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
      1934FOR THE QUARTERLY PERIOD ENDED: June 30,
2008





OR





[ 
      ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR 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 incorporation or organization)
            (IRS
      Employer Identification No.)








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 )





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





Indicated
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 August 14,
2008:   79,091,412


The
number of class N shares outstanding at   August 14,
2008:   56,800,000





RECYCLENET
CORPORATION AND SUBSIDIARIES


FORM
10-Q


QUARTER
ENDED June 30, 2008





TABLE
OF CONTENTS









PagePART
      I – FINANCIAL INFORMATIONItem
      1.
            Financial
      StatementsCondensed
      Consolidated Balance Sheets – June 30, 2008 and December 31, 2007
      (Unaudited)
            3Condensed
      Consolidated Statements of Operations for the Three Months and Six Months
      Ended June 30, 2008 and 2007 (Unaudited)
            4Condensed
      Consolidated Statements of Cash Flows for the Six Months Ended June 30,
      2008 and 2007 (Unaudited)
            5Notes
      to Condensed Consolidated Financial Statements (Unaudited)
            6Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results
      of Operations
            9Item
      3.
            Quantitative
      And Qualitative Disclosures About Market Risk
            11Item
      4T.
            Controls
      and Procedures
            11








PART
      II – OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            12Item
      1A.
            Risk
      Factors
            12Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            12Item
      3.
            Defaults
      Upon Senior Securities
            12Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            12Item
      5.
            Other
      Information
            13Item
      6.
            Exhibits
            13Signatures
            
            14























PART
I – FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS





RECYCLENET
      CORPORATION AND SUBSIDIARIESCONDENSED
      CONSOLIDATED BALANCE SHEETS(Unaudited)June
      30,
              
              
              December
      31,2008
              
              
              2007ASSETSCurrent
      AssetsCash
              
              $
              74,313
              
              
              $
              52,364Trade
      accounts receivable, net of $2,500 and $2,500 respectively of allowance
      for bad debt
              
              
              20,455
              
              
              
              16,928Prepaid
      expenses
              
              
              3,335
              
              
              
              5,621Total Current
      Assets
              
              
              98,103
              
              
              
              74,913Property
      and EquipmentComputer
      equipment
              
              
              21,422
              
              
              
              21,422Less:
      Accumulated depreciation
              
              
              (10,711
              )
              
              
              (8,568
              )Net Property
      and Equipment
              
              
              10,711
              
              
              
              12,854Related
      party receivable
              
              
              155,735
              
              
              
              151,185Total
      Assets
              
              $
              264,549
              
              
              $
              238,952LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccrued
      liabilities
              
              $
              15,812
              
              
              $
              31,109Deferred
      revenue
              
              
              89,552
              
              
              
              91,549Total Current
      Liabilities
              
              
              105,364
              
              
              
              122,658Stockholders'
      EquityClass
      N convertible shares $0.01 par value;70,896,789 shares authorized;
      56,800,000 and 56,800,000 Class N shares issued 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
              
              
              (1,204,191
              )
              
              
              (1,247,082
              )Total
      Stockholders' Equity
              
              
              159,185
              
              
              
              116,294Total
      Liabilities and Stockholders' Equity
              
              $
              264,549
              
              
              $
              238,952














See the
accompanying notes to the condensed consolidated financial
statements.


3





RECYCLENET
      CORPORATION AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)For
      the Three Months
              
              
              For
      the Six MonthsEnded
      June 30,
              
              
              Ended
      June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Sales
              
              $
              147,601
              
              
              $
              236,387
              
              
              $
              336,206
              
              
              $
              523,194Operating
      ExpensesSelling,
      general and administrative expenses
              
              
              127,969
              
              
              
              233,311
              
              
              
              293,315
              
              
              
              522,470Total
      Operating Expenses
              
              
              127,969
              
              
              
              233,311
              
              
              
              293,315
              
              
              
              522,470Income
      From Continuing Operations
              
              
              19,632
              
              
              
              3,076
              
              
              
              42,891
              
              
              
              724Discontinued
      OperationsLoss
      from discontinued operations - Oldwebsites.com, Inc
              
              
              -
              
              
              
              (14,046
              )
              
              
              -
              
              
              
              (23,538
              )Gain
      from discontinued operations - RecycleNet Ontario
              
              
              -
              
              
              
              7,244
              
              
              
              -
              
              
              
              20,084Net
      Income (Loss)
              
              $
              19,632
              
              
              $
              (3,726
              )
              
              $
              42,891
              
              
              $
              (2,730
              )Basic
      Income (Loss) Per Common Share FromContinuing
      Operations
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Discontinued
      Operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Basic
      Income (Loss) Per Common Share
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Diluted
      Income (Loss) Per Common Share FromContinuing
      Operations
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Discontinued
      Operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Diluted
      Income (Loss) Per Common Share
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Basic
      Weighted-Average Common Shares Outstanding
              
              
              79,091,412
              
              
              
              77,108,214
              
              
              
              79,091,412
              
              
              
              77,108,214Diluted
      Weighted-Average Common Shares Outstanding
              
              
              135,891,412
              
              
              
              137,647,473
              
              
              
              135,891,412
              
              
              
              137,647,473



















See the
accompanying notes to the condensed consolidated financial
statements.


4
  RECYCLENET
      CORPORATION AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)For
      the Six Months Ended June 30,
              
              2008
              
              
              2007Cash
      Flows From Operating Activities:Net
      income (loss)
              
              $
              42,891
              
              
              $
              (2,730
              )Adjustments
      to reconcile net income to net cash provided
      by operating activities:Depreciation
              
              
              2,143
              
              
              
              3,885Foreign currency
      exchange loss
              
              
              -
              
              
              
              370Changes
      in assets and liabilities:Accounts and other
      receivables
              
              
              (3,527
              )
              
              
              (2,889
              )Prepaid
      expenses
              
              
              2,286
              
              
              
              12,138Accrued
      liabilities
              
              
              (15,297
              )
              
              
              (19,935
              )Deferred
      revenue
              
              
              (1,997
              )
              
              
              12,162Net Cash Provided
      By Operating Activities
              
              
              26,499
              
              
              
              3,001Cash
      Flows From Investing Activities:Advances to related
      party
              
              
              (4,550
              )
              
              
              (18,786
              )Net Cash Used In
      Investing Activities
              
              
              (4,550
              )
              
              
              (18,786
              )Cash
      Flows From Financing Activities:
              
              
              -
              
              
              
              -Effect
      of Exchange Rate Changes on Cash
              
              
              -
              
              
              
              (4,667
              )Net
      Change in Cash
              
              
              21,949
              
              
              
              (20,452
              )Cash
      at Beginning of Period
              
              
              52,364
              
              
              
              315,304Cash
      at End of Period
              
              $
              74,313
              
              
              $
              294,852



















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-KSB as of December 31, 2007. 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, 2008.





Recent Accounting
Pronouncements —
In September 2006, the Financial Accounting Standards Board (FASB) issued
SFAS No. 157, Fair
Value Measurements, which defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS No. 157 is effective for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. In February 2008, the FASB issued FASB Staff Position (FSP
FIN) No. 157-2 which extended the effective date for certain nonfinancial assets
and nonfinancial liabilities to fiscal years beginning after November 15,
2008.  The adoption of the portions of SFAS No. 157 that were not
postponed by (FSP FIN) No. 157-2 did not have a material impact on our
consolidated financial statements. The Company does not expect the adoption of
the postponed portions of SFAS No. 157 to have a material impact on our
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
Company has not yet determined the effects on its consolidated financial
statements, if any, that may result upon the adoption of SFAS
161.





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, and
SFAS No. 160, Noncontrolling 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 acquire 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. Early
adoption is prohibited. The Company has not yet determined the effect on our
consolidated financial statements, if any, upon adoption of SFAS
No. 141(R) or SFAS No. 160.





NOTE
2–RELATED PARTY TRANSACTIONS





Related Party Receivable — As of June 30, 2008, the
Company had advanced $150,735 to Scrap China Corporation, a related party
through common ownership.  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.





During
the year ended December 31, 2006, the Company advanced an affiliate of the
Company $5,000 with no terms of repayment.





6


Service Agreements — The Company has an agreement
with Inter-Continental Recycling, Inc. and it’s 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 six months ended June 30, 2008 and 2007
were $116,901 and $194,528 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 six months ended June 30, 2008 and 2007 were $12,000 and
$23,265, 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 six months ended June 30, 2008 and 2007 were $98,981 and
$167,928, 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 six months ending June 30, 2008
and 2007 were $5,920 and $3,335, 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 six months ended June 30, 2008 and 2007, rent expense was $1,200 and
$1,041, 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 June 30, 2008, 56,800,000 Class N shares were
outstanding.  The Class N shares have voting rights of one vote per
share and are non-equity participating.  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. The shares used in the
computation of basic and diluted income (loss) per common share for the six
months ended June 30, 2008 and 2007 are reconciled as follows:





7


(BASIC/DILUTED
      EPS)For
      the Three Months Ended
              
              
              For
      the Six Months EndedJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Weighted-average
      number of common shares used in basic income (loss) per common share
      calculation
              
              
              79,091,412
              
              
              
              77,108,214
              
              
              
              79,091,412
              
              
              
              77,108,214Incremental
      potentially issuable common shares from assumedconversion of Class
      N common shares
              
              
              56,800,000
              
              
              
              60,539,259
              
              
              
              56,800,000
              
              
              
              60,539,259Weighted-average
      number of common shares and dilutive potential common shares used in
      diluted income (loss) per common share calculation
              
              
              135,891,412
              
              
              
              137,647,473
              
              
              
              135,891,412
              
              
              
              137,647,473


NOTE
5–DISCONTINUTED OPERATIONS





On June
6, 2007, the Board of Directors approved a pro-rata spin-off of all shares of
Oldwebsites.com, Inc. effective September 7, 2007. The discontinued operations
of Oldwebsites.com, Inc. for the three and six months ended June 30, 2007,
respectively, are as stated below.




For
      the Three
              
              
              For
      the SixMonths
      Ended
              
              
              Months
      EndedJune
      30, 2007
              
              
              June
      30, 2007Oldwebsites.com,
      Inc.Net
      Revenue
              
              $
              1,368
              
              
              $
              2,176Operating
      Expenses
              
              
              (15,414
              )
              
              
              (25,714
              )Loss
      From Operations
              
              
              (14,046
              )
              
              
              (23,538
              )Net
      Loss
              
              $
              (14,046
              )
              
              $
              (23,538
              )


On
December 31, 2007, the Company sold its RecycleNet Corporation (Ontario)
operations to Inter-Continental Recycling Inc., a related party. The
discontinued operations of RecycleNet Corporation (Ontario) for the three and
six months ended June 30, 2007, respectively, are as stated below.




For
      the Three
              
              
              For
      the SixMonths
      Ended
              
              
              Months
      EndedJune
      30, 2007
              
              
              June
      30, 2007RecycleNet
      Corporation (Ontario)Net
      Revenue
              
              $
              19,077
              
              
              $
              40,968Operating
      Expenses
              
              
              (11,833
              )
              
              
              (20,884
              )Income
      From Operations
              
              
              7,244
              
              
              
              20,084Net
      Income
              
              $
              7,244
              
              
              $
              20,084


8


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





June 30,
            
            
            December 31,2008
            
            
            2007Cash
      on Hand
            
            $
            74,300
            
            
            $
            52,400





The
Company’s current cash position of $74,300 has increased by $21,900 from
the year ended December 31, 2007 balance of $52,400, resulting primarily from
the profit realized in this first quarter. Management will continue to closely
monitor both sales revenues and related expenses in the coming
quarters.





Results of
Operations





On
September 7, 2007, the Company did a pro-rata spin-off of all shares of
Oldwebsites.com, Inc. owned by the Company to its common shareholders of
record.





On
December 31, 2007, the Company sold its RecycleNet Corporation (Ontario)
operations to Inter-Continental Recycling Inc. The financial data following does
not include the results of the discontinued operations of Oldwebsites.com, Inc.
or RecycleNet Corporation (Ontario) for the three or six months ended June 30,
2007.





Sales
Revenues





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Sales
      Revenues
            
            $
            147,600
            
            
            $
            236,400
            
            
            $
            336,200
            
            
            $
            523,200





Sales
decreased by $187,000 during the first six months of 2008 compared to the 2007
revenue of $523,200, a 36% 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.





9


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
Expenses





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Operating
      Expenses
            
            $
            128,000
            
            
            $
            233,300
            
            
            $
            293,300
            
            
            $
            522,500





For the
six months ended June 30, 2008, expenses decreased by
$229,200.  Reduction in ISP charges of $5,400, sales commissions of
$83,400, office and administration of $18,000, postage of $2,900, bank interest
of $1,400, telephone fees of $4,700, professional fees of $3,100,
advertising/promotion/travel of $45,200 and labor costs of $65,300 accounted for
the major savings.





With the
erosion of sales revenues, management has re-established the level of
expenditure or “right sized” its expenses with revenues.





Net
Income from Continuing Operations





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Net
      Profit
            
            $
            19,600
            
            
            $
            3,100
            
            
            $
            42,900
            
            
            $
            700





For the
six months ended June 30, 2008 the Company realized a profit from continuing
operations of $42,900 compared to the $700 profit recorded in the same period of
2007.





As
discussed above, although first half sales deteriorated by $187,000, management
responded aggressively by reducing expenses for the same period by $229,200.
Management will continue to monitor the expense levels closely and relate them
directly to sales revenues realized.





Net
Income (Loss) from Discontinued Operations





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Net
      Loss – Oldwebsites.com, Inc.
            
            $
            -
            
            
            $
            (14,000
            )
            
            $
            -
            
            
            $
            (23,500
            )Net
      Profit – RecycleNet (Ontario)
            
            $
            -
            
            
            $
            7,200
            
            
            $
            -
            
            
            $
            20,100





Oldwebsites.com,
Inc. losses in 2007 result from revenues of $2,200 less expense of $25,700
associated with running the company and have been separated here for reporting
purposes.  Expenses during the six months ended June 30, 2007 were ISP
charges of $4,500, office and administration fees of $870, professional fees of
$10,000, advertising/promotion/travel expenses of $6,500 and wages of
$3,700.





RecycleNet
(Ontario) profit was the result of revenues of $41,000 less expense of $20,900
associated with running the company and has been separated here for reporting
purposes. Larger expenses during the six months ended June 30, 2007, were ISP
charges of $1,300, sales commissions of $5,600, office and administrative
charges of $6,400, bank charges of $1,800, travel expenses of $2,600, and
depreciation expenses of $2,200.





Deferred
Revenue


June 30,
            
            
            December 31,2008
            
            
            2007$
            89,600
            
            
            $
            91,500





10


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 June 30, 2008, deferred
revenue of $89,600 has decreased compared to the December 31, 2007 balance of
$91,500, reflecting the decrease in sales recorded in the year which have a
deferred portion inherent in the sale contract.




Off
Balance Sheet Arrangements




None








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 June 30, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.





11


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




The
annual meeting for the year ended December 31, 2007 for RecycleNet Corporation
was held on June 20, 2008.  The following matters were submitted to a
vote of the Company's security holders and all items were passed:




Item
A:  Election of Directors




The three
persons elected as directors of the Company are as follows:






Election
      of Directors
              For
              Against
              WitheldPaul
      Roszel
              69,727,936
              -
              1,333Richard
      Ivanovick
              69,729,269
              -
              -Keith
      Deck
              69,729,269
              -
              -


Item
B: Appointment of Independent Public Accountants




The Board
of Directors has appointed HANSEN, BARNETT & MAXWELL, P.C. certified public
accountants, Salt Lake City, Utah, to be the independent public accountants for
the Company during the coming year and until the next annual shareholders
meeting of the Company.  Hansen, Barnett & Maxwell, P.C. has
served as the Company’s public accountants since inception and the Board is
requesting that the shareholders ratify that appointment.




The
number of common shares voted was; for 69,729,269, against 0, withheld
0.  The number of Class N shares voted was; for 56,800,000, against 0,
withheld 0.




Item
C: Amendment to the Articles of Incorporation




Upon
initial incorporation of RecycleNet Corporation (Utah) one Class “N” voting,
non-equity share of RecycleNet Corporation (Utah) and one Class “X” non-voting,
equity share of RecycleNet Corporation (Ontario) could be converted into one
common share of RecycleNet Corporation (Utah).  With the disposal of
RecycleNet Corporation (Ontario) on December 31, 2007, there are no longer Class
“X” shares to be converted within RecycleNet Corporation (Utah), so this
proposal is to amend the Articles of Incorporation that the Class “N” shares be
directly convertible to common shares on a one for one basis.




The
number of common shares voted was; for 26,562,885, against 1,133,
withheld/abstained 43,165,251 (see note below).  The number of Class N
shares voted was; for 0, against 0, withheld/abstained 56,800,000 (see note
below).




Note:  As
Inter-Continental Recycling, Inc holds 100% of the Class N shares, the following
shares where withheld from voting on this amendment in order to avoid any
apparent conflict of interest.




Inter-Continental
      Recycling Inc.
            -  Class
      N share 56,800,000-  Common
      shares 39,821,121




(Inter-Continental
Recycling Inc. is owned and beneficially held by Mr. Paul Roszel, a director of
the Company, and his immediate family)




Paul
      Roszel (directly and indirectly)
            -
      Common shares 3,344,130







12




ITEM
5.                                                                                                        OTHER
INFORMATION





None





ITEM
6. EXHIBITS





None.





INDEX
TO EXHIBITS





Exhibit
            Description2
            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, 200131.1
            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.


13





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
      CorporationAugust 14,
      2008Paul
      Roszel, President and Chairman of the Board ofDirectorsAugust 14,
      2008Richard
      Ivanovick, C.A., Chief Financial andAccounting Officer







14


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