SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q





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


SECURITIES
EXCHANGE ACT OF 1934





FOR
THE QUARTERLY PERIOD ENDED:  March 31, 2009





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)





175 East 400 South, Suite
900, Salt Lake City Utah, 84111


(Address
of principal executive offices, including Zip Code)





801-531-0404


(Issuer's
telephone number)





(Copies
to:)


Steve
Taylor, 175 East 400 South, Suite 900 Salt Lake City, Utah,
84111              801
578-3283





Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes  (
x )    No (  )





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company:


Large
Accelerated
Filer   (    )                                Accelerated
Filer (   )


Non-Accelerated
Filer     (    )                                Smaller
Reporting Company ( x )





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act:    Yes
(  )   No  ( x )





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest applicable date:





The
number of common shares outstanding at May 8,
2009:   79,091,412


The
number of class N shares outstanding at   May 8,
2009:   56,800,000








RECYCLENET
CORPORATION AND SUBSIDIARIES


FORM
10-Q


QUARTER
ENDED March 31, 2009





TABLE
OF CONTENTS





PagePART
      I – FINANCIAL INFORMATIONItem
      1.
                                      Financial
      StatementsCondensed
      Consolidated Balance Sheets March 31, 2009 and December 31, 2008
      (Unaudited)
                                      3Condensed
      Consolidated Statements of Operations for the Three Months Ended March 31,
      2009 and 2008 (Unaudited)
                                      4Condensed
      Consolidated Statements of Cash Flows for the Three Months Ended March 31,
      2009 and 2008 (Unaudited)
                                      5Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                                      6Item
      2.
                                      Management’s
      Discussion and Analysis of Financial Condition and Results
      of Operations
                                      8Item
      3.
                                      Quantitative
      and Qualitative Disclosures About Market Risk
                                      10Item
      4T.
                                      Controls
      and Procedures
                                      10PART
      II – OTHER INFORMATIONItem
      1.
                                      Legal
      Proceedings
                                      11Item
      1A.
                                      Risk
      Factors
                                      11Item
      2.
                                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                                      11Item
      3.
                                      Defaults
      Upon Senior Securities
                                      11Item
      4.
                                      Submission
      of Matters to a Vote of Security Holders
                                      11Item
      5.
                                      Other
      Information
                                      11Item
      6.
                                      Exhibits
                                      11Signatures
                                      
                                      12














PART
I – FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS






RECYCLENET
      CORPORATION AND SUBSIDIARIESCONDENSED
      CONSOLIDATED BALANCE SHEETS(Unaudited)March
      31,
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    December
      31,2009
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2008ASSETSCurrent
      AssetsCash
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    46,263
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    41,348Trade
      accounts receivable, net of allowance for bad debt of$2,500
      and $2,500, respectively
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    13,460
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    13,213Prepaid
      expenses
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    4,573
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    6,061Total
      Current Assets
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    64,296
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    60,622Property
      and EquipmentEquipment
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    21,422
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    21,422Less:
      Accumulated depreciation
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (13,924
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (12,853
                                                                                                                                    )Net Property and Equipment
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    7,498
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    8,569Related
      party receivable
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    163,882
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    160,892Total
      Assets
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    235,676
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    230,083LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesRelated
      party accounts payable
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    17,320
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    8,702Accrued
      liabilities
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    28,860
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    29,494Deferred
      revenue
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    62,835
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    57,074Total Current Liabilities
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    109,015
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    95,270Stockholders'
      EquityClass
      N convertible shares $0.01 par value;70,896,789 shares authorized; 56,800,000 and 56,800,000 Class N
      sharesissued and outstanding, respecitvely
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    568,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    568,000Common
      shares - $0.01 par value; 179,103,211 shares authorized;79,091,412 and 79,091,412 shares issued and oustanding,
      respectively
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    790,914
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    790,914Additional
      paid-in capital
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    4,462
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    4,462Accumulated
      deficit
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (1,236,715
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (1,228,563
                                                                                                                                    )Total Stockholders' Equity
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    126,661
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    134,813Total
      Liabilities and Stockholders' Equity
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    235,676
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    230,083









3





RECYCLENET
      CORPORATION AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)For
      the Three Months Ended March 31,
                                                            
                                                            2009
                                                            
                                                            
                                                            
                                                            2008Sales
                                                            
                                                            $
                                                            112,821
                                                            
                                                            
                                                            
                                                            $
                                                            188,605Operating
      ExpensesSelling, general and administrative expenses
                                                            
                                                            
                                                            120,973
                                                            
                                                            
                                                            
                                                            
                                                            165,346Total Operating Expenses
                                                            
                                                            
                                                            120,973
                                                            
                                                            
                                                            
                                                            
                                                            165,346Net Income (Loss)
                                                            
                                                            $
                                                            (8,152
                                                            )
                                                            
                                                            
                                                            $
                                                            23,259Basic
      Income (Loss) Per Common Share
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            
                                                            $
                                                            -Diluted
      Income (Loss) Per Common Share
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            
                                                            $
                                                            -Basic
      Weighted-Average Common Shares Outstanding
                                                            
                                                            
                                                            79,091,412
                                                            
                                                            
                                                            
                                                            
                                                            79,091,412Diluted
      Weighted-Average Common Shares Outstanding
                                                            
                                                            
                                                            79,091,412
                                                            
                                                            
                                                            
                                                            
                                                            135,891,412





See the
accompanying notes to the condensed consolidated financial
statements.


4







RECYCLENET
      CORPORATION AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)For
      the Three Months Ended March 31,
                                                                      
                                                                      2009
                                                                      
                                                                      
                                                                      2008Cash
      Flows From Operating Activities:Net
      income (loss)
                                                                      
                                                                      $
                                                                      (8,152
                                                                      )
                                                                      
                                                                      $
                                                                      23,259Adjustments
      to reconcile net income to net cash provided
      by operating activities:Depreciation
                                                                      
                                                                      
                                                                      1,071
                                                                      
                                                                      
                                                                      
                                                                      1,072Changes
      in assets and liabilities:Accounts and other receivables
                                                                      
                                                                      
                                                                      (247
                                                                      )
                                                                      
                                                                      
                                                                      14Prepaid expenses
                                                                      
                                                                      
                                                                      1,488
                                                                      
                                                                      
                                                                      
                                                                      835Accrued liabilities and accounts payable
                                                                      
                                                                      
                                                                      7,984
                                                                      
                                                                      
                                                                      
                                                                      (3,201
                                                                      )Deferred revenue
                                                                      
                                                                      
                                                                      5,761
                                                                      
                                                                      
                                                                      
                                                                      (5,528
                                                                      )Net Cash Provided By Operating Activities
                                                                      
                                                                      
                                                                      7,905
                                                                      
                                                                      
                                                                      
                                                                      16,451Cash
      Flows From Investing Activities:Advances to related party
                                                                      
                                                                      
                                                                      (2,990
                                                                      )
                                                                      
                                                                      
                                                                      (2,500
                                                                      )Net Cash Used In Investing Activities
                                                                      
                                                                      
                                                                      (2,990
                                                                      )
                                                                      
                                                                      
                                                                      (2,500
                                                                      )Net Cash Used in Financing Activities:
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      -Net
      Change in Cash
                                                                      
                                                                      
                                                                      4,915
                                                                      
                                                                      
                                                                      
                                                                      13,951Cash
      at Beginning of Period
                                                                      
                                                                      
                                                                      41,348
                                                                      
                                                                      
                                                                      
                                                                      52,364Cash
      at End of Period
                                                                      
                                                                      $
                                                                      46,263
                                                                      
                                                                      
                                                                      $
                                                                      66,315






See the
accompanying notes to the condensed consolidated financial
statements.




5


RECYCLENET
CORPORATION AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
1–ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES





Basis of Presentation — The
accompanying condensed consolidated financial statements have been prepared by
RecycleNet Corporation and are unaudited.  In the opinion of
management, the accompanying unaudited financial statements contain all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation in accordance with accounting principles generally accepted in
the United States of America.





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-K as of December 31, 2008. 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, 2009.





Recent Accounting
Pronouncements —
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard Number 157, Fair Value Measurements,
(SFAS 157) which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosures about
fair value measurements. The provisions of SFAS No. 157 related to
financial assets and financial liabilities were effective during
2008.  With respect to certain nonfinancial assets and nonfinancial
liabilities, SFAS No. 157 is effective for fiscal years beginning after
November 15, 2008, and interim periods within those fiscal
years.  The adoption of SFAS No. 157 with respect to nonfinancial
assets and nonfinancial liabilities had no material impact on the consolidated
financial statements.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities.  SFAS No. 161 amends SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities to require enhanced disclosures
concerning the manner in which an entity uses derivatives (and the reasons it
uses them), the manner in which derivatives and related hedged items are
accounted for underSFAS No. 133 and interpretations
thereof, and the effects that derivatives and related hedged items have on an
entity's financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements of fiscal
years and interim periods beginning after November 15, 2008.  The
adoption of SFAS No. 161 had no material impact on the consolidated financial
statements.





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, and
SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements. SFAS No. 141(R) requires an
acquirer to measure the identifiable assets acquired, the liabilities assumed
and any non-controlling interest in the acquired entity at their fair values on
the acquisition date, with goodwill being the excess value over the net
identifiable assets acquired. SFAS No. 160 clarifies that a non-controlling
interest in a subsidiary should be reported as equity in the consolidated
financial statements, consolidated net income shall be adjusted to include the
net income attributed to the non-controlling interest and consolidated
comprehensive income shall be adjusted to include the comprehensive income
attributed to the non-controlling interest. The calculation of earnings per
share will continue to be based on income amounts attributable to the parent.
SFAS No. 141(R) and SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15, 2008. The
adoption of SFAS No. 141(R) or SFAS No. 160 had no material
impact on our consolidated financial statements.








NOTE
2–RELATED PARTY TRANSACTIONS





Related Party Receivable — As of March 31, 2009, the
Company had advanced $163,882 to Scrap China Corporation, a related party
through common ownership of the majority shareholder.  This resulted
from expenses incurred for travel, management and legal and accounting expenses
paid on behalf of Scrap China Corporation.  Additional funds, if
required, will be provided by the Company and will be treated as an advance to a
related party.  These advances are due on demand and bear no
interest.





6


Service Agreements — The Company has an agreement
with Inter-Continental Recycling, Inc. and its wholly owned subsidiary Cooksmill
NetSystems, Inc. to provide various services for the Company. Inter-Continental
Recycling, Inc., and as such Cooksmill NetSystems, Inc., is 100% owned by the
immediate family of the President of the Company.  The Company is
billed monthly for services supplied for management and sales activities, which
vary monthly based on the activity level. The charges for these services for the
three months ended March 31, 2009 and 2008 were $63,024 and $69,458,
respectively.





Cooksmill
NetSystems Inc. provides Rhodium Webweaver Services to the Company for website
management and e-commerce software (ISP) and the fees for this service are
billed to the Company on a monthly basis. The Rhodium Webweaver Services (ISP)
charges for each of the three months ended March 31, 2009 and 2008 were $6,000
and $6,000 respectively.





All
management and staff are retained on an unwritten contract basis under a related
party transaction with Inter-Continental Recycling, Inc. Because of the
affiliation between Inter-Continental and the Company, the agreement between
them has no definite duration and will continue as necessary for the conduct of
business by the Company. Inter-Continental assigns and provides employees to the
Company as long as the Company requires them and can pay the associated costs.
Inter-Continental provides services to and for the Company by employees of
Inter-Continental. There is no mark-up or other charge incurred by the Company
from Inter-Continental and the Company pays the same amount for services for the
Inter-Continental employee’s as does Inter-Continental. The management/staff
charges for the three months ended March 31, 2009 and 2008 were $57,024 and
$57,538, respectively.





Inter-Continental
Recycling, Inc. and the Company are also engaged in a merchant services
agreement. On behalf of Inter-Continental Recycling, Inc. the Company operates,
maintains, bills and collects payments for services offered on web sites owned
by Inter-Continental Recycling, Inc.  The Company then issues payment
to Inter-Continental Recycling, Inc. for an agreed upon rate.  The
commissions paid recorded by the Company for this merchant service agreement
with Inter-Continental Recycling, Inc. for the three months ending March 31,
2009 and 2008 were $0 and $5,920, respectively.





The
Company engaged in an affiliate marketing agreement with Cooksmill NetSystems,
Inc. on January 1, 2008.  Through this affiliate marketing agreement,
Cooksmill NetSystems, Inc. pays the Company (the “Affiliate”) a commission on
net Pay-Per-Lead service sales generated by customers referred by the Company’s
web sites.





The
Company has office space in a facility owned by the President of the Company.
For the three months ended March 31, 2009 and 2008, rent expense was $600 and
$600, respectively.





NOTE
3–STOCKHOLDERS’ EQUITY





The
Company is authorized to issue 250,000,000 common shares with a par value of
$0.01 per share. The Board of Directors is authorized to designate one or more
series within the class of common shares and to designate relative preferences,
limitations and rights. The Board has designated 70,896,789 common shares as
Class N shares. At March 31, 2009, 56,800,000 Class N shares were
outstanding.  The Class N shares have voting rights of one vote per
share and have no right, preference or ability to share in the net assets of the
corporation upon dissolution.  The Class N shares are directly
convertible to common shares on a one for one basis, solely at the option of the
holders.





NOTE
4–BASIC AND DILUTED INCOME 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 by dividing net income (loss) by the
weighted-average number of Class N shares and common shares outstanding to give
effect to potentially issuable common shares, except during loss periods when
those potentially issuable shares are anti-dilutive.  At March 31,
2009, the Company had 56,800,000 Class N shares outstanding that were excluded
from the calculation of diluted loss per share.  The shares used in the
computation of basic and diluted income (loss) per common share for the three
months ended March 31, 2009 and 2008 are reconciled as follows:








(BASIC/DILUTED
EPS)


For the Three Months
      Ended March 312009
              2008Weighted-average number of common shares used in
      basic income (loss) per common share calculation
              79,091,412
              79,091,412Incremental
      potentially issuable common shares from assumed conversion of Class N
      common shares
              -
              56,800,000Weighted-average
      number of common shares and dilutive potential common shares used in
      diluted income (loss) per common share calculation
              79,091,412
              135,891,412








7






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





Cautionary Statement
Regarding Forward-Looking Statements





Certain
statements contained in this Section and elsewhere in this Form 10-Q 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 occur 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.





Liquidity
      and Capital Resources
                                        
                                        March31,2009
                                        
                                        
                                        December31, 2008Cash
      on Hand
                                        
                                        $
                                        46,300$
                                        
                                        
                                        $
                                        41,300





The world
economy has experienced a slowdown of activity during 2008 and 2009 and
RecycleNet has also experienced this same reduced activity. However in spite of
this erosion of business, the management of RecycleNet has successfully
maintained the Company’s current cash position of $46,300 a small increase of
$5,000 from the year ended December 31, 2008 balance of $41,300. Management will
continue to closely monitor both sales revenues and related expenses in the
coming quarter to maintain our liquidity.





Results of
Operations





Sales
      RevenuesThree
      Months Ended March 31,2009
                                                
                                                2008Sales
      Revenues
                                                $
                                                112,800
                                                $
                                                188,600





Sales
decreased by $75,800 during the first three months of 2009 compared to the 2008
revenue of $188,600, a 40% decrease.  This reduction resulted directly
from the Company’s movement to “pay per lead” revenue credits compared to the
monthly membership and advertising type of revenue stream.  In
addition, the world economy has slowed, with the Credit and Banking Crisis in
the United States having a major impact on many company’s
liquidity.


8








The type
of revenue now being realized from sales activities in the Internet business is
changing quickly from monthly billing for memberships and advertising to “usage
credits” based on delivered performance on web site
visits.  Management has been forced to adjust to this dynamic change
in the type of revenue the Company is receiving for its services and is
attempting to keep abreast of any further changes in revenue.





Operating
      ExpensesThree
      Months Ended March 31,2009
                                                    
                                                    2008Operating
      Expenses
                                                    $
                                                    121,000
                                                    $
                                                    $165,300





For the
three months ended March 31, 2009, expenses decreased by
$44,300.  Reduction in sales commissions of $20,300, office and
administration of $1,700, bank interest of $1,000, professional fees of $6,700,
and advertising/promotion/travel of $14,800 accounted for the largest savings.
Management reduced these expenses as quickly as possible relative to the sales
revenue decline.





Net
      Income (Loss) from Continuing OperationsThree
      Months Ended March 31,2009
                                          
                                          2008Net
      Income (Loss)
                                          $
                                          (8,200)
                                          $
                                          23,300





For the
three months ended March 31, 2009 the Company had a net loss of $8,200 compared
to the $23,300 net income recorded in the same period of 2008.





As
discussed above, although during the first three months sales have deteriorated
by $75,800, management responded aggressively by reducing expenses for the same
period by $44,300. Management will continue to monitor the expense levels
closely and relate them directly to sales revenues realized.











Deferred
      Revenue
                                            
                                            March31,
                                            
                                            December 312009
                                            
                                            2008Deferred
      Revenue
                                            $
                                            $62,800
                                            $
                                            $57,100





Deferred
revenue results from RecycleNet customers who pay for their service purchases in
advance, such as quarterly, semi-annually, or annually. RecycleNet records the
initial payment in deferred revenue and then recognizes in each subsequent month
that proportion which is provided in services. As of March 31, 2009, deferred
revenue of $62,800 has increased compared to the December 31, 2008 balance of
$57,100. Though sales decreased during the first three months of 2009, the
number of sales which have a deferred portion inherent in the sale contract
increased during this period.




Off
Balance Sheet Arrangements




None





9


ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
“smaller reporting company” (as defined by Item 10 of Regulation S-K), the
Company is not required to provide information required by this Item, as defined
by Regulation S-K Item 305(e).





ITEM
4T. CONTROLS AND PROCEDURES




Evaluation of Disclosure
Controls:We
evaluated the effectiveness of the design and operation of our “disclosure
controls and procedures” as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the
period covered by this report. This evaluation (the “disclosure controls
evaluation”) was done under the supervision and with the participation of
management, including our chief executive officer (“CEO”) and chief financial
officer (“CFO”). Rules adopted by the SEC require that in this section of our
Quarterly Report on Form 10-Q we present the conclusions of the CEO and the CFO
about the effectiveness of our disclosure controls and procedures as of the end
of the period covered by this report based on the disclosure controls
evaluation.




Objective of Controls: Our
disclosure controls and procedures are designed so that information required to
be disclosed in our reports filed or submitted under the Exchange Act, such as
this Quarterly Report on Form 10-Q, is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms. Our
disclosure controls and procedures are also intended to ensure that such
information is accumulated and communicated to our management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even
effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives, and management necessarily is
required to use its judgment in evaluating the cost-benefit relationship of
possible disclosure controls and procedures





Conclusion: Based upon the
disclosure controls evaluation, our CEO and CFO have concluded that as of the
end of the period covered by this report, our disclosure controls and procedures
were effective to provide reasonable assurance that the foregoing objectives are
achieved.




Changes in Internal Control over
Financial Reporting: There were no changes in our internal control over
financial reporting during the quarter ended March 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.





10


PART
II – OTHER INFORMATION





ITEM
1.     LEGAL PROCEEDINGS


None





ITEM
1A.  RISK FACTORS


As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS


None





ITEM
3.     DEFAULTS UPON SENIOR SECURITIES


None





ITEM
4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS


None





ITEM
5.     INFORMATION





None





ITEM
6.     EXHIBITS





None





INDEX
TO EXHIBITS





Exhibit  Description


-------  -----------


2        Stock
Exchange Agreement as an exhibit to Form 10-SB are hereby


incorporated
by reference.  Filed on April 4, 2001.


3.1     Articles
of Incorporation filed as an exhibit to Form 10-SB


are
hereby incorporated by reference. Filed on December 8, 1999.


3.2     By-laws
filed as an exhibit to Form 10-SB, Amendment No. 5


are
hereby incorporated by reference. Filed on March 7, 2000.





10      Material
Contracts


(a)  Agreement
between RecycleNet Corporation and Paul Roszel


as
an exhibit to Form 10-SB, Amendment No. 6 are hereby


incorporated
by reference. Filed on April 12, 2001.





(b)  Agreement
between RecycleNet Corporation and fiberglass.com, Inc.


as
an exhibit to Form 10-SB, Amendment No. 6 are hereby


incorporated
by reference. Filed on April 12, 2001.





(c)   Agreement
between RecycleNet Corporation and metalworld.com, inc.


as an exhibit to Form 10-KSB hereby
incorporated by reference.


Filed
on April 16, 2001





31.1     Chief
Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of
2002.





31.2     Chief
Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of
2002.





32.1     Chief
Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of
2002.





32.2     Chief
Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of
2002.





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 CorporationMay
      8, 2009Paul
      Roszel, President and Chairman of the Board ofDirectorsMay
      8, 2009Richard
      Ivanovick, C.A., Chief Financial andAccounting
      Officer






12