policy could result in
substantial  expenditures  by  the  Company  which  it will be unable to recoup.

     DIRECTOR'S  LIABILITY  LIMITED.  The  Company's  Articles  of Incorporation
exclude  personal liability of its directors to the Company and its stockholders
for  monetary  damages  for breach of fiduciary duty except in certain specified
circumstances.  Accordingly,  the Company will have a much more limited right of
action  against  its directors than otherwise would be the case.  This provision
does  not affect the liability of any director under federal or applicable state
securities  laws.

     DEPENDENCE UPON OUTSIDE ADVISORS.  To supplement the business experience of
its  officers  and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or advisors.  The
selection  of  any such advisors will be made by the Company's President without
any  input  from stockholders.  Furthermore, it is anticipated that such persons
may  be  engaged on an "as needed" basis without a continuing fiduciary or other
obligation  to the Company.  In the event the President of the Company considers
it  necessary  to  hire outside advisors, they may elect to hire persons who are
affiliates,  if  they  are  able  to  provide  the  required  services.


<PAGE>
     LEVERAGED  TRANSACTIONS.  There  is a possibility that any acquisition of a
business  opportunity  by  the  Company  may be leveraged, i.e., the Company may
finance  the  acquisition  of  the business opportunity by borrowing against the
assets  of  the  business  opportunity  to be acquired, or against the projected
future revenues or profits of the business opportunity.  This could increase the
Company's  exposure to larger losses.  A business opportunity acquired through a
leveraged  transaction  is  profitable  only  if it generates enough revenues to
cover  the  related  debt  and  expenses.  Failure  to make payments on the debt
incurred  to  purchase  the  business  opportunity could result in the loss of a
portion  or all of the assets acquired.  There is no assurance that any business
opportunity  acquired  through  a leveraged transaction will generate sufficient
revenues  to  cover  the  related  debt  and  expenses.

     COMPETITION.  The  search for potentially profitable business opportunities
is  intensely  competitive.  The  Company  expects  to be at a disadvantage when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than  the  Company.

     NO FORESEEABLE DIVIDENDS.  The Company has not paid dividends on its Common
Stock  and  does not anticipate paying such dividends in the foreseeable future.

     LOSS  OF  CONTROL  BY  PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may
consider  an  acquisition  in which the Company would issue as consideration for
the  business  opportunity  to be acquired an amount of the Company's authorized
but  un-issued  Common  Stock  that  would,  upon  issuance, represent the great
majority  of  the voting power and equity of the Company.  The result of such an
acquisition  would  be  that  the acquired company's stockholders and management
would  control  the  Company,  and the Company's management could be replaced by
persons  unknown  at this time.  Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's President could sell his control block of stock at a premium price
to  the  acquired  company's  stockholders.

     LIMITED  PUBLIC  MARKET  EXISTS.  There  is a limited public market for the
Company's  common  stock,  and  no  assurance  can  be  given that a market will
continue  or  that  a  shareholder ever will be able to liquidate his investment
without considerable delay, if at all.  The market price for the Company's stock
may  be highly volatile.  Factors such as those discussed in this "Risk Factors"
section  may  have  a significant impact upon the market price of the securities
offered  hereby.  Owing to the low price of the securities, many brokerage firms
may  not  be  willing  to  effect  transactions  in  the  securities.  Even if a
purchaser  finds  a  broker willing to effect a transaction in these securities,
the  combination of brokerage commissions, state transfer taxes, if any, and any
other  selling  costs  may  exceed  the  selling  price.  Further,  many lending
institutions  will  not  permit the use of such securities as collateral for any
loans.

     OUR  AUDITORS  HAVE  ADVISED  THAT  WE HAVE TO OBTAIN ADDITIONAL CAPITAL TO
CONTINUE  IN  BUSINESS.  Our  auditors in their report included in our financial
statements  have  expressed  doubt  about  our  ability  to  continue as a going
company.  That  risk  is  primarily dependent on our ability to raise sufficient
money  to undertake our business plan.  If we do not continue as a business, our
stock  would  be  worth  substantially  less.


<PAGE>
     FORWARD-LOOKING  STATEMENTS AND ASSOCIATED RISKS.  Management believes that
this  Report  on  Form  8-K  contains  forward-looking  statements,  including
statements  regarding,  among other items, the Company's future plans and growth
strategies and anticipated trends in the industry in which the Company operates.
These  forward-looking  statements  are  based largely on the Company's control.
Actual  results could differ materially from these forward-looking statements as
a  result  of  factors  described herein, including, among others, regulatory or
economic influences.  In light of these risks and uncertainties, there can be no
assurance  that  the  forward-looking  information  should  not be regarded as a
representation  by the Company or any other person that the objectives and plans
of  the  Company  will  be  achieved.

                              USE  OF  PROCEEDS

RTEK  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.


<PAGE>
                              SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  employment arrangements, and for compensatory benefit
plans  with  RTEK  for legal and consulting services they provided to RTEK.  The
Selling  Shareholders may resell all, a portion or none of such Shares from time
to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as of December 7, 2000,  the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.

<TABLE>
<CAPTION>



<S>                <C>            <C>            <C>           <C>

                   NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS(1)    BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler  1,103,000 (1)        400,000       703,000      2.3%
-----------------  -------------  -------------  ------------  ------------

Fred Schmidt            200,000         200,000             0      0.0%
-----------------  -------------  -------------  ------------  ------------

Thomas Reichman          50,000          50,000             0      0.0%
-----------------  -------------  -------------  ------------  ------------

Tom Scott                45,000          45,000             0      0.0%
-----------------  -------------  -------------  ------------  ------------

Lee Huffman              25,000          25,000             0      0.0%
-----------------  -------------  -------------  ------------  ------------

</TABLE>

(1) M. Richard Cutler is the sole shareholder of Cutler Law Group, PC which is
RTEK's legal counsel.


                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

<PAGE>
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay  all expenses in connection with this offering and  will
not receive any proceeds from sales of any Shares by the Selling Shareholders.


                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by the Cutler Law Group, Newport Beach, California.  M. Richard Cutler,
the sole shareholder  of Cutler  Law  Group,  PC, holds  1,103,000 shares of the
Company's Common Stock.


                                     EXPERTS

The  balance  sheets  as  of  November  30,  1998 and 1999 and the statements of
operations,  shareholders' equity and cash flows for the periods then ended have
been incorporated by reference in this Registration Statement in reliance on the
report  of James E. Slayton, CPA, independent accountant, given on the authority
of  that  firm  as  experts  in  accounting  and  auditing.


<PAGE>

                                      II-6

                                    PART  II

     INFORMATION  NOT REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)    Registrant's  Form  8-K  for  an event on March 12, 2000, filed with the
Commission  on  March  13,  2000.

(ii)   Registrant's Form 10K-SB filed  with the Commission on March 30, 2000.

(iii)  Registrant's Form 10Q-SB/A filed with the Commission on July 17, 2000.

(iv)   Registrant's Form 10Q-SB/A filed with the Commission on October 27, 2000.

(v)       All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the Company by Cutler Law Group, counsel to the Company.

     M.  Richard  Cutler, the sole shareholder of Cutler  Law Group, PC, holds
1,103,000 shares of the Company's  Common  Stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.


<PAGE>
     The  Corporation  Laws  of  the  State  of Florida and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

     Exhibit  No.          Description
     -----------           -----------

*3.1               Articles  of  Incorporation
*3.2               Bylaws
 5                 Opinion of Cutler Law Group with respect to legality of the
                   securities  of  the  Registrant  being  registered
23.1               Consent  of  James  Slayton,  Certified  Public  Accountant
23.3               Consent of Cutler Law Group (contained in opinion to be filed
                   as  Exhibit  5)
_______________________
*Incorporated  by  reference  to  the  Company's  Form 8-K filed March 13, 2000.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.


<PAGE>
(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

<PAGE>
                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of Los Angeles, State of California,  on December 7,
2000.


     Rubber  Technology  International,  Inc.

     /s/  Trevor Webb

     By:  Trevor Webb,  President and Chief Executive Officer


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.



/s/  Trevor Webb                 President, Chief Executive Officer and Director
______________________


/s/  Fred  Schmidt               Chief  Financial  Officer
______________________


/s/  Terrence  Burke             Director
______________________
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 48051}]
{"company-data": {"conformed-name": "RUBBER TECHNOLOGY INTERNATIONAL INC /FL", "cik": "0001083449", "assigned-sic": "9995", "irs-number": "592728052", "state-of-incorporation": "FL", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51528", "film-number": "785989"}, "business-address": {"street1": "3185 E. WASHINGTON BLVD.", "city": "LOS ANGELES", "state": "CA", "zip": "90023", "phone": "323-268-68"}, "mail-address": {"street1": "3185 E. WASHINGTON BLVD.", "city": "LOS ANGELES", "state": "CA", "zip": "90023"}, "former-company": {"former-conformed-name": "GLOBAL SIGHT INC", "date-changed": "19990407"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 2000

                                               REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     FLORIDA
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   59-2728052
                                (I.R.S. Employer
                               Identification No.)
3185 E. Washington Blvd.
                              Los Angeles, CA 90023
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                             Employment Arrangement
                            Legal Retainer Agreement
                              Consulting Agreements
                            (Full Title of the Plans)
                              ____________________

                                   Trevor Webb
                                    President
                            3185 E. Washington Blvd.
                              Los Angeles, CA 90023
                                 (323) 268-6842
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977
CALCULATION OF REGISTRATION FEE
Title of Securities      Amount to be         Proposed Maximum            Proposed Maximum           Amount of
to be Registered          Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  -------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.0001(2)        720,000                $0.14                      $100,800                $26.62
-----------------------  -------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE                                                                                $32.74
(1) Estimated solely for the purpose of computing the amount of the registration
fee  pursuant  to  Rule  457(c).  Based on the closing price of the Company's
   common stock on December 6, 2000.
(2)  Represents  shares  of  Common  Stock issued to consultants to the Company.
Please  refer  to  the  Selling  Shareholders  section  of  this  document.
EXPLANATORY NOTE

Rubber  Technology  International,  Inc("RTEK")  has prepared this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933, as amended (the "1933 Act"), to register certain shares of common
stock,  par  value  $0.0001  per  share, issued to certain selling shareholders.
Under cover of this Form S-8 is a Reoffer Prospectus RTEK prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings  and  resales of up to 720,000 shares of common stock
acquired  by  the  selling  shareholders.
PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

RTEK  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  RTEK does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.
14

                               REOFFER PROSPECTUS

                      RUBBER TECHNOLOGY INTERNATIONAL, INC.
                            3185 E. WASHINGTON BLVD.
                          LOS ANGELES, CALIFORNIA 90023
                                 (323) 268-6842

                         720,000 SHARES OF COMMON STOCK

The  shares  of  common stock, $0.0001 par value per share, of Rubber Technology
International,  Inc. ("RTEK"or the "Company") offered hereby (the "Shares") will
be  sold  from  time  to  time  by  the  individuals  listed  under  the Selling
Shareholders section of this document (the "Selling Shareholders").  The Selling
Shareholders  acquired  the  Shares  pursuant  to  an  employment  arrangement,
consulting agreements and for legal services agreements for legal and consulting
services that the Selling Shareholders  provided  to  RTEK.

The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions.  RTEK will not
receive  proceeds  from  any  of  the  sale  the Shares.  RTEK is paying for the
expenses  incurred  in  registering  the Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

RTEK's  common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board  under  the  symbol "RTEK."

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  8.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                 December 7, 2000
TABLE OF CONTENTS

Where  You  Can  Find  More  Information          2
Incorporated  Documents                           2
The  Company                                      3
Risk  Factors                                     8
Use  of  Proceeds                                12
Selling  Shareholders                            13
Plan  of  Distribution                           13
Legal  Matters                                   14
Experts                                          14
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

RTEK is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows RTEK to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
RTEK's  Report  on  Form  8-K,  dated  March  13, 2000 is incorporated herein by
reference.  RTEK's  Form 10K-SB,  filed  with  the Commission on March 30, 2000,
RTEK's  Form  10-QSB as filed on July 17, 2000 and RTEK's Form 10-QSB/A as filed
on  October  27,  2000  are  incorporated herein by reference.  In addition, all
documents  filed  or  subsequently  filed  by  the Company under Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act,  before  the  termination of this offering,
are incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial  Officer  at  RTEK's executive offices, located at 3185 E.
Washington  Blvd.,  Los  Angeles,  California 90023.  RTEK's telephone number is
(323)  268-6842.  The  Company's  corporate  Web  site  address  is
http://www.rubbertechnology.com.

                                   THE  COMPANY
BUSINESS

General

     Rubber  Technology  International,  Inc.  ("RTEK") is a Florida corporation
that  accepts  waste  tires from tire retailers, service stations, salvage yards
and  from  clean  up  jobs  with  governmental agencies, private individuals and
companies.

     In  the  early 1990's, Raymond L. Webb and James Mason initiated a business
of  cleaning  up  tire stock piles, collecting and receiving tires for shred and
land  filling  the  remnant  portions.  This  is  the  dominant  business of the
majority  of  companies  in  the  tire  recycling  business.

     In late 1996, this business was incorporated in Nevada as Rubber Technology
International,  Inc. ("RTI-Nevada").    RTEK initiated the preparation of a full
tire  recycling  facility  in  Los  Angeles,  CA.  In  February 1997, RTI-Nevada
purchased  a  Florida-based  publicly traded corporation, Sunshine Capital, Inc.
(SCI),  and  through  a  reverse  merger  technique became company traded on the
over-the-counter bulletin board maintained by Nasdaq.  Concurrently, SCI changed
its  name  to  Rubber  Technology  International,  Inc.  ("RTEK").

     The  common  stock  of  RTI-Nevada  was  exchanged  for the common stock of
Sunshine  Capital,  Inc.  Concurrently,  Sunshine  changed  its  name  to Rubber
Technology  International,  Inc.  The  transaction  took  the  form of a reverse
merger,  with  the  Webb family then owning 3,700,000 shares of RTI common stock
and  the  original  incorporators  owning a minor amount.  A 300 for one reverse
stock  split  was  effected  in  February  1997.
RTEK uses 100% recycled, scrap rubber in a proprietary process to produce a
line  of  molded  rubber  products.  The  scrap  tires  are reduced in size with
shredders, grinders and cracker millsThe steel and nylon fluff are removed with
magnets and blowers at appropriate stages of the production. As a result of this
process,  particles  of  rubber  are  produced.  The particles are called "Crumb
Rubber",  little  pieces  of  rubber  in  varied sizes from 3/8 inch to 40 mesh.
These  materials  pass  through  sizing  screens.

     RTEK sells Crumb Rubber for that can be used in rubberized running tracks,
tennis  courts, rubber railroad crossings, earthquake isolators, traffic safety
devices  and  rubberized  asphalt  for  roads and for other applications and to
manufacturers of  molded  products.

     RTEK  manufactures and sells high quality, recycled rubber for a variety of
applications  within  the  transportation,  agriculture,  sports  and  fitness,
playground  equipment  and  manufacturing  industries. The Company uses recycled
rubber  from scrap tires as the exclusive source of rubber for its own products.
RTEK  also sells processed, recycled rubber as a raw material for use by others.

     RTEK  has  increased  production  of  its  Crumb Rubber and molded products
through  continuous  improvements  of  its  manufacturing  processes.  RTEK  is
currently  implementing new proprietary production methods that it believes will
permit  it  to increase production significantly by shortening of the production
cycle.  These methods will permit the production of products with a wide variety
of  potential  applications.  RTEK  believes  that these new processes will also
permit  more  efficient  use  of  raw materials, thus expanding the use of scrap
tires  as  a  raw  material.

     The  key  components  of  RTEK's  expansion strategy include: (1) expanding
production of RTEK's existing product lines by improving the production process;
(2)  focusing  sales  and marketing efforts on the higher value market segments;
(3)  development  of  new  products  i.e.  playground safety surfacing; and ( 4)
establishing  additional  plants  in  other  locations where large quantities of
scrap  tires  are  located.

     RTEK  is  known  for its innovation and production.  RTEK is developing new
products  and  marketing  these  to industries that are currently using products
made  from  virgin  (new) rubber.   RTEK's industry focus is recycled rubber and
molded  products.  RTEK  markets  to  customers in North America, Europe and the
Pacific  Rim.
Products  and  Services

     The  rubber  tire  recycling industry itself is less than twenty years old.
Over  a dozen states in the United States have established methods, criteria and
support  for  the disposal of used tires. California is an industry leader.  Not
only has it mandated requirements on the landfills within the state, eliminating
obligation to accept tires in the landfills, but the California Integrated Waste
Management  Board  has  established grants and other supportive programs for the
businesses  within  California  to  foster  the  growth  of  all  bona fide tire
recyclers.   Further,  the  state has issued mandates allowing and requiring the
use  of  recycled  products.  Examples  include  the  use  of a mixed rubber and
asphalt  slurry  solution  on most asphalt roads and their repair as well as the
use  of  rubber  byproducts  on  school playgrounds in place of sand and/or wood
fibers.  Rubber  is  safer,  more  resilient  and  less  expensive  than  other
materials.

     The  Company's  product  mix  includes:

     Rubber for garden hose production  Through a sub-contractor during the year
2000,  the Company intends to commence to annually deliver 4.5 million pounds of
product.  Management  of  the  Company anticipates that these requirements could
increase  in  the  event  the  Company  successfully  satisfies  this  contract.

     Asphalt  Rubber  The  Company  currently  delivers  rubber  to  the asphalt
industry.

     Playground Fill  The Company delivers more than one million pounds annually
to local and out of state schools.  This product is ground rubber and fiber to a
3/8"  +/-  size,  without  metal.  The Company will be initiating an advertising
campaign  to  promote  this  product.

     Molded Products .There are two forms of molded products, traffic and safety
products  that the Company produces from its stockpiles and the Company prepares
on  a  service  basis.  Sales of traffic devices have increased to approximately
250,000  pounds  annually.

     Landscape  products,  principally  comprised  of  tree  rings  and borders.
These  are  produced  under  contract  and  sold  in  WalMart  and Target stores

Service  Income

     The  Company  receives  used  tires  for  shredding and grinding into other
products.  For this service the Company is paid a "tipping fee".  There is a fee
paid  in  all jurisdictions for tire recycling but the amount of the fee varies.
In Los Angeles the fee the Company receives ranges from $0.45 to $5.00 per tire.
Competition

     There  are  very  few  full  recyclers  in  any areas.  For example, in Los
Angeles  there  are  approximately eight companies that take in tires.  Of these
companies,  all but five simply shred the tires and land fill the shreds, and of
these shredding companies one has approached RTEK to accept  shredded tires on a
wholesale  basis.  The  stated  goal  of the California Governmental Board is to
eliminate  the  land  filling  of  all  tires and to cause all waste tires to be
recycled  or  reused  in  some  way.

     The two companies in Los Angeles that actually recycle tires are RTEK and a
company that only produces rubber for the rubberized asphalt industry.  RTEK has
a  purchase order from this competitor to cover volume short runs as they occur.
Only  RTEK  creates  a  final  product  from  the  tires  it  receives.

     Last  year,  RTEK  received almost three million pounds of tires.  RTEK can
increase  its receipts of tires without significant expense or revenue reduction
by  increasing collection sites in other counties or states and thereby increase
its  revenues  and  profits.

Trademarks,  Patents,  and  Other  Intellectual  Property

     RTEK's  philosophy  is to utilize existing technology in all its production
applications.  There  are  no  patents,  etc.  in  RTEK's name and no additional
research  and  development  costs  have  been  incurred  in  the  pursuit of new
processes.  All  research  and development is applied to the research of new and
better  products.

Marketing  Plan

     Tire  recycling  is  a  relatively  new  industry.  New  products are being
created  every  day  based  on  the creativity of the inventors and the inherent
characteristics  and components of rubber.  RTEK has recently identified several
recycled products that it intends to market in the future.  Based on its ability
to  produce  these  products,  past  sales,  and  discussions  with  current and
prospective customers, RTEK will concentrate its efforts in (i) mesh for various
products  including  garden  hoses,  (ii)  playground  fill,  and  (iii)  molded
products.  The  receipt  of  tipping fees continues to increase as long as tires
are  being  taken  in  and  products  are  produced  to  customers.

Governmental  Regulations

     Management  of  the  Company  is  not aware of any significant governmental
regulations  on  the  operation  of  its  business,  other  than  environmental
regulations.  Most  jurisdictions  require  a process permit to assure that tire
piles  are  not  allowed  to  accumulate  into  a fire hazard and mosquitoes are
controlled.  RTEK  has  permits  for  its  Los  Angeles  facility.
Properties

     The  Company  presently  has only one production facility, located at  3185
East  Washington Blvd, Los Angeles, CA 90023.  The Company's telephone number is
(323)  268-6842  and  its  facsimile  number  is  (323) 268-7328.  The Company's
offices  contain  approximately  1,800  square feet and the Company's production
facility  of  17,200  square feet houses all equipment necessary to store shred,
grind  and  mold  used  tires  into  marketable  products.

     The  Company's facility is leased for a monthly rental of $12,848 and has a
term  until  December  31,  2001,  with  a  five  year  option  to  extend.
RISK  FACTORS

In  this  section we highlight some of the risks associated with RTEK's business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

     CONFLICTS  OF  INTEREST.  Certain  conflicts  of interest exist between the
Company  and  its officers and directors.  They have other business interests to
which  they  devote  attention,  and  they  may be expected to continue to do so
although management time should be devoted to the business of the Company.  As a
result,  conflicts  of  interest  may  arise  that  can be resolved only through
exercise  of  such  judgment as is consistent with their fiduciary duties to the
Company.

     POSSIBLE  NEED  FOR  ADDITIONAL  FINANCING.  The  Company  has very limited
funds,  and  such  funds  may not be adequate to take advantage of any available
business  opportunities.  Even  if the Company's funds prove to be sufficient to
acquire  an interest in, or complete a transaction with, a business opportunity,
the  Company  may  not  have  enough  capital  to  exploit the opportunity.  The
ultimate  success of the Company may depend upon its ability to raise additional
capital.  The  Company  has  not investigated the availability, source, or terms
that might govern the acquisition of additional capital and will not do so until
it determines a need for additional financing.  If additional capital is needed,
there  is  no  assurance  that  funds  will  be available from any source or, if
available, that they can be obtained on terms acceptable to the Company.  If not
available,  the  Company's  operations  will  be  limited  to  those that can be
financed  with  its  modest  capital.

     REGULATION  OF  PENNY  STOCKS.  The  Company's  securities are subject to a
Securities  and  Exchange  Commission  rule  that imposes special sales practice
requirements  upon broker-dealers who sell such securities to persons other than
established  customers  or  accredited investors.  For purposes of the rule, the
phrase  "accredited investors" means, in general terms, institutions with assets
in  excess  of  $5,000,000,  or  individuals  having  a  net  worth in excess of
$1,000,000  or  having  an  annual  income  that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the  rule,  the  broker-dealer must make a special suitability determination for
the  purchaser  and receive the purchaser's written agreement to the transaction
prior  to  the  sale.  Consequently,  the  rule  may  affect  the  ability  of
broker-dealers  to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop  therefore.

     In addition, the Securities and Exchange Commission has adopted a number of
rules  to  regulate  "penny  stocks."  Such  rules  include Rules 3a51-1, 15g-1,
15g-2,  15g-3,  15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act
of  1934,  as  amended.  Because  the  securities  of the Company may constitute
"penny  stocks"  within  the  meaning of the rules, the rules would apply to the
Company  and  to  its  securities.  The  rules may further affect the ability of
owners  of Shares to sell the securities of the Company in any market that might
develop  for  them.
Shareholders  should  be  aware  that, according to Securities and Exchange
Commission  Release  No.  34-29093,  the market for penny stocks has suffered in
recent  years  from  patterns  of  fraud  and  abuse.  Such patterns include (i)
control  of  the market for the security by one or a few broker-dealers that are
often  related  to  the  promoter or issuer; (ii) manipulation of prices through
prearranged  matching  of  purchases  and  sales  and false and misleading press
releases;  (iii)  "boiler  room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after  prices have been manipulated to a desired level, along with the resulting
inevitable  collapse  of  those prices and with consequent investor losses.  The
Company's  management  is aware of the abuses that have occurred historically in
the  penny  stock  market.  Although  the  Company  does  not  expect to be in a
position  to  dictate  the  behavior  of  the  market  or  of broker-dealers who
participate  in  the  market,  management  will  strive  within  the confines of
practical  limitations  to prevent the described patterns from being established
with  respect  to  the  Company's  securities.

     LIMITED  OPERATING  HISTORY.  The Company was formed in October of 1996 for
implementing  its  business  opportunities.  The  Company  has limited operating
history,  revenues  from  operations,  or  assets.  The Company faces all of the
risks  of  a  new  business and the special risks inherent in the investigation,
acquisition,  or involvement in a new business opportunity.  The Company must be
regarded  as  a  new  or  "start-up"  venture  with all of the unforeseen costs,
expenses,  problems,  and  difficulties  to  which  such  ventures  are subject.

     NO  ASSURANCE  OF SUCCESS OR PROFITABILITY.  There is no assurance that the
Company  will  generate  revenues  or  profits,  or that the market price of the
Company's  Common  Stock  will  be  increased  thereby.

     IMPRACTICABILITY  OF EXHAUSTIVE INVESTIGATION.  The Company's limited funds
and  the  lack  of  full-time  management  will  likely make it impracticable to
conduct  a  complete  and  exhaustive  investigation  and analysis of a business
opportunity  before  the Company commits its capital or other resources thereto.
Management  decisions,  therefore,  will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
the  Company  had  more  funds available to it, would be desirable.  The Company
will  be particularly dependent in making decisions upon information provided by
the promoter, owner, sponsor, or others associated with the business opportunity
seeking  the  Company's  participation.  A  significant portion of the Company's
available  funds  may  be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or  not  any  business  opportunity  investigated  is  eventually  acquired.

     LACK  OF  DIVERSIFICATION.  Because of the limited financial resources that
the  Company  has, it is unlikely that the Company will be able to diversify its
operations.  The  Company's  probable inability to diversify its activities into
more  than one area will subject the Company to economic fluctuations within its
target  industry  and therefore increase the risks associated with the Company's
operations.
DEPENDENCE  UPON  MANAGEMENT;  LIMITED  PARTICIPATION  OF  MANAGEMENT.  The
Company  currently  has several key individuals who are serving as its  officers
and  directors.  The Company will be heavily  dependent  upon  their  skills,
talents, and abilities to implement its business  plan,  and  may,  from time to
time, find that the inability of the officers  and  directors  to  devote  full
time attention to the business of the Company  results  in  a delay in progress
toward implementing its business plan.  Because  investors  will not be able to
evaluate the merits of possible business opportunities  by  the  Company,  they
should critically assess the information concerning  the  Company's  officers
and  directors.

     LACK  OF CONTINUITY IN MANAGEMENT.  The Company does not have an employment
agreement  with  any of its officers and directors, and as a result, there is no
assurance  that  they  will  continue  to  manage  the  Company  in  the future.

     INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.  The  Company's  Articles of
Incorporation  provide  for  the  indemnification  of  its  directors, officers,
employees,  and agents, under certain circumstances, against attorney's fees and
other  expenses  incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company.  The
Company will also bear the expenses of such litigation for any of its directors,
officers,  employees, or agents, upon such person's promise to repay the Company
therefore  if  it  is  ultimately determined that any such person shall not have
been  entitled  to indemnification.  This indemnification policy could result in
substantial  expenditures  by  the  Company  which  it will be unable to recoup.

     DIRECTOR'S  LIABILITY  LIMITED.  The  Company's  Articles  of Incorporation
exclude  personal liability of its directors to the Company and its stockholders
for  monetary  damages  for breach of fiduciary duty except in certain specified
circumstances.  Accordingly,  the Company will have a much more limited right of
action  against  its directors than otherwise would be the case.  This provision
does  not affect the liability of any director under federal or applicable state
securities  laws.

     DEPENDENCE UPON OUTSIDE ADVISORS.  To supplement the business experience of
its  officers  and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or advisors.  The
selection  of  any such advisors will be made by the Company's President without
any  input  from stockholders.  Furthermore, it is anticipated that such persons
may  be  engaged on an "as needed" basis without a continuing fiduciary or other
obligation  to the Company.  In the event the President of the Company considers
it  necessary  to  hire outside advisors, they may elect to hire persons who are
affiliates,  if  they  are  able  to  provide  the  required  services.
LEVERAGED  TRANSACTIONS.  There  is a possibility that any acquisition of a
business  opportunity  by  the  Company  may be leveraged, i.e., the Company may
finance  the  acquisition  of  the business opportunity by borrowing against the
assets  of  the  business  opportunity  to be acquired, or against the projected
future revenues or profits of the business opportunity.  This could increase the
Company's  exposure to larger losses.  A business opportunity acquired through a
leveraged  transaction  is  profitable  only  if it generates enough revenues to
cover  the  related  debt  and  expenses.  Failure  to make payments on the debt
incurred  to  purchase  the  business  opportunity could result in the loss of a
portion  or all of the assets acquired.  There is no assurance that any business
opportunity  acquired  through  a leveraged transaction will generate sufficient
revenues  to  cover  the  related  debt  and  expenses.

     COMPETITION.  The  search for potentially profitable business opportunities
is  intensely  competitive.  The  Company  expects  to be at a disadvantage when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than  the  Company.

     NO FORESEEABLE DIVIDENDS.  The Company has not paid dividends on its Common
Stock  and  does not anticipate paying such dividends in the foreseeable future.

     LOSS  OF  CONTROL  BY  PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may
consider  an  acquisition  in which the Company would issue as consideration for
the  business  opportunity  to be acquired an amount of the Company's authorized
but  un-issued  Common  Stock  that  would,  upon  issuance, represent the great
majority  of  the voting power and equity of the Company.  The result of such an
acquisition  would  be  that  the acquired company's stockholders and management
would  control  the  Company,  and the Company's management could be replaced by
persons  unknown  at this time.  Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's President could sell his control block of stock at a premium price
to  the  acquired  company's  stockholders.

     LIMITED  PUBLIC  MARKET  EXISTS.  There  is a limited public market for the
Company's  common  stock,  and  no  assurance  can  be  given that a market will
continue  or  that  a  shareholder ever will be able to liquidate his investment
without considerable delay, if at all.  The market price for the Company's stock
may  be highly volatile.  Factors such as those discussed in this "Risk Factors"
section  may  have  a significant impact upon the market price of the securities
offered  hereby.  Owing to the low price of the securities, many brokerage firms
may  not  be  willing  to  effect  transactions  in  the  securities.  Even if a
purchaser  finds  a  broker willing to effect a transaction in these securities,
the  combination of brokerage commissions, state transfer taxes, if any, and any
other  selling  costs  may  exceed  the  selling  price.  Further,  many lending
institutions  will  not  permit the use of such securities as collateral for any
loans.

     OUR  AUDITORS  HAVE  ADVISED  THAT  WE HAVE TO OBTAIN ADDITIONAL CAPITAL TO
CONTINUE  IN  BUSINESS.  Our  auditors in their report included in our financial
statements  have  expressed  doubt  about  our  ability  to  continue as a going
company.  That  risk  is  primarily dependent on our ability to raise sufficient
money  to undertake our business plan.  If we do not continue as a business, our
stock  would  be  worth  substantially  less.
FORWARD-LOOKING  STATEMENTS AND ASSOCIATED RISKS.  Management believes that
this  Report  on  Form  8-K  contains  forward-looking  statements,  including
statements  regarding,  among other items, the Company's future plans and growth
strategies and anticipated trends in the industry in which the Company operates.
These  forward-looking  statements  are  based largely on the Company's control.
Actual  results could differ materially from these forward-looking statements as
a  result  of  factors  described herein, including, among others, regulatory or
economic influences.  In light of these risks and uncertainties, there can be no
assurance  that  the  forward-looking  information  should  not be regarded as a
representation  by the Company or any other person that the objectives and plans
of  the  Company  will  be  achieved.

                              USE  OF  PROCEEDS

RTEK  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.
SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  employment arrangements, and for compensatory benefit
plans  with  RTEK  for legal and consulting services they provided to RTEK.  The
Selling  Shareholders may resell all, a portion or none of such Shares from time
to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as of December 7, 2000,  the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS(1)    BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler  1,103,000 (1)        400,000       703,000      2.3%
-----------------  -------------  -------------  ------------  ------------

Fred Schmidt            200,000         200,000             0      0.0%
-----------------  -------------  -------------  ------------  ------------

Thomas Reichman          50,000          50,000             0      0.0%
-----------------  -------------  -------------  ------------  ------------

Tom Scott                45,000          45,000             0      0.0%
-----------------  -------------  -------------  ------------  ------------

Lee Huffman              25,000          25,000             0      0.0%
-----------------  -------------  -------------  ------------  ------------
(1) M. Richard Cutler is the sole shareholder of Cutler Law Group, PC which is
RTEK's legal counsel.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay  all expenses in connection with this offering and  will
not receive any proceeds from sales of any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by the Cutler Law Group, Newport Beach, California.  M. Richard Cutler,
the sole shareholder  of Cutler  Law  Group,  PC, holds  1,103,000 shares of the
Company's Common Stock.

                                     EXPERTS

The  balance  sheets  as  of  November  30,  1998 and 1999 and the statements of
operations,  shareholders' equity and cash flows for the periods then ended have
been incorporated by reference in this Registration Statement in reliance on the
report  of James E. Slayton, CPA, independent accountant, given on the authority
of  that  firm  as  experts  in  accounting  and  auditing.
II-6

                                    PART  II

     INFORMATION  NOT REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)    Registrant's  Form  8-K  for  an event on March 12, 2000, filed with the
Commission  on  March  13,  2000.

(ii)   Registrant's Form 10K-SB filed  with the Commission on March 30, 2000.

(iii)  Registrant's Form 10Q-SB/A filed with the Commission on July 17, 2000.

(iv)   Registrant's Form 10Q-SB/A filed with the Commission on October 27, 2000.

(v)       All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the Company by Cutler Law Group, counsel to the Company.

     M.  Richard  Cutler, the sole shareholder of Cutler  Law Group, PC, holds
1,103,000 shares of the Company's  Common  Stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
The  Corporation  Laws  of  the  State  of Florida and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

     Exhibit  No.          Description
     -----------           -----------

*3.1               Articles  of  Incorporation
*3.2               Bylaws
 5                 Opinion of Cutler Law Group with respect to legality of the
                   securities  of  the  Registrant  being  registered
23.1               Consent  of  James  Slayton,  Certified  Public  Accountant
23.3               Consent of Cutler Law Group (contained in opinion to be filed
                   as  Exhibit  5)
_______________________
*Incorporated  by  reference  to  the  Company's  Form 8-K filed March 13, 2000.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of Los Angeles, State of California,  on December 7,
2000.

     Rubber  Technology  International,  Inc.

     /s/  Trevor Webb

     By:  Trevor Webb,  President and Chief Executive Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

/s/  Trevor Webb                 President, Chief Executive Officer and Director
______________________

/s/  Fred  Schmidt               Chief  Financial  Officer
______________________

/s/  Terrence  Burke             Director
______________________