|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, 2005                                                                     
|                                                                                                                   
|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                                                                                                               
|(State or other jurisdiction of                                                                                    
|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,)                                                                                       
|                                                                                                                   
|State the number of shares outstanding of the issuers classes of common equity, as of the latest practicable date:
|                                                                                                                   
|The number of common shares outstanding at April 29, 2005: 76,421,792                                              
|The number of class N shares   outstanding at April 29, 2005:  61,175,681                                          











RECYCLENET CORPORATION AND SUBSIDIARIES

FORM 10-QSB

QUARTER ENDED March 31, 2005



TABLE OF CONTENTS



Page

PART I  FINANCIAL INFORMATION



Item 1.

Financial Statements



Condensed Consolidated Balance Sheets  March 31, 2005 and December 31, 2004 (Unaudited)

3



Condensed Consolidated Statements of Operations for the Three Months Ended

March 31, 2005 and 2004 (Unaudited)

4



Condensed Consolidated Statements of Cash Flows for the Three Months Ended

March 31, 2005 and 2004 (Unaudited)

5



Notes to Condensed Consolidated Financial Statements

6



Item 2.

Managements Discussion and Analysis

7



Item 3.

Controls and Procedures

9





PART II  OTHER INFORMATION



Item 1.

Legal Proceedings

9



Item 2.

Changes in Securities and Small Business Issuer Purchase of Equity Securities

9



Item 3.

Default Upon Senior Securities

10



Item 4.

Submission of Matters to a Vote of Security Holders

10



Item 5.

Other Information

10



Item 6.

Exhibits and Reports on Form 8-K

10



Signatures

11























PART I  FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS





|RECYCLENET CORPORATION AND SUBSIDIARIES                        
|---------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                          
|(UNAUDITED)                                                    
|                                                               
|                                                               
|ASSETS                                                         
|Current Assets                                                 
|Cash                                                           
|Trade accounts receivable, net of $2,500 allowance for bad debt
|Other receivables                                              
|Prepaid expenses                                               
|Advances to related party - current                            
|Total Current Assets                                           
|Property and Equipment                                         
|Computer equipment                                             
|Less: Accumulated depreciation                                 
|Net Property and Equipment                                     
|Total Assets                                                   
|                                                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                           
|Current Liabilities                                            
|Trade accounts payable                                         
|Accrued liabilities                                            
|Deferred revenue                                               
|Total Current Liabilities                                      
|Stockholders' Equity                                           
|Class N convertible shares (and Class X shares of Amalco) -    
|$0.01 par value; 70,896,789 shares authorized; 61,175,681      
|shares issued and outstanding                                  
|Common shares - $0.01 par value; 179,103,211 shares            
|authorized; 76,421,792 shares issued and outstanding,          
|Additional paid-in capital                                     
|Accumulated deficit                                            
|Total Stockholders' Equity                                     
|Total Liabilities and Stockholders' Equity                     
|                                                               





See the accompanying notes to the condensed consolidated financial statements.



3











|RECYCLENET CORPORATION AND SUBSIDIARIES            |                     |  |                     
|-------------------------------------------------- | ------------------- |  | --------------------
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    |                     |  |                     
|(UNAUDITED)                                        |                     |  |                     
|                                                   |                     |  |                     
|For The Three Months Ended March 31,               | 2005                |  | 2004                
|Sales                                              | $     187,133       |  | $      191,135      
|Operating Expenses                                 |                     |  |                     
|Selling, general and administrative expenses       | 205,829             |  | 173,830             
|Foreign currency exchange loss                     | 691                 |  | 612                 
|Total Operating Expenses                           | 206,520             |  | 174,442             
|Income (Loss) From Continuing Operations           | (19,387)            |  | 16,693              
|Discontinued Operations                            |                     |  |                     
|Loss from discontinued operations                  | -                   |  | (583)               
|Net Income (Loss)                                  | $     (19,387)      |  | $        16,110     
|                                                   |                     |  |                     
|Basic Income (Loss) Per Common Share From          |                     |  |                     
|Continuing Operations                              | $                 - |  | $                  -
|Discontinued Operations                            | -                   |  | -                   
|Basic Income (Loss) Per Common Share               | $                 - |  | $                  -
|Diluted Income (Loss) Per Common Share From        |                     |  |                     
|Continuing Operations                              | $                 - |  | $                  -
|Discontinued Operations                            | -                   |  | -                   
|Diluted Income (Loss) Per Common Share             | $                 - |  | $                  -
|Basic Weighted-Average Common Shares Outstanding   | 76,421,792          |  | 76,171,792          
|Diluted Weighted-Average Common Shares Outstanding | 76,421,792          |  | 137,347,473         
|                                                   |                     |  |                     





See the accompanying notes to the condensed consolidated financial statements.



4











|RECYCLENET CORPORATION AND SUBSIDIARIES                |                |  |               
|------------------------------------------------------ | -------------- |  | --------------
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        |                |  |               
|(UNAUDITED)                                            |                |  |               
|                                                       |                |  |               
|For The Three Months Ended March 31,                   | 2005           |  | 2004          
|Cash Flows From Operating Activities:                  |                |  |               
|Net income (loss)                                      | $     (19,387) |  | $       16,110
|Adjustments to reconcile net income (loss) to net cash |                |  |               
|provided by (used in) operating activities:            |                |  |               
|Depreciation                                           | 1,255          |  | 545           
|Foreign currency exchange loss                         | 691            |  | 612           
|Issuance of common shares for consulting services      |                |  |               
|and amortization of shares held in escrow              | -              |  | 3,078         
|Changes in assets and liabilities:                     |                |  |               
|Accounts and other receivables                         | 988            |  | 18,571        
|Prepaid expenses                                       | 1,693          |  | -             
|Accounts payable and accrued liabilities               | 1,193          |  | 8,132         
|Deferred revenue                                       | (11,890)       |  | 3,604         
|Net Cash Provided By (Used In) Operating Activities    | (25,457)       |  | 50,652        
|Cash Flows From Investing Activities:                  |                |  |               
|Collection of advances to related party                | 1,509          |  | 1,550         
|Purchase of property and equipment                     | -              |  | (1,342)       
|Net Cash Provided By Investing Activities              | 1,509          |  | 208           
|Cash Flows From Financing Activities                   | -              |  | -             
|Effect of Exchange Rate Changes on Cash                | (2,195)        |  | (809)         
|Net Change in Cash                                     | (26,143)       |  | 50,051        
|Cash at Beginning of Period                            | 274,244        |  | 213,296       
|Cash at End of Period                                  | $     248,101  |  | $     263,347 
|                                                       |                |  |               





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, 2004. 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, 2005.



Advances to Related Party  At December 31, 2001, the Company had a $17,500 receivable from a related party through common ownership. The loan was unsecured and due on demand. During 2002 the receivable was converted to a loan bearing interest at 4% per annum, repayable in 36 equal monthly payments commencing in October 2002 and remained unsecured. At March 31, 2005 $14,436 had been repaid leaving an unpaid balance of $3,064.



NOTE 2STOCKHOLDERS EQUITY



In October 2003, the Company entered into a consulting agreement with an individual. Under the terms of the consulting agreement, the Company agreed to issue the consultant 125,000 shares of common stock on March 31, 2004 and 125,000 shares on August 31, 2004. The Company placed 250,000 shares into an escrow account in October 2003. In accordance with the Emerging Issues Task Force Topic D-90 Grantor Balance Sheet Presentation of Unvested, Forfeitable Equity Instruments Granted to a Nonemployee, the shares held in escrow were treated as unissued shares until such time as they were released from escrow, which release occurred on the scheduled release dates. The fair value of the common stock was determined based on the market price of the Companys unrestricted common stock on the date of the agreement and were valued at $7,500 or $0.03 per share. The consulting expense was recognized over the period from the date of the agreement through the date the shares vested and were released from escrow.



NOTE 3BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE



Basic income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of Class N (and Class X) 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.



6









The following data shows the amounts used in computing basic and diluted income (loss) per share for the three months ended March 31, 2005 and 2004:











|For The Three Months Ended March 31,                        |  |  | 2005       |  | 2004       
|----------------------------------------------------------- |  |  | ---------- |  | -----------
|                                                            |  |  |            |  |            
|Weighted-average number of common shares used in basic      |  |  |            | 
|income (loss) per common share calculation                  |  |  | 76,421,792 |  | 76,171,792 
|                                                            |  |  |            |  |            
|Incremental potentially issuable common shares from assumed |  |  |            | 
|conversion of Class N common shares                         |  |  | -          |  | 61,175,681 
|                                                            |  |  |            |  |            
|Weighted-average number of common shares and dilutive       |  |  |            | 
|potential common shares used in diluted income (loss) per   |  |  |            | 
|common share calculation                                    |  |  | 76,421,792 |  | 137,347,473
|                                                            |  |  |            |  |            



7











ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS



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 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.



Results of Operations



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



On December 31,2004, Recyclenet sold its business investment of Andela Products. The financial statements  following have been restated to reflect the elimination of this business activity.



Throughout the reporting periods shown previously, common stock was issued for various items (ie. business & start-up costs; merger costs; professional fees and marketing expenses). Accounting principles generally accepted in the United States of America require that we value these shares at current values when issued.



Sales Revenues



For the Three Months Ended



March 31,



2005                 2004







Sales Revenues                      $187,100                  $ 191,100





Sales revenues recorded for the three months ended March 31, 2005 of $187,100 have decreased slightly from the $191,100 recorded during the similar period of 2004. Although the traffic on our website is increasing at a strong rate, we appear to have a delay in our sales revenue increasing correspondingly.



8



















Operating Expenses

For the Three Months Ended



March 31,



2005                 2004





General and Administrative



Expenses                                $ 205,800             $173,800





General and Administrative Expenses increased to $205,800 in 2005 from $173,800 in the first quarter of 2004, an increase of $32,000. Compared to the same period of 2004, internet service provider expense has increased by $5,100, professional fees have increased by $8,300 primarily for legal fees associated with corporate activity, and advertising and promotion expense has increased by $12,400, a direct result of our efforts to market the BRAND of RECYCLENET at trade shows and industry conventions. Lastly, our labor costs have increased by $6,900, the direct result of hiring one additional sales person.











Net Income (Loss)



For the Three Months Ended



March 31,



2005                 2004







Net Income (loss)                     $(19,400)

$16,100





The net quarterly loss of $19,400 reported in the first quarter of 2005 was a significant change over  the $16,100 profit recorded in the similar period of 2004. As discussed above in the General and Administrative Expenses Managements continuing challenge is to grow and improve the business model and we are spending some of our cash reserves to promote the BRAND.



In October 2003, the Company entered into two separate investor relations agreements to perform various public relations services.  As compensation for these services, the Company issued 3,750,000 shares of common stock.  The shares were valued at $112,500 or $0.03 per share, which was the market value of the common stock on the date the agreements were entered into.  The $112,500 was immediately expensed as consulting expense.



As part of one of the agreements, the Company placed an additional 250,000 shares of common stock into escrow.  On March 31, 2004, 125,000 shares were released and the remaining 125,000 shares were released on August 31, 2004.  For accounting purposes, the 125,000 shares held in escrow are considered unvested stock,  the fair value of which is measured at the market price of unrestricted stock on the grant date.  These shares have been valued at $3,750 or $0.03 per share.  In accordance with EITF D-90:  Grantor Balance Sheet Presentation of Unvested, Forfeitable Equity Instruments Granted to a Non-employee, these shares will be treated as un-issued shares until such time as they are released from escrow.  The value of the shares were amortized as consulting expense over the period from the date of grant to the date released from escrow.  The amortization of consulting expense was recorded as an accrued liability.  At such time as the shares were released from escrow, the accrued liability was reclassed to equity.  At March 31, 2004, the Company recognized $3,078 of consulting expense in connection with the shares held in escrow.







Liquidity and Capital Resources



The Companys cash position recorded at March 31, 2005 of $248,100 has decreased by $26,100 from the December 31, 2004 cash position of $274,200. As discussed in the operations portion of this report, Management is spending a portion of the cash reserves to promote our business in the marketplace



9











Deferred Revenue



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 at March 31, 2005, deferred revenue of $84,500 was slightly lower than the December 31, 2004 balance of $96,500, reflecting a lower sales level for the quarter and a change in mix of the sales recorded in the quarter.











ITEM 3. CONTROLS AND PROCEDURES



As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d015(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



There was no change in the Companys internal control over financial reporting during the Companys most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.





PART II  OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS



To the knowledge of the Company there are no pending or threatened litigation or proceedings against the Company.



ITEM 2.

CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES



In October 2003, the Company entered into two separate investor relations agreements to perform various public relations services.  As compensation for these services, the Company issued 3,750,000 shares of common stock.  The shares were valued at $112,500 or $0.03 per share, which was the market value of the common stock on the date the agreements were entered into.  The $112,500 was immediately expensed as consulting expense.



As part of one of the agreements, the Company placed an additional 250,000 shares of common stock into escrow.  On March 31, 2004, 125,000 shares were released and the remaining 125,000 shares were released on August 31, 2004.  For accounting purposes, the 125,000 shares held in escrow were considered to be unvested stock.  The fair value of which is measured at the market price of unrestricted stock on the grant date.  These shares were valued at $7,500 or $0.03 per share.  In accordance with EITF D-90:  Grantor Balance Sheet Presentation of Unvested, Forfeitable Equity Instruments Granted to a Nonemployee, these shares will be treated as un-issued shares until such time as they are released from escrow.  The value of the shares were amortized as consulting expense over the period from the date of grant to the date released from escrow.  The amortization of consulting expense was recorded as an accrued liability.  At such time as the shares are released from escrow, the accrued liability was reclassed to equity.  On March 31, 2004 the Company reclassed $3,750 from the accrued liability to equity.



ITEM 3.

DEFAULT UPON SENIOR SECURITIES



None



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



10











ITEM 5.

OTHER INFORMATION

None











ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K



a) Exhibits.



Exhibit            Description

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

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

of 2002

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

of 2002

32.1

Certification of Chief Executive Officer pursuant to U.S.C Section 1350 as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002



32.2

Certification of Chief Financial Officer pursuant to U.S.C Section 1350 as adopted pursuant to



Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

None

















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





April 29, 2005

/s/ Paul Roszel



Paul Roszel, President and Chairman of the Board of

Directors





April 29, 2005

/s/ Richard Ivanovick



Richard Ivanovick, C.A., Chief Financial and

Accounting Officer





11