SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                          FORM 10-QSB/A
                         AMENDMENT NO. 2

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED: March 31, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                 FOR THE TRANSITION PERIOD FROM __________ TO __________

                 Commission File Number 1-15497

                     RecycleNet Corporation
                     ----------------------
      (Exact name of small business issuer in its charter)

                     Utah                             87-0301924
        -------------------------------      ------------------------------
       (State or other jurisdiction of     (IRS Employer Identification No.)
        incorporation or organization)

              7 Darren Place, Guelph, ON N1H 6J2, CANADA
              -------------------------------------------
    (Address of principal executive offices, including Zip Code)

                          519-767-2913
                          ------------
                (Registrant's telephone number,)

Check whether the issuer (1) filed all reports required to be
filed by Sections 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the  registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES  [X]   NO [ ]

The number of common shares outstanding at March 31, 2000: 10,643,947
The number of class N shares outstanding at March 31, 2000: 68,130,269




                 PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



             RECYCLENET CORPORATION AND SUBSIDIARIES

                  INDEX TO FINANCIAL STATEMENTS

                                                                    Page

 Condensed Consolidated Balance Sheets - March 31, 2000 and
December 31, 1999 (Unaudited)                                        F-2

 Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 2000 and 1999 (Unaudited)                     F-3

 Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2000 and 1999 (Unaudited)                     F-4

 Notes to Condensed Consolidated Financial Statements                F-5

                                1

<PAGE>



             RECYCLENET CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE  SHEETS
                           (Unaudited)


                                                 March 31,  December 31,
                                                   2000         1999
                                                 ----------  ----------
                             ASSETS
Current Assets
   Cash                                          $   49,227  $   61,167
   Trade accounts receivable, net of
    $2,065 and $2,168 allowance
   for bad debt                                      42,337      30,289
   Note receivable                                   22,500      15,000
                                                 ----------  ----------
       Total Current Assets                         114,064     106,456
                                                 ----------  ----------
Computer Equipment                                   13,693      13,693
   Less accumulated depreciation                     (5,094)     (3,520)
                                                 ----------  ----------
      Net Equipment                                   8,599      10,173
                                                 ----------  ----------
Total Assets                                     $  122,663  $  116,629
                                                 ==========  ==========

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Trade accounts payable                        $    9,932  $   18,023
   Accrued liabilities                                2,094       2,650
   Deferred revenue                                  51,649      43,328
                                                 ----------  ----------
      Total Current Liabilities                      63,675      64,001
                                                 ----------  ----------
Stockholders' Equity
   Class N common shares (and Class X shares
    of Amalco) - $0.01 par value; 70,896,789
    shares authorized; 68,130,269 shares
    outstanding                                     681,303     681,303
   Common shares - $0.01 par value; 79,103,211
    shares authorized; 10,643,947 shares issued
    and outstanding                                 106,439     106,439
   Additional paid-in capital                       447,926     447,926
   Accumulated deficit                           (1,176,680) (1,183,040)
                                                 ----------  ----------
      Total Stockholders' Equity                     58,988      52,628
                                                 ----------  ----------
Total Liabilities and Stockholders' Equity       $  122,663  $  116,629
                                                 ==========  ==========

See the accompanying notes to condensed consolidated financial statements.
                                2


             RECYCLENET CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS  OF OPERATIONS
                           (Unaudited)

                                                  For the Three Months
                                                     Ended March 31,
                                                 ----------------------
                                                    2000        1999
                                                 ----------  ----------
Sales                                            $  294,605  $   32,234
Cost of Sales                                       173,568           -
                                                 ----------  ----------
Gross Profit                                        121,037      32,234
                                                 ----------  ----------
Operating Expenses
   General and administrative expenses              116,352      44,519
   Exchange gain                                     (1,675)       (105)
   Marketing expense (paid with stock)                    -     196,932
   Professional fees (paid with stock)                    -     423,917
                                                 ----------  ----------
Total Operating Expenses                            114,677     665,263
                                                 ----------  ----------
Net Income (Loss)                                $    6,360  $ (633,029)
                                                 ==========  ==========
Basic Income (Loss) Per Common Share             $     0.00  $    (0.60)
                                                 ==========  ==========
Diluted Income (Loss) Per Common Share           $     0.00  $    (0.60)
                                                 ==========  ==========

See the accompanying notes to condensed financial statements.
                                3


             RECYCLENET CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS  OF CASH FLOWS
                           (Unaudited)

                                                  For the Three Months
                                                     Ended March 31,
                                                 ----------------------
                                                    2000        1999
                                                 ----------  ----------
Cash Flows From Operating Activities
  Net income (loss)                              $    6,360  $ (633,029)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
     Depreciation                                     1,573         117
     Impairment of marketing rights                       -     196,932
     Common stock issued for services                     -     423,917
     Exchange (gain) loss                            (1,675)       (105)
  Changes in assets and liabilities:
     Accounts receivable                            (12,048)      1,624
     Receivable from supplier                        (7,500)          -
     Prepaid expenses                                     -      (4,183)
     Accounts payable                                (8,092)      2,863
     Accrued liabilities                               (556)          -
     Deferred revenue                                 8,321      (1,960)
                                                 ----------  ----------
Net Cash Used in Operating Activities               (13,615)    (13,824)
                                                 ----------  ----------
Cash Flows From Investing Activities
  Purchase of equipment                                   -        (912)
                                                 ----------  ----------
Net Cash Used in Investing Activities                     -        (912)
                                                 ----------  ----------
Cash Flows From Financing Activities
  Proceeds of issuance of common shares                   -     109,476
                                                 ----------  ----------
Net Cash Provided by Financing Activities                 -     109,476
                                                 ----------  ----------
Effect of Exchange Rate Changes on Cash               1,675         105
                                                 ----------  ----------
Increase (Decrease) in Cash                         (11,940)     94,845

Cash at Beginning of Period                          61,167      55,257
                                                 ----------  ----------
Cash at End of Period                            $   49,227  $  150,102
                                                 ==========  ==========

Non  Cash  Investing and Financing Activities  -  During  March
1999, the Company issued 833,717 shares of Class N common stock
as compensation for services valued at $423,917, issued 386,900
shares of Class N common stock to acquire Andela Products  Ltd.
valued at $196,932 and issued 7,877,421 shares of common  stock
to acquire Garbalizer Machinery Corporation valued at zero.

See the accompanying notes to condensed consolidated financial statements.
                                4


                    RECYCLENET CORPORATION
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (UNAUDITED)

NOTE 1-ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The  accompanying  financial statements have been  prepared  by
RecycleNet  Corporation and are unaudited. In  the  opinion  of
management,  the  accompanying unaudited  financial  statements
contain  all  necessary adjustments for  fair  presentation  in
accordance with generally accepted accounting principles in the
United States.

The  accompanying unaudited interim  financial statements  have
been  condensed pursuant to the  rules and regulations  of  the
Securities   and   Exchange  Commission;   therefore,   certain
information  and  disclosures generally included  in  financial
statements  have  been condensed or omitted.  These   financial
statements  should  be read in conjunction with  the  Company's
annual  financial  statements included in the Company's  annual
report  on  Form 10-KSB as of December 31, 1999. The  financial
position  and  results  of operations of  the  interim  periods
presented are not necessarily indicative of the results  to  be
expected for the year ended December 31, 2000.

Basis  of  Presentation -- RecycleNet Corporation  (RecycleNet)
was  incorporated on December 22, 1997 under the  laws  of  the
Province of Ontario, Canada. On March 19, 1999, RecycleNet  was
reorganized  into Amalco, a newly-formed, wholly-owned  Ontario
subsidiary of Garbalizer Machinery Corporation (Garbalizer),  a
Utah corporation, under the terms of a stock exchange agreement
dated February 25, 1999 (the Agreement). Under the terms of the
Agreement,  the  shareholders  of  RecycleNet  exchanged   each
outstanding common share of RecycleNet for 3.869 Class X shares
(equity participating and non-voting) of Amalco and 3.869 Class
N  (voting non-equity participating) shares of Garbalizer.  The
RecycleNet  shareholders were issued  70,896,789  Class  N  and
Class  X shares. The Class N and Class X shares are convertible
into  common shares on the basis of one Class N share  and  one
Class  X  share  for each common share. Prior  to  closing  the
Agreement,  the  Garbalizer shareholders held 7,877,427  common
shares,  after  a 2-for-3 reverse stock split,  which  remained
outstanding   after   the   reorganization.   The    RecycleNet
shareholders  held the equivalent of 90% of the  common  shares
after the reorganization.

For financial reporting purposes, RecycleNet was considered the
accounting  acquirer.  These  financial  statements  have  been
restated  for  all  periods presented for the  effects  of  the
3.869-for-1  stock  split  and  for  the  conversion   of   the
RecycleNet  common shares into Class N and Class X  shares.  In
connection  with the Agreement, Garbalizer transferred  all  of
its  existing assets and operations to a corporation under  the
control  of  its  principal shareholder  in  exchange  for  the
assumption  by  that corporation of all of the  liabilities  of
Garbalizer. Garbalizer thereby became a shell corporation  with
no  operations  and  no  assets prior to the  transaction.  The
common  shares  of  Garbalizer which remained outstanding  were
accounted for as having been issued in the transaction and were
valued  at  zero which was the fair value of the net assets  of
Garbalizer.  The  acquisition of Garbalizer was  accounted  for
under the purchase method of accounting.

Consolidation -- On March 19, 1999, Garbalizer changed its name
to   RecycleNet  Corporation.  The  accompanying   consolidated
financial   statements  include  the  accounts  of   RecycleNet
Corporation  (the  Utah  corporation)  from  the  date  of  its
acquisition,   the   accounts  of   RecycleNet   (the   Ontario
corporation renamed Amalco) and the accounts of Andela Products
Corporation, from the date of its acquisition. The consolidated
entity  is  referred to hereafter as the Company. Inter-company
accounts    and   transactions   have   been   eliminated    in
consolidation.

Business  Condition -- The Company has experienced an operating
profit  of  $6,360 for the three months ended  March  31,  2000
compared to an operating loss of $633,029 for the three  months
ended  March  31,  1999. Cash flows from  operating  activities
during  the  three  months ended March 31, 2000  used  $13,615.
During  the  similar period in 1999, cash flows from  operating
activities used $13,824.

Note Receivable -- At March 31, 2000, the Company had loaned  a
total  of  $22,500 to Andela Tool & Machine as a  loan  towards
their immediate working capital needs. Repayment is expected by
December  31,  2000.  The  loan  is  unsecured.  The  loan   is
non-interest   bearing  and  payment  terms   have   not   been
established.

Revenue Recognition -- Revenue from services are recognized  as
the  services are performed. Web site advertising services  are
charged  on a monthly basis without guarantee of the number  of

                                5

customers  viewing  the web site. Revenues  from  the  Internet
Portal  Services  business are derived from  individual  custom
packages   that  include  any  combination  of  the   following
services:    subscription   fees,   HTML   linking    services,
advertising, and web page construction. Each package is  unique
and  distinctions between services are not made for  accounting
purposes.  The  portal  service revenues  are  derived  from  a
combination  of  fees, which are negotiated  individually  with
each  customer.  The  customer buys a combination  of  services
specific  to  his  needs, upon which the fees  are  based.  The
Company charges a per-client, per-month repetitive service fee,
regardless  of  the  services provided.  With  respect  to  the
Internet  portal sites that facilitate e-commerce trading,  the
Company  only  charges  a monthly fee  for  services  that  are
provided to customers.  The Company does not charge sellers  or
buyers a percentage of the value of their transactions nor does
the  Company charge a back-end fee. Customer payments  received
in  advance  of  providing services are  recorded  as  deferred
revenue and are then recognized proportionately as services are
performed.

Sales of equipment over the Internet are recognized on the date
payment is received and any right of return by the customer has
expired.

NOTE 2-BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE

Basic  income (loss) per common share is calculated by dividing
net  income  (loss) by the weighted-average  number  of  common
shares  outstanding. Diluted income (loss) per common share  is
calculated to give effect to potentially issuable common shares
except  during  loss  periods when those  potentially  issuable
shares are anti-dilutive.

The following table shows the weighted-average number of common
shares  used  in  the calculation of basic and  diluted  income
(loss) per common share:

                                                For the Three Months Ended
                                                         March 31,
                                                 ------------------------
                                                       2000        1999
                                                 -----------  -----------
   Net income (loss)                             $     6,360  $  (633,029)

  Weighted-average number of common
    shares used in basic income (loss) per
      common share calculation                    10,643,947    1,050,324
  Incremental potentially issuable common
     shares from assumed conversion of Class
       N common shares                            68,130,269            -
                                                 -----------  -----------
  Weighted-average number of common
    shares and dilutive potential common
    shares used in diluted income (loss) per
     common share calculation                     78,774,216    1,050,324
                                                 ===========  ===========

At  March 31, 1999, there were 70,896,789 Class N (and Class X)
shares  outstanding that were excluded from the calculation  of
diluted  loss  per share for the three months ended  March  31,
1999.

NOTE 3--STOCKHOLDERS' EQUITY

The Company has 70,896,789 common shares authorized as Class  N
common shares. The Class N common shares have voting rights  of
one  vote  per share and are non-equity participating.  Amalco,
the  Ontario  subsidiary, is authorized to issue  an  unlimited
number  of Class X common shares. The Class X common shares  of
Amalco are non-voting but equity participating. The Class N and
Class  X shares are convertible into common shares on the basis
of  one Class N share and one Class X share of Amalco for  each
common  share  of  the  Company solely at  the  option  of  the
shareholders.

                                6

During  February through March 1999, the Company issued 213,570
shares  of  Class N (and Class X) common stock  for  cash.  The
proceeds  from the issuance were $109,476 or $0.51  per  share.
During March 1999, the Company issued 833,717 shares of Class N
(and  Class  X)  common  stock for services.  The  shares  were
recorded  at their fair value of $423,917, or $0.51 per  share,
based  upon  the price shares were issued for cash during  that
same time.

On March 11, 1999 the Company issued 386,900 shares of Class  N
and  Class X common stock to acquire Andela Products Ltd.   The
value  assigned to the shares was $196,932, or $0.51 per share,
based  upon  the price shares were issued for cash during  that
same  time.  The  purchase  price  was  allocated  entirely  to
marketing  rights  held  by  Andela.  Upon  acquiring   Andela,
management  assessed  the investment for impairment,  based  on
estimated discounted net future cash flows and determined  that
the   investment  was  impaired.   Accordingly,   the   Company
recognized  an  impairment loss of $196,932  during  the  three
months ended March 31, 1999.


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

Cautionary Statement Regarding Forward-Looking Statements

Certain  statements contained in this Section and elsewhere  in
this  Form  10-QSB  regarding matters that are  not  historical
facts  are forward-looking statements (as such term is  defined
in  the  Private  Securities Litigation Reform  Act  of  1995).
Because  such  forward-looking  statements  include  risks  and
uncertainties, actual results may differ materially from  those
expressed  or  implied by such forward-looking statements.  All
statements  that  address  operating  performance,   events  or
developments   that   management  expects   or  anticipates  to
incur in the future, including statements relating to sales and
earnings   growth  or  statements  expressing  general optimism
about     future   operating   results,   are   forward-looking
statements.  The  forward-looking  statements   are  based   on
management's  current views and assumptions   regarding  future
events  and  operating performance. Many  factors  could  cause
actual results to differ materially from estimates contained in
management's forward-looking  statements.  The differences  may
be caused by a variety of factors, including but not limited to
adverse    economic    conditions,    competitive    pressures,
inadequate  capital,  unexpected  costs,  lower  revenues,  net
income  and   forecasts,  the possibility  of  fluctuation  and
volatility  of our operating results  and financial  condition,
inability to carry out marketing  and  sales plans and loss  of
key executives, among other things.

Overview
The following discussion of the financial condition and results
of operations of the Company should be read in conjunction with
the  financial  statements and notes related thereto,  included
elsewhere in this report.

RecycleNet  Corporation provides "Global  Access  to  Recycling
Markets"  (GARM)  through Internet portals that  facilitate  e-
commerce  trading.  The Company's web sites  are  described  in
"Description of Business" above.

Results of Operations
RecycleNet  Corporation  (an Ontario Private  Corporation)  was
incorporated  on  December 22, 1997 and purchased  the  ongoing
business  proprietorship  of  Mr.  Paul  Roszel.  The   Company
operated  its business activities and continued to  expand  its
operations   throughout   the  following   period.   RecycleNet
Corporation  (Ontario),  since  its  inception,  has   provided
Internet  services  and has received all of its  sales  revenue
from these activities.

On March 19, 1999, RecycleNet Corporation (Ontario) completed a
reverse   share  acquisition  with  the  Garbalizer   Machinery
Corporation, a Utah corporation. None of the previous  business
activities  of Garbalizer Machinery Corporation were  continued
on  in the new parent. Consequently, none of the operations  of
Garbalizer Machinery Corporation are discussed in the following
financial analysis.

                                7


Revenues from the Internet Portal Services business are derived
from individual custom packages that include any combination of
the   following  services:  subscription  fees,  HTML   linking
services, advertising, and web page construction. Each  package
is  unique and distinctions between services are not  made  for
accounting  purposes. The portal service revenues  are  derived
from  a  combination of fees, which are negotiated individually
with each customer. The customer buys a combination of services
specific to his needs, upon which the fees are based. The  fees
are  recorded  in total dollar amounts, as the Company  has  no
reasonable  method available to subdivide the revenues  on  its
books. We believe there is no material difference in fees  from
the  various  aspects  of  its web site  services  segment  and
therefore  the web site fees from the individual  services  are
not  separately identified. The business model requires a  per-
client,  per-month  repetitive service fee, regardless  of  the
services  provided. With respect to the Internet  portal  sites
that facilitate e-commerce trading, the Company only charges  a
monthly  fee for services that are provided to customers.   The
Company does not charge sellers or buyers a percentage  of  the
value of their transactions nor does the Company charge a back-
end fee.

The  two other business segments, Application Services Provider
services  (formerly  known as "proprietary exchange  software")
and  E-commerce Services are still in development,  except  for
selling equipment over the Internet.

Throughout the reporting periods shown hereafter, common  stock
was issued for various items (i.e. business and start-up costs,
merger  costs  and professional fees). United States  generally
accepted  accounting principles requires that  we  value  these
shares   at   reasonable  current  values  when   issued.   The
consolidated  statements of operations reflect  these  expenses
paid  with  stock  as  well as services and  office  facilities
contributed by principal stockholders. To assist the readers of
these financial statements, we have reported normal operational
sales  and expenses and also itemized expenses paid with  stock
and   services   and   facilities  contributed   by   principal
stockholders.  The  expenses resulting  from  the  issuance  of
common  stock and from the contributed services and  facilities
did  not  reduce  our  cash balances throughout  the  reporting
periods.

Sales  Revenues - Sales revenues recorded for the first quarter
of  2000 of $294,605 were $262,371 over the same period in 1999
of $32,234.

Revenue  from  our portal business continues to increase  at  a
very  favorable rate reaching $121,037 for the three months  of
2000,  compared to $32,234 for the similar period of 1999.  The
increase was attributable to increased interest in our web site
and  from increased selling efforts by our personnel. Sales  of
equipment  over the Internet through our Andela  Products  Ltd.
business were $173,568 during the three months ended March  31,
2000  compared  to none during the same period  of  1999.  This
increase  is  also  due  to  our increased  sales  efforts  and
activities of our personnel; however, as explained below, these
sales  did  not  generate  a  gross profit.  We  are  currently
experiencing orders for large custom equipment in this business
but do not know whether the sales activity will be sustained in
future periods.

Gross  Profit  - Gross profit of $121,037 for the three  months
ended  March  31, 2000 was $88,803 over the similar  period  in
1999.  This gross profit improvement is a direct result of  our
correspondingly higher sales revenues in each of the comparable
periods  and  is  being  generated from  our  portal  business.
Although  we are recording increased revenues in our  sales  of
equipment  over  the  Internet  through  our  Andela   Products
business,  we  are  not receiving any gross profit  from  these
activities  and  do not believe these sales will  generate  any
gross profit in the future. We continue to focus our activities
at  generating  revenues associated with our web site  services
and graphic advertising due to their gross profit potential.

Operating  Expenses  -  General  and  administrative   expenses
increased  from  $44,519 for the three months ended  March  31,
1999  to  $116,352 for the similar period of 2000.  The largest
expenditure  in this category is salaries and related  benefits
and  represents  $81,875  of the $116,352  total.  Starting  in
January  of  1999  we  commenced  hiring  four  contract  sales
personnel.  The increased cost of these personnel,  along  with
increased   telephone  expenditures,  resulted   in   achieving
correspondingly  strong  sales revenue increases  as  explained
above.  Traveling expenditures in the year 2000  were  slightly
higher  as we continue our efforts to attend trade shows,  web-
related   conventions  and  continued  promotional   activities
regarding  RecycleNet's  progress in  the  business  community.
Management  is  monitoring its costs closely and will  increase
expenditures only when we can see some benefits from doing so.

                                8

Non-recurring expenses during the three months ended March  31,
1999  resulted  from recognition of $196,932 of  impairment  of
marketing   rights  acquired  in  the  Andela   Products   Ltd.
acquisition, and $423,917 of professional fees paid with common
stock. No comparable expenses were incurred in 2000.

The  Company  acquired Andela Products Ltd. by issuing  386,900
shares  of Class N and Class X common stock on March 11,  1999.
The  shares  issued  were  recorded  at  their  fair  value  of
$196,932. The acquisition was accounted for using the  purchase
method  of  accounting. The acquisition was for the purpose  of
obtaining   marketing  rights  to  glass  recycling   equipment
produced  by Andela T & M which had been transferred to  Andela
Products  Ltd.  Accordingly, the purchase price  was  allocated
entirely  to the marketing rights. Based upon an assessment  of
the  estimated net future cash flows from the marketing rights,
as evidenced by the lack of gross profit from the sale of glass
recycling  equipment after the purchase, management  determined
that  the  marketing rights were impaired and were written  off
during 1999.

During  March 1999, the Company issued 833,717 Class  N  shares
for  managerial, legal, accounting and operating services.  The
shares  were recorded at their fair value of $423,917 or  $0.51
per  share  based  upon the price shares were issued  for  cash
during  that  same time. The shares were issued to  individuals
who  consisted  of  employees  of  the  Company's  ISP  service
provider,  the president of the Company, an employee of  Inter-
Continental,  which is an affiliate of the Company,  a  lawyer,
and the internal accountant for the Company, as follows:

     Name                               Number of Shares
     ----                               ----------------
     Keith Winter                           10,832
     Mike Tansca                            10,832
     Mikael Prydz                          181,940
     John Robb                             386,900
     Gregory Hertzberger                    30,952
     Richard Ivanovick                     210,667
     Other rounding differences              1,594
                                         ---------
                                           833,717
                                         =========

The  professional fees and the merger and acquisitions expenses
paid  with  common  stock  were one-time  costs  and  will  not
continue and were not incurred in 2000. These expenses were not
paid  out in cash and did not reduce our bank and cash balances
nor did it affect our liquidity position.

Net Income (Loss) - RecycleNet recorded a $6,360 profit for the
first  three  months of the year 2000 compared  to  a  loss  of
$633,029  during the three months ended March 31,  1999.  Basic
and  diluted income per common share were $0.00 for  the  three
months  ended  March 31, 2000 compared to a basic  and  diluted
loss per common share of $0.60 for the three months ended March
31, 1999.

The large losses recorded in 1999 were primarily related to the
lack  of  significant gross profit and from  the  non-recurring
expenses discussed above.

Liquidity and Capital Resources
At  March  31,  2000,  the  Company's cash  position  decreased
$11,940 from $61,167 at December 31, 1999 to $49,227. Operating
activities  used $13,615 of cash during the three months  ended
March  31,  2000  compared to the use of $13,824  in  operating
activities during the same period of 1999. The Company  had  no
investing or financing activities during the three months ended
March 31, 2000.

Our  balance sheet records no bank indebtedness, nor any  long-
term  debt. Our working capital was $50,389 at March  31,  2000
compared  to  $42,455  at December 31, 1999.  The  increase  in
working capital consisted of an increase in accounts receivable
of $12,048, an increase in the note receivable from Andela Tool
and  Machinery of $7,500, a decrease in trade accounts  payable
of  $8,092,  and in accrued liabilities of $556, offset  by  an
increase in deferred revenue of $8,321. These changes  are  all
the  result of increased sales revenue and related selling  and
operating costs.

RecycleNet  advanced $22,500 to Andela Tool  and  Machinery  to
assist in their short-term working capital requirements. Andela
Tool  and  Machinery  is the supplier of  the  glass  recycling
equipment  the Company sells over the Internet and  the  entity
from  whom  Andela Products Ltd. was acquired. Sales  of  glass
recycling  equipment have increased the business  activity  for
Andela  Tool  and  Machinery as well  as  its  working  capital

                                9

requirements.  As  a  result, the Company assisted  in  funding
those  requirements. Jim and Cindy Andela, who are  also  minor
shareholders  of  RecycleNet Corporation, own Andela  Tool  and
Machinery.  Repayment of the loan is expected by  December  31,
2000  and  a $5,000 payment has been received during the  third
quarter  of  2000.  The loan is unsecured.  The  loan  is  non-
interest bearing and payment terms have not been established.

Deferred  revenue  at  June 30, 2000 of  $51,649  was  slightly
higher than the $43,328 recorded at December 31, 1999. Deferred
revenue  results from RecycleNet customers who  pay  for  their
services  or  advertising in advance,  either  quarterly,  half
yearly  or  annually.  The Company records deferred revenue  as
payments    are   received.   The   revenues   are   recognized
proportionately each month as the services are performed.

The  Company  experienced operating losses  of  $1,129,679  and
$11,082  during  the years ended December 31,  1999  and  1998,
respectively, and had income of $6,360 during the three  months
ended March 31, 2000.  The Company had negative cash flows from
operating  activities of $94,513 and $11,082 during  the  years
ended  December  31,  1999 and 1998, respectively  and  $13,615
during  the three months ended March 31, 2000. These conditions
raise substantial doubt about the Company's ability to continue
as  a  going concern. The accompanying financial statements  do
not  include any adjustments relative to the recoverability and
classification of the asset carrying amounts or the amount  and
classification  of  liabilities  that  might  result  from  the
outcome   of   this  uncertainty.  Management'  plans   consist
primarily of becoming profitable and maintaining profitability.
However,  there  is  no  assurance  of  maintaining  profitable
operations.

Since we  have no bank indebtedness or  any long-term debt, all
cash  generated  from operations will be used  to  improve  and
expand  our  business. Actual cash needs in the short-term  and
the  long-term  should be provided by operations.  The  Company
does  not  have any plans to raise additional external capital.
Should the Company experience losses, as it has in the past, it
may be unable to pay its obligations when due.

Acquisition   of  fiberglass.com  -  At  December   31,   2000,
fiberglass.com, inc., a Utah corporation, met certain  criteria
for  acquisition and on January 2, 2001, RecycleNet Corporation
acquired   all   of   the   outstanding   capital   stock    of
fiberglass.com, inc., . The fiberglass.com shares were acquired
primarily  from  current  holders of  Class  N  shares  of  the
Company.  The consideration for the acquisition was  32,500,650
shares  of common stock. The acquisition will be accounted  for
as  a  reorganization  of  entities under  common  control  and
recorded   at   the   historical  cost   of   the   assets   of
fiberglass.com,   inc.  The  assets  of  fiberglass.com,   inc.
included  $108,798  in cash, the Internet  portal,  "Fiberglass
World," the Internet portal, "House of Glass," as well  as  the
domain     names    fiberglass.com,    glasschange.com,     and
glasschange.net   and  other  intangible  assets  relating   to
customers'  access  to these Internet portals.  There  were  no
outstanding liabilities or debts in fiberglass.com, inc.

The  fiberglass.com shares were acquired primarily from current
holders  of  Class  N shares of the registrant.   The  class  N
shares are convertible into common shares of the registrant  on
a  one-for-one basis at the discretion of the holders  thereof.
The  largest  shareholder of fiberglass.com,  inc.  was  Inter-
Continental  Recycling Inc., which received  15,637,852  common
shares of the registrant, or 48% of the shares issued by it, in
the   acquisition.  Inter-Continental  Recycling,  Inc.,   owns
58,033,269 Class N shares of the registrant, which is 87.34% of
the currently outstanding Class N shares of the Company. Inter-
Continental is beneficially owned by Paul Roszel, the President
and a director of the registrant.  In addition, Mr. Roszel owns
of  record 5,526,312 Class N shares, or 8.3% of the outstanding
class  N shares of  the registrant and he and his wife received
an  aggregate  of  1,785,750  common  shares  of  the  Company,
directly  and  indirectly,  in exchange  for  their  shares  in
fiberglass.com, inc.

Richard  Ivanovick,  an officer and director  of  the  Company,
holds  directly and indirectly an aggregate of 636,422 Class  N
shares  of the registrant and received 2,857,200 common  shares
in  exchange for shares in fiberglass.com, inc. owned  by  him.
Keith  A.  Deck,  a  director of the Company  received  200,004
common  shares  in exchange for shares on fiberglass.com,  inc.
owned by him.

                                10

ITEM  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
RISK

Competition for Internet products and services, advertising and
e-commerce  is  intense.  The Company expects that  competition
will continue to intensify.  Barriers to entry are minimal, and
competitors can launch new Web sites at a relatively low  cost.
It competes for a share of a customer's advertising/promotional
budget  with  online services and traditional  off-line  media,
such as print and trade associations.

Competitors may develop Internet products or services that  are
superior  to  or  have  greater  market  acceptance  than   the
Company's  solutions.  If it is unable to compete  successfully
against   its   competitors,  business   condition,   financial
condition, and operating results will be adversely affected.

Many  of  the  Company's competitors have  much  greater  brand
recognition   and  greater  financial,  marketing   and   other
resources. This may place it at a disadvantage in responding to
its  competitors'  pricing strategies, technological  advances,
advertising   campaigns,  strategic  partnerships   and   other
initiatives.


                  PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None. Not applicable.

                                11


                          SIGNATURES

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


                               RecycleNet Corporation


March 6, 2001                     /s/  Paul Roszel
                                __________________________________________
                                Paul Roszel, President and Chairman of the
                                Board of Directors


March 6, 2001                    /s/ Richard Ivanovick
                                __________________________________________
                                Richard Ivanovick, C.A., Chief Financial
                                and Accounting Officer

                                12