10-QSB
                1




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

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

                      FOR THE QUARTERLY PERIOD ENDED:  March 31, 2000

                                          OR

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

                FOR THE TRANSITION PERIOD FROM N/A TO __________
                                       ---------

                              Commission File Number 1-15497
                                   RecycleNet Corporation
                    (Exact name of small business issuer in its charter)

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

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

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

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

      YES  [X]   NO [ ]

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

     <PAGE>

                        PART I   FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS



                       RECYCLENET CORPORATION AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS


                                                                       PAGE

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

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

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

     Notes to Condensed Consolidated Financial Statements . . . . . . . F-5


   <PAGE>

                      RECYCLENET CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE  SHEETS
                                     (Unaudited)

                                                      March 31,  December 31,
                                                        2000        1999
                                                      ----------  ----------

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

                           LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
      Trade accounts payable. . . . . . . . . . . . . $    9,932   $   18,023
      Accrued liabilities . . . . . . . . . . . . . .      2,094        2,650
      Deferred revenue. . . . . . . . . . . . . . . .     51,649       43,328
                                                      ----------   ----------
            Total Current Liabilities . . . . . . . .     63,675       64,001
                                                      ----------   ----------
    Stockholders' Equity
      Common shares - $0.01 par value; 150,000,000
       shares authorized
         Class N common shares (and Class X shares
          of Amalco); 70,896,789 shares designated;
          68,130,269 shares issued and outstanding. .    681,303      681,303
         Common shares; 10,643,947 shares issued
          and outstanding . . . . . . . . . . . . . .    106,439      106,439
         Additional paid-in capital . . . . . . . . .  6,520,094    6,520,094
         Accumulated deficit. . . . . . . . . . . . . (7,248,848)  (7,255,208)
                                                      ----------   ----------
            Total Stockholders' Equity. . . . . . . .     58,988       52,628
                                                      ----------   ----------
    Total Liabilities and Stockholders' Equity. . . . $  122,663   $  116,629
                                                      ==========   ==========

    See the accompanying notes to condensed consolidated financial statements.

                                         F-3
 <PAGE>

                          RECYCLENET CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS  OF OPERATIONS
                                        (Unaudited)

                                                    For the Three Months
                                                       Ended March 31,
                                                   -------------------------
                                                      2000          1999
                                                   -----------   -----------
    Sales. . . . . . . . . . . . . . . . . . . . . $   294,605   $    32,234
    Cost of Sales. . . . . . . . . . . . . . . . .     173,568            -
                                                   -----------   -----------
    Gross Profit . . . . . . . . . . . . . . . . .     121,037        32,234
                                                   -----------   -----------
    Operating Expenses
      General and administrative expenses. . . . .     116,351        44,519
      Exchange gain. . . . . . . . . . . . . . . .      (1,675)         (105)
      Marketing expense (paid with stock). . . . .          -        116,100
      Professional fees (paid with stock). . . . .          -        423,917
                                                   -----------   -----------
         Total Operating Expenses. . . . . . . . .     114,676       584,431
                                                   -----------   -----------
    Net Income (Loss). . . . . . . . . . . . . . . $     6,361   $  (552,197)
                                                   ===========   ===========

    Basic and Diluted Income (Loss) Per Class N
     (and Class X) Common and Common Share . . . . $      0.00   $     (0.01)
                                                   ===========   ===========

    Weighted-Average Number of Class N Common
     (and Class X) and Common Shares Used in Per
     Share Calculation . . . . . . .   . . . . . .  78,774,216    70,841,075
                                                   ===========   ===========

  See the accompanying notes to condensed consolidated financial statements.

                                        F-4
 <PAGE>



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


                                                    For the Three Months
                                                       Ended March 31,
                                                   -------------------------
                                                      2000          1999
                                                   -----------   -----------

    Cash Flows From Operating Activities
      Net income (loss). . . . . . . . . . . . . . $     6,361   $  (552,197)
      Adjustments to reconcile net loss to net
       cash used by operating activities:
         Depreciation. . . . . . . . . . . . . . .       1,574           117
         Marketing expense paid with common stock.          -        116,100
         Common stock issued for services. . . . .          -        423,917
         Exchange (gain) loss. . . . . . . . . . .      (1,675)         (105)
      Changes in assets and liabilities:
         Accounts receivable . . . . . . . . . . .     (12,048)        1,624
         Receivable from supplier. . . . . . . . .      (7,500)           -
         Prepaid expenses. . . . . . . . . . . . .          -         (4,183)
         Accounts payable. . . . . . . . . . . . .      (8,092)        2,863
         Accrued liabilities . . . . . . . . . . .        (556)           -
         Deferred revenue. . . . . . . . . . . . .       8,321        (1,960)
                                                   -----------   -----------
        Net Cash Used in Operating Activities. . .     (13,615)      (13,824)
                                                   -----------   -----------
    Cash Flows From Investing Activities
      Purchase of equipment. . . . . . . . . . . .          -           (912)
                                                   -----------   -----------
        Net Cash Used in Investing Activities. . .          -           (912)
                                                   -----------   -----------
    Cash Flows From Financing Activities
      Proceeds of issuance of common shares. . . .          -        109,476
                                                   -----------   -----------
    Net Cash Provided by Financing Activities. . .          -        109,476
                                                   -----------   -----------
    Effect of Exchange Rate Changes on Cash. . . .       1,675           105
                                                   -----------   -----------
    Increase (Decrease) in Cash. . . . . . . . . .     (11,940)       94,845

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

    Non Cash Investing and Financing Activities - During March 1999, the
    Company issued 833,717 common shares as compensation for services valued
    at $423,917. Also during March 1999, the Company issued 386,900 shares
    to acquire Andela Corporation and 7,877,421 shares to acquire Garbalizer
    Machinery Corporation.

   See the accompanying notes to condensed consolidated financial statements.

                                       F-5
  <PAGE>


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 1:  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

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

        Amounts previously reported for March 31, 2000 and
        for the three months then ended have been adjusted
        to conform to the audited consolidated financial
        statements for December 31, 1999 and for the year
        then ended.

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

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

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

        OPERATIONS - The Company is in the business of
        designing Internet sites, Internet advertising and
        Internet trading of consumable recyclable goods.
        Its primary operations are conducted from Ontario.
        However, the U.S. dollar is the functional currency
        for the Company's consolidated operations. All
        gains and losses from currency translations are
        included in the results of operations.

        BUSINESS CONDITION - The Company has experienced an
        operating profit of $6,400 for the three months
        ended March 31, 2000 compared to an operating loss
        of $522,200 during the first period of 1999.
        Operating cash flow during the first quarter of
        2000 was negative at $11,900, primarily resulting
        from the increase in Accounts Receivable and a
        Receivable from Supplier.  During the similar
        period in 1999, cash flow was $94,800 positive
        recorded primarily from the issuance of common
        shares for $109,500.

        The increase in Stockholder's Equity at March 31,
        2000 of $6,400 to $59,000 compared to $52,600 at
        December 31,1999 reflects the operating profit for
        the first quarter of 2000.  This is the first
        quarter that the company has recorded a profit
        while still building the infrastructure to operate
        our business.  The Management of RecycleNet will
        closely control the Operating Expenses while
        focusing our efforts to increase our sales
        revenues.  This combination of activities should
        improve our operating profits in the ensuing months.

        BASIC AND DILUTED INCOME (LOSS) PER CLASS N (AND
        CLASS X) SHARE AND COMMON SHARE - Basic and diluted
        income or loss per common share has been computed
        by dividing net profit or loss by the
        weighted-average number of Class N (and Class X)
        common shares and common shares outstanding during
        the year; there were no potentially issuable shares
        at March 31, 2000 and 1999.

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

        NOTE 2--ACQUISITION OF ANDELA PRODUCTS CORPORATION

        The Company acquired Andela Products Corporation by
        issuing 386,900 shares of Class N and Class X
        common stock on March 11, 1999, as explained in
        Note 1. The acquisition was primarily for the
        purpose of obtaining marketing rights to glass
        recycling equipment. The common shares issued were
        recorded at their fair value of $116,100 and were
        accounted for as marketing expense. The operations
        of Andela Products Corporation have been included
        in the accompanying consolidated financial
        statements from March 11, 1999.

        NOTE 3--STOCKHOLDERS' EQUITY

        On March 19, 1999, the Articles of Incorporation
        were amended to change the authorized capital to
        150,000,000 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
        common shares. The Class N common shares have
        voting rights of one vote per share and are
        non-equity participating. Amalco, the Ontario
        subsidiary, is authorized to issue an unlimited
        number of Class X common shares. The Class X common
        shares of Amalco are non-voting but equity
        participating. The Class N and Class X shares are
        convertible into common shares on the basis of one
        Class N share and one Class X share of Amalco for
        each common share of the Company.

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

        On March 11, 1999 the Company issued 386,900 shares
        of Class N and Class X common stock to acquire
        Andela Corporation, as explained in Note 1. The
        value assigned to the shares was $0.30 per share
        based on the market value at which the Company's
        common shares traded after the reorganization of
        RecycleNet.

        In conjunction with the reorganization of
        RecycleNet, a principal shareholder converted
        2,000,000 Class N and Class X common shares into
        2,000,000 common shares on August 19, 1999. The
        shareholder contributed the common shares to the
        Company. The shares were then reissued to an
        individual for his assistance in the merger and
        reorganization. The common shares issued were
        recorded at their fair value of $400,000 or $0.20
        per share based upon the market value at which the
        Company's common shares were trading at the time of
        issuance. The cost of the related services was
        charged to expense.

        During the first quarter of 2000, there were no
        changes in the number of class N common shares and
        (class X shares of Amalco) and no changes in the
        number of common shares outstanding.


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

        RESULTS OF OPERATIONS

        Cautionary Statement Regarding Forward-Looking Statements

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

        General

        RecycleNet Corporation (an Ontario Private Corporation) was
        incorporated on December 22, 1997 and purchased the ongoing
        business proprietorship of Mr. Paul Roszel.  The Company operated
        its business activities and continued to expand its operations
        throughout the following period.

        On March 19, 1999, RecycleNet Corporation (an Ontario Private
        Corporation) completed a reverse share acquisition with the
        Garbalizer Machinery Corporation, A Utah Corporation.  RecycleNet
        Corporation (Ontario) since its inception, has provided Internet
        services and has received all of its sales revenue from these
        activities.  All of the previous business activities of Garbalizer
        Machinery Corporation have not continued on in the new parent.
        Consequently, all of the following financial data being discussed
        will not compare any Garbalizer Machinery Corporation figures with
        its relevant comparisons.

        Throughout the reporting periods shown hereafter, common
        stock was issued for various items (ie. business & start-up costs;
        merger costs; professional fees and marketing expenses). United
        States generally accepted accounting principles requires that we
        value these shares at reasonable current values when issued.
        Consequently, the paid-in-capital of the Company recorded as
        received a substantial paid-in capital and the consolidated
        statement of Accumulated Deficit recorded a correspondingly large
        deficit.

        Sales Revenues

                            Jan 1 to Mar 31, 2000   Jan 1 to Mar 31, 1999

        Sales Revenues USD            $294,600             $32,200

        Sales revenues recorded for the three months ended
        March 31, 2000 of $294,600 have increased $262,400
        from $32,200 during the similar period of 1999.
        Revenues from our web site services of $121,000 was
        $87,800 over the $33,200 recorded in 1999, which
        shows the favorable increase in our web site
        business during the year.  Sales of Andela Products
        Corporation of $173,600 were also recorded this
        quarter.  Since Andela Products Corporation was
        acquired at the end of the first quarter of 1999,
        no sales were recorded last year in that quarter.
        RecycleNet hired its first sales person in mid
        January of 1999 and subsequently hired additional
        personnel throughout the year.  Their efforts are
        recorded in our increased sales revenues and we
        expect to add additional personnel with the
        corresponding revenue increases.


        Gross Profit

                            Jan 1 to Mar 31, 2000   Jan 1 to Mar 31, 1999

        Gross Profit USD            $121,000              $ 32,200

        Gross Profit of $121,000 in the first quarter of
        2000 was also substantially higher than the $32,200
        recorded in the similar period of 1999.  Gross
        Profit is a direct result of our revenue associated
        with our web site activities.  Gross profit related
        to the Andela business has not contributed any
        significant amount to our operations as of yet.  We
        continue to focus our activities at generating
        revenue associated with our web site services and
        graphic advertising.


        Operating Expenses

                            Jan 1 to Mar 31, 2000   Jan 1 to Mar 31, 1999

        General and Administration
        Expenses USD                  $116,400             $44,500

        General and Administrative Expenses increased from
        $44,500 in 1999 to $116,400 for the first quarter
        of 2000.  The majority of costs in this category is
        for salaries and related benefits which accounts
        for $81,900 of the first quarter of 2000 compared
        to $21,100 in the first period of 1999.

        As discussed above in our revenue section, we hired
        additional personnel throughout the year 1999 to
        capture the additional sales activity.  Also our
        increased business activity and associated long
        distance costs were also directly proportional to
        the increased number of sales staff contacting our
        customers throughout the world.

        Some additional costs for travelling to trade shows
        and administering a higher level of business
        activity also contributed to slightly higher costs
        in the first quarter of the year 2000 as compared
        to the first period of 1999.  We expect to continue
        to tightly control costs in the year 2000 while
        increasing revenues as quickly as we can.


                            Jan 1 to Mar 31, 2000   Jan 1 to Mar 31, 1999

        Marketing Expense           $    -               $  116,100
        Professional Fees                -                  423,900
                                    ---------            ----------
                                         -                  540,000
                                    =========            ==========

        Marketing and Professional Fees of $116,100 and
        $423,900 respectively were costs included in 1999
        and were paid for by the issuance of stock.  These
        expenses were one-time costs and similar costs were
        not incurred in the first quarter of 2000.  Please
        take note that these expenses did not reduce our
        cash balances and thus did not jeopardize our cash
        liquidity in 1999.


        Net Profit (Loss)

                            Jan 1 to Mar 31, 2000   Jan 1 to Mar 31, 1999

        Net Profit (Loss)           $6,400              ($ 552,200)


        Net profit of $6,400 reported in the first quarter
        of 2000 was a significant improvement over the
        $552,197 loss recorded in the similar period of
        1999.  As noted above, marketing and professional
        fees totaling $540,000 which were paid for by the
        issuance of stock, accounted for the majority of
        the loss recorded in 1999.  Without this non-cash
        expense of $540,000, our loss for the first period
        of 1999 would have been approximately $12,000.
        Management expects our profits will continue to
        improve in the year 2000 as we will closely control
        our expenses and use our resources to increase
        revenues.

        Liquidity and Capital Resources

        As at March 31, 2000, the company's cash position
        was $49,200, a $11,900 reduction from the $61,200
        recorded at December 31, 1999.  Our Accounts
        Receivable have increased to $42,300 from $30,300
        reflecting our increase in sales revenue activities
        during the same period.

        Accounts Payable was reduced by $8,100 during this
        same period while deferred revenues increased by
        $8,300.

        During the first period of 1999, RecycleNet raised
        $109,500 by the issue of company stock which
        improved our cash position as at March 31, 1999 to
        $150,100.  Throughout the year 1999, additional
        sales personnel were hired and these funds were
        used to increase our business activity level.  Our
        sales force has now been trained and they are
        generating more revenues than the costs associated
        with attaining these revenues.

        Management expects that our operations will now
        generate consistent profits and correspondingly,
        positive cash flows.  Management's efforts must be
        focused on increasing sales revenues without a
        corresponding increase in expenditures thus
        increasing shareholder value over the long term.

        Deferred Revenue

        Deferred revenue results from RecycleNet customers
        who pay for their service purchases in advance,
        such as quarterly, half year, or annually.
        RecycleNet records the initial payment in deferred
        revenue and then recognizes in each sub sequent
        month that proportion which is provided in services.

        As at March 31, 2000, deferred revenue of $51,700
        increased $8,300 over the December 31, 1999 amount.
         This is a direct result of increased sales revenue
        and this amount will be recorded into sales revenue
        each month in the future as these services are
        provided.


        ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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


                      PART II   OTHER INFORMATION

        ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

        A report on form 8-K was filed on January 26, 2000.
         The Company reported Item 6: Resignation of
        Registrant's Directors.


                             SIGNATURES

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



                             RECYCLENET CORPORATION

        May 15, 2000


                             BY:  /s/ Paul Roszel
                             ----------------------------------
                             Paul Roszel, Chairman of the Board of Directors



                             BY:  /s/ Richard Ivanovick
                             -----------------------------------
                             Richard Ivanovick, C.A., CFO