UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                 FORM 10-KSB


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

                 For the fiscal year ended December 31, 2002


                   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
     incorporation or organization)       Identification No.)


 7 Darren Place, Guelph, ON N1H 6J2, CANADA          (519) 767-2913
 ------------------------------------------          --------------
(Address of principal executive offices,     (Registrant's telephone number,)
  including Zip Code)


Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.010 par value

Check whether the issuer (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  [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or any amendment to this
Form 10-KSB.  (x)

State issuer's revenues for its most recent fiscal year: $1,671,000

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such stock, as of a specified date within the past 60
days.

  As at January 31, 2003, the aggregate market value of the voting stock held by
non-  affiliates of the registrant, based on the average bid and ask prices of
$0.010 and $ 0.020 respectively, namely $0.015 x 72,421,791 common shares
outstanding was $1,086,327.

  As of December 31, 2002 there were 61,175,681 class N voting non-equity shares
outstanding.

  As of December 31, 2002 there were 72,421,791 of the issuer's Common Shares,
$.010 par value, outstanding.



                                  1


                        RECYCLENET CORPORATION
                                INDEX

                           Table of Contents

                                Part I

Item 1.   Description of Business . . . . . . . . . . . . . . . . . . . 3
Item 2.   Description of Property . . . . . . . . . . . . . . . . . . .11
Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .11
Item 4.   Submission of Matters to a Vote of Security Holders . . . . .11

                                Part II

Item 5.   Market for Common Equity and Related Stockholder Matters. . .12
Item 6.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations. . . . . . . . . . . . .12
Item 7.   Financial Statements. . . . . . . . . . . . . . . . . . . . .F-1
Item 8.   Changes In and Disagreements with Accountants on
           Accounting and Financial Disclosure. . . . . . . . . . . . .16

                                Part III

Item 9.   Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange
           Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . .17
Item 11.  Security Ownership of Certain Beneficial Owners and
           Management . . . . . . . . . . . . . . . . . . . . . . . . .18
Item 12.  Certain Relationships and Related Transactions. . . . . . . .19
Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .21
Item 14.  Controls and Procedures . . .. . . . . . . . . . . . . . . . 21



                                   2


FORWARD LOOKING STATEMENTS

RecycleNet Corporation (the "Company", "we" or "us") cautions readers that
certain important factors may affect our actual results and could cause such
results to differ materially from any forward-looking statements that may have
been made in this Form 10-KSB or that are otherwise made by or on behalf of us.
For this purpose, any statements contained in the Form 10-KSB that are not
statements of historical fact may be deemed to be forward-looking statements.

Without limiting the generality of the foregoing, words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "plan" or "continue" or
the negative other variations thereof or comparable terminology are intended to
identify forward-looking statements. Factors that may affect our results
include, but are not limited to, our limited history of non-profitability, our
dependence on a limited number of customers and key personnel, the need for
additional financing and our dependence on certain industries. We also subject
to other risks detailed herein or detailed from time to time in our filings with
the Securities and Exchange Commission.



                                     PART I



ITEM 1. DESCRIPTION OF BUSINESS



INTRODUCTION

RecycleNet Corporation ("the Company") is a Utah corporation originally
incorporated on December 29, 1961. The Company was formerly named Garbalizer
Machinery Corporation. Neither the Company as presently constituted nor any of
its predecessors has filed for any bankruptcy, receivership, or similar
proceedings. On February 25, 1999, RecycleNet Corporation (Ontario) entered into
a reorganization agreement with Garbalizer Machinery Corporation of Utah, a
company whose shares were publicly traded on the bulletin board securities
market utilizing the symbol "GARM."

On March 19, 1999, the reorganization was consummated with Garbalizer Machinery
Corporation surviving and changing its name to RecycleNet Corporation (Utah).
Prior to the March 19, 1999 reorganization, the assets less liabilities of
Garbalizer Machinery Corporation were sold to Garb-Oil & Power Corporation
(Utah).  RecycleNet Corporation (Utah) acquired all of the common shares of
RecycleNet Corporation (Ontario) for shares of the Utah Company. As a result of
that reorganization, shareholders of RecycleNet (Ontario) exchanged their common
shares in that company for Class N voting, non-equity shares of RecycleNet
Corporation (Utah) and Class X non-voting, equity shares of RecycleNet
Corporation (Ontario). The Class N shares and Class X shares are exchangeable
into common shares of RecycleNet Corporation (Utah) (on the basis of one Class N
share and one Class X share for one common share of RecycleNet Corporation
(Utah)).  The Company has retained the market symbol "GARM" as its market symbol
and as an acronym for the slogan, "Global Access to Recycling Markets".

The Company is authorized to issue 250,000,000 common shares, par value $.01, of
which 72,421,792 common shares were issued and outstanding at December 31, 2002
and 61,175,681 Class N voting, non- equity shares were outstanding.  The Company
is currently engaged in providing Internet web services and E-Commerce services
to both the business-to- business and business-to-consumer communities.


                                3



COMPANY HISTORY AND DESCRIPTION OF BUSINESS

In 1989, Paul Roszel, an officer, director and principal shareholder of the
Company began publishing a newsletter entitled "The Recycler's Exchange." This
newsletter was published for a period of approximately seven years and was a
regional recycling industry newsletter that circulated to an estimated 3,200
recycling based businesses in Ontario, Canada. In late 1994, as the popularity
of the Internet grew, Mr. Roszel began work on physically developing the concept
of an electronic format web site to distribute the Recycler's Exchange
information world wide via the world wide web and e-mail. Thus, the Recycler's
Exchange evolved from a printed newsletter with limited distribution to one
electronically distributed worldwide.

The web site was activated on-line on May 1, 1995. During the early development
stages (1995-1997), Mr. Roszel operated RecycleNet as a sole proprietorship.
RecycleNet Corporation (an Ontario Private Corporation) was incorporated on
December 22, 1997. In the past seven years, the Company has developed and
implemented a broad range of software solutions including site management, sales
management, search, customer interaction, and transaction processing systems
using a combination of proprietary custom designed technologies and commercially
available, license technologies. The scaleable structure of the Company's
hardware and software allows for rapid deployment of new web site features and
services, while maintaining user performance standards.

In the rapidly changing Internet environment, the ability to update an
application to stay current with new technologies, its custom designed systems
and flexible data-base design allow for the addition, modification, or
replacement of web site content in a cost efficient and expeditious manner. The
Company currently uses UNIX BSD and APACHE software as its web server. Its
Internet servers are located in Cambridge, Ontario, Canada. Supervisory staff
provide professional Internet hosting facilities and redundant high speed
Internet connectivity. Supervisory staff also provide monitoring and support 24
hours a day, 7 days a week, supplementing the system administrators.

The Company has developed its own content and web site management tools to
facilitate the maintenance and updating of its web sites. Web site management
tools enable the Company's staff to update its web sites from remote locations
throughout the day. The market in which the Company competes is characterized by
rapidly changing technology, evolving industry standards, frequent new service
and product announcements, and changing customer demands. Accordingly, the
Company's future success may depend on its ability to adapt to rapidly changing
technologies, to adapt its services to evolving industry standards and to
continually improve the performance, features and reliability of its service in
response to competitive service and product offerings and evolving demands of
the market place. The failure of the Company to adapt to such changes would harm
the Company's business. In addition, the wide spread adoption of new Internet,
networking or telecommunications technologies or other technological changes
could require substantial expenditures by the Company to modify or adapt its
services or infrastructure.

Currently, the Company does not have any customers that are individually
material to its business. The loss of any particular customer would not have a
material adverse impact on the Company.


INDUSTRY BACKGROUND - GROWTH OF THE INTERNET AND ON LINE COMMERCE

The Internet has emerged as a global medium enabling millions of people
worldwide to share information, communicate, and conduct business
electronically. Since its emergence as a mass communications medium, the
Internet has features and functions that are unavailable in traditional media.
As a result, the Internet has quickly emerged as a success-critical medium. The
growing adoption of the web represents an enormous opportunity for businesses to
conduct commerce over the Internet. Companies focused on facilitating and



                                4


conducting transactions between businesses over the Internet typically use the
Internet to offer products and services that can be easily described with
graphics and text and do not necessarily require physical presence for purchase
or trade. The Internet gives these companies the opportunity to develop
relationships with customers worldwide from a central location without having to
make significant investments required to develop wholesale or retail facilities
or develop printing and mailing infrastructure associated with traditional
direct marketing activities. As such, management of the Company believes that
there are significant benefits in business-to-business and business-to-consumer
transactions over the Internet.


The Company has 3 business segments and are identified as: 1/ Internet Portal
Services; 2/ASP - Application Service Provider; 3/ E-Commerce. The business
segments are described below.

BUSINESS SEGMENT 1 -


INTERNET PORTAL SERVICES

THE COMPANY'S WEB SITES

The Company has developed a wide variety of Internet based information
technology services/products, which are available globally through web sites
owned by the Company. The web sites that constitute the core of the Company's
business segment, are described below.

1) Recycling Industry - The Company's anchor web site is Recycler's World
(www.recycle.net).  In 2002 RecycleNet Corporation acquired Global Recycling
Network (www.grn.com) which enhanced the market sector dominance held by the
Company's anchor web site.  In addition, the Company operates seven geographic
specific recycling sector sites of which, in the year 2002, the largest growth
occurred in euro.recycle.net .

2) Metal Industry - RecycleNet Corporation operates eight metal industry sector
web sites under the Metalworld umbrella (www.metalworld.com).

3) Glass & Composite Industry - The Company operates two web sites in this
sector.  Fiberglass World (www.fiberglass.com) and House of Glass
(www.glasschange.com).

4) Plastic & Rubber Industry - The Company operates C.R.U.M.B. (Crumb Rubber
Universal Marketing Bureau) (www.crumb.rubber.com), as well as a site dedicated
to the Tire Retread Industry (www.retreadersworld.com).  The company also
operates a scrap plastics marketplace (www.polychange.com).

  5)   Electronics Industry - The Company operates an Electronics Exchange
       (electronics.exchangesystem.net) for the used computer and electronics
       industry.

  6)   Auto Industry - This site facilitates an Internet used vehicle
       marketplace (auto.recycle.net).



                                5


7) Used Consumer Goods - This site provides access to a used and collectable
marketplace. (Used.recycle.net)

8)  Equipment Industry - This site provides on line access to a used equipment
marketplace. (Equip.recycle.net)

9) SEC-MAT- A site providing secondary materials and commodities clearing house
functions. (sec-mat.com)

All of the web sites discussed above are fully functional, operational, and
generating web site activity. The Company is constantly increasing the number of
its web sites which management believes will increase viewer use and traffic, as
well as revenues to the Company.

Each of the industry specific web sites functions as a business-to-business
trading resource and a business-to-consumer marketplace.

Currently, the Company derives its revenues only from its Internet Portal
Services business segment. Revenues are generated from businesses and persons
advertising on the web pages, from construction of web pages by the Company for
others, from HTML Link fees, and from subscription fees from persons and
businesses listed in the directories described below. The portal service
revenues are derived from a combination of fees, which are negotiated
individually with each customer. The customer buys a combination of services
specific to his needs, upon which the fees are based. The fees are recorded in
total dollar amounts as the Company has no reasonable method available to
subdivide the revenues on its books.

Each of RecycleNet's Internet web sites (as listed above) functions as a "front
door" or portal to information on its own niche industry and trading of
commodities or other goods and items. Each portal provides the following on line
services:

Directories :  Organized alphabetically and by industry specialization or
sector. Directory listings for companies include full contact information, an e-
mail reply form and links to the Company's own web site where applicable.


     Trade Directory:

Each web site maintains an industry trade directory that lists Traders and/or
Recyclers from around the world. These Trade Directories are freely accessible
to anyone with Internet access.


     Equipment Directory:

Each web site maintains an equipment directory that lists Original Equipment
Manufacturers (OEM) and distributors from around the world.

     Association Directory:

Each web site maintains an industry association directory that lists member-
based organizations from around the world.


     Publication Directory:

Each web site maintains an industry publication directory that lists industry
related publications from around the world.



                                6


     Exchange Directory:

Each web site maintains a directory that lists related information or commodity
exchanges from around the world.

Industry Specific E-mail Forums:

This is a free service for the general industry and public to view and interact
with each other and is organized by industry specialization or sector. These e-
mail based forums provide subscribers with a free system for exchanging
industry/sector specific news, questions and answers, comments, technical
bulletins, among others.

Home Pages, Web Site Hosting and Internet Service Provider Services:

The Company provides development, consulting and hosting services for the
general industry and public to view and interact with each other. A corporate
home page on a web site functions to promote a Company's products and services.
Elements included on a home page or web site may also facilitate e-commerce for
that particular Company. The Company also provides custom Internet dial-up
access services.  The Company hosts web sites for industry leaders including
associations and publications.

Targeted Graphic Advertising:

Targeted graphic advertising opportunities exist throughout the Company's
Internet portals. We attract small to mid-sized advertisers due to the cost
effective advertising model that reaches a highly targeted user base.

On-line Catalog/Inventory Service:

The On-line Catalog/Inventory Service is a server-based software that enables a
customer to create dynamic web pages of their entire inventory. Customers have
the ability to update their pages on-line "at will" and may also include
pictures of the items listed. Items listed in the On-line Catalog/Inventory
Service are also integrated into the Buy/Sell/Trade Exchange.

Xchange Listing Service:

This Xchange Listing Service software enables customers to create a dynamic set
of web pages listing all items they wish to buy or sell. Customers have the
ability to update their pages on-line "at will" and may also include pictures of
the items listed. Items listed in the Xchange Listing Service are also
integrated into the Buy/Sell/Trade Exchange.

Buy/Sell/Trade Listing Service:

The buy/sell/trade listing service is a free service that allows anyone with
Internet access to post any items they wish to buy, sell or trade. This exchange
covers the spectrum of used items, used equipment, waste & scrap materials.

On-Line Market Price System (In the Recycler's World Portal):

The On-Line Market Price System is a server-based software that enables
customers to list their over-the-scale buying prices for specific items or
grades of materials they wish to purchase. The On-Line Market Price System is
dynamic, customers can edit their prices "at will" and the terms are unique to
F.O.B. (shipping point) and grade.


                                7


The RecycleNet Composite Index (In the Recycler's World Portal):

The RecycleNet Composite Index provides real time market trend information by
taking a snapshot of the On-Line Market Price System. The RecycleNet Composite
Index is available both on-line and through a subscription service.

Andela Products Ltd: (Internet Sales of Equipment)

The Company also purchases and resells glass-pulverizing equipment through its
wholly owned subsidiary, Andela Products Ltd. over the Internet. The equipment
sales are at cost. The Company does not expect these sales to generate a profit
in the future. The Company continues in this business because of the contacts
with businesses and individuals in the glass recycling industry. The Andela
Scrap Glass Composite Index is a system that reports market prices for grades of
recycled glass, and is an integral part of the RecycleNet Composite Index. The
Company is of the belief that users of this feature are the same group of
individuals who will use other components of the RecycleNet Composite Index.
Thus, by promoting glass recycling equipment sales over the Internet, the
Company is potentially gaining customers in their other business segments as
well.

BUSINESS SEGMENT 2 -



ASP - APPLICATION SERVICE PROVIDER (formerly Internet Exchange Software)


In the Application Service Provider business segment, the Company bundles the
services provided in the portal business and licenses the ability to operate a
similar portal in any market niche online using the Rhodium WebWeaver TurnKey E-
Commerce software, of which the Company holds the Distribution Rights.

The Company intends that licensed customers will be able to utilize the software
on-line. It will not be downloaded and will not be sold in "hard" copy over the
counter in retail outlets.

An application service provider (ASP) leases application software to businesses
and individuals for a fee: the software is accessed over the Internet and always
remains on the ASP's server. The trend in the technology world is towards using
an ASP instead of continuously purchasing the latest software and extra server
space. What is increasing this trend is the theory that it makes more business
and technology sense when the software is simply leased, because upgrading is
easy and cost-effective, with no disturbance to service.

     Rhodium WebWeaver TurnKey E-Commerce System

The Company has the distribution rights for the Rhodium WebWeaver TurnKey E-
Commerce System. The rights were acquired from Paul Roszel, the President and a
director of the Company. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS"
herein for further information. This system powers many of the portals operated
by the Company, and is also available for paying clients who wish to license the
software to create their own Internet portal. The software is proprietary and
management is unaware of any similar software that is available on the market
although comparable programs may exist. It is capable of being customized to a
particular customer's needs. It is not available over-the-counter and must be
acquired directly from the Company. The system operates through the Company's
secure server and separate from other commercial operating systems. This system
provides e-mail functions and website design and allows clients to enhance their
presence on the Internet, generate and/or receive high quality sales leads and
related information, and respond more effectively and efficiently to qualified
sales leads.


                                8


On December 16, 1999, the Company signed an agreement securing the distribution
rights for the Rhodium WebWeaver TurnKey E-Commerce system. Mr. Roszel assigned
these rights personally to the Company in exchange for royalties on the issuance
of related licenses. There was not any compensation granted to Mr. Roszel for
this transaction to occur, nor were there any transaction fees involved. The
terms of agreement have all been fulfilled. This agreement does grant Mr. Roszel
a $1,000 royalty payment for each Rhodium WebWeaver License RecycleNet is able
to secure. The Company will charge a minimum of $35,000 for each license. In
January 2001, one license was sold for $35,000. RecycleNet Corporation is in the
ongoing process of developing marketing strategies to increase the sales of the
Rhodium WebWeaver licenses.


BUSINESS SEGMENT 3 - E-COMMERCE

The Company operates a secured server to support electronic commerce and
services. The Company is currently developing additional services that
incorporate e-commerce features. These services will enable customers to conduct
secure financial transactions over the Internet. One such service under
development is the Company's Secondary Commodity Clearing Service. This e-
commerce based service will allow RecycleNet Corporation to retain a portion of
the transactional value of the goods traded via the system. The Company
anticipates an average fee of 10% of the value of the goods traded.  At this
time, the Company is unable to estimate the total value of these transactions to
the Company. Further, the Company is in an initial stage of development of this
potential service and has not developed a time frame regarding research and
development and eventual commercialization of the service.

The Company believes that fees to be generated from activities associated with
E-Commerce Services may provide significant future revenue to the Company. The
Company intends to raise equity capital to fund the expansion of the Company's
business in E-Commerce services. To date, the Company has not raised any such
capital. In the event the Company is unable to raise additional funding,
development of further operations in this business segment will be curtailed

The Company believes that the Internet system and its associated technologies
such as email, worldwide web, instant messaging, e-commerce, among others,
provides the potential for any person or Company in any industry to conduct
business electronically. The exchange of goods among individuals and businesses
traditionally has been conducted through trading forums such as classified
advertisements, newsletters, person-to-person trading and other similar devices.
These methods have historically been inefficient for many reasons.  Examples of
this are the difficulty and expense for buyers and sellers to meet and exchange
information and complete transactions, limited varieties in goods offered by any
single individual or trader, high transaction costs, and lack of a reliable and
efficient means of setting prices for sales and purchases.

The Company believes it can develop targeted and trade-specific information
technology services/products, which may be used by companies for e-commerce and
other trade related purposes. The Company believes that these services/products
could assist companies and individuals in harnessing the potential that the
Internet offers. Further, these services are constantly evolving to accommodate
new technology, customer feedback, and regulatory requirements. The Company
plans to continue to develop additional services.



Marketing

The Company's marketing strategy is described in "Management's Discussion &
Analysis and Financial Condition and Results of Operation".


                                9


EFFECT OF GOVERNMENTAL REGULATIONS

The Company is a "reporting company" under the Securities Exchange Act of 1934
and is required to file annual, quarterly and periodic reports with the
Securities and Exchange Commission, such as Forms 10-KSB, 10-QSB, and 8-K. The
reports are available at the Commission's Public Reference Room at 450 Fifth
Street, NW, Washington, DC 20549, telephone 1-800-SEC-0330 and may be retrieved
electronically via the Internet at www.sec.gov and through other web sites and
search engines, such as www.freeedgar.com, www.Yahoo.com, and www.altavista.com

REPORTS TO SECURITY HOLDERS

The Company intends to prepare and deliver to its security holders an annual
report each year, which will include audited financial statements.

NEW AND EXISTING REGULATIONS OF THE INTERNET

The Company is subject to the same federal, state and local laws as other
companies conducting business on the Internet. Currently, there are relatively
few laws specifically directed towards on-line services. Due to the increasing
popularity and use of the Internet and on-line services, however, it is possible
that laws and regulations will be adopted with respect to the Internet or on-
line services. These laws and regulations could cover issues such as on-line
contracts, user privacy, freedom of expression, pricing, fraud, content and
quality of products and services, taxation, advertising, intellectual property
rights and information security.  Applicability to the Internet of existing laws
governing these issues is uncertain. The application of current and future laws
to persons doing business on the Internet would not likely have a harmful effect
or result in a competitive disadvantage to the Company in as much as all
entities doing business on the Internet would likely be subject to the same
regulations and laws.

EMPLOYEES

The Company has no employees. 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, on a
monthly invoice basis, 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 employees as does Inter- Continental.

The average monthly invoice from Inter-Continental to the Company approximates
$18,000. and pays for services for 18 employees of Inter-Continental utilized by
the Company. The Company is invoiced for the salaries as well as employee
benefits, such as deductions for Canada Pension Plans and Employment Insurance,
which is a deduction mandated by the Canadian Government. Management of the
Company believes this arrangement is beneficial to the Company in that all
payroll and employee withholding transactions are consolidated into one company,
Inter-Continental, thereby saving the Company a duplicative expense. Therefore,
the Company believes the arrangement to be as fair to it as could have been made
with an unaffiliated party. Also, Inter-Continental is responsible for acquiring
and maintaining appropriate insurance covering liabilities, including employee
conduct. There are no other material contracts between the Company and Inter-
Continental Recycling. (See "Facilities" and "Security Ownership of Certain
Beneficial Owners and Management" below.)


                                10


ITEM 2. DESCRIPTION OF PROPERTY


FACILITIES

The Company does not currently own any operating facilities.  The Company
maintains shared office space at 7 Darren Place, Guelph, Ontario, Canada and
RecycleNet Corporation pays $200(Canadian)per month to Inter-Continental
Recycling,Inc.  The Company believes that the current facilities will be
adequate for the foreseeable future. All research and development activities are
performed in these facilities. The Company believes that the nature of its
business coupled with computer networking technology will allow and support
future employees of the Company working from remote locations outside of the
Company's current (or future) facilities.


COMPETITION

The market for business-to-business trade focused Internet web sites is new and
quickly evolving. Competition for advertising, electronic commerce and business
users is intense and will increase substantially in the future. Technological
barriers to entry by competitors are relatively insignificant.  Management
expects to face intensified competition in the future from traditional trade
publishers, such as McGraw Hill, Penton Media, directory registry companies,
such as Thomas Register, as well as from Internet search engine companies, trade
associations, etc. The Company also competes with traditional forms of business-
to-business advertising and commerce, such as trade magazines, trade shows, and
trade associations for advertisers. It is Management's opinion that the number
of business-to-business Internet companies relying on Internet-based advertising
revenue will increase greatly in the future, which may increase pricing pressure
on our advertising rates.



ITEM 3. LEGAL PROCEEDINGS

Neither the Company nor any of its officers, directors or greater than 10%
beneficial shareholders are involved in any litigation or legal proceedings
involving the business of the Company.



ITEM 4. SUBMISSION OF MATTERS TO SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders during the
fourth quarter of fiscal year ended December 31, 2002.



                                11




                             PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's shares are traded on the over-the-counter bulletin board
securities market in the USA. The following table gives the range of high and
low bid information for the Company's common shares for each quarter within the
last two fiscal years through December 31, 2002. Because the Company's shares
are traded in the over-the-counter market, the quotations shown below reflect
inter-dealer prices without retail mark up, markdown or commission and they may
not represent actual transactions.

Fiscal Quarter           High Bid        Low Bid
-----------------        --------        -------
1st Quarter, 2001         $0.25          $0.05
2nd Quarter, 2001         $0.09          $0.05
3rd Quarter, 2001         $0.10          $0.05
4th Quarter, 2001         $0.07          $0.01

1st Quarter, 2002         $0.024         $0.010
2nd Quarter, 2002         $0.079         $0.010
3rd Quarter, 2002         $0.030         $0.015
4th Quarter, 2002         $0.025         $0.012

As of December 31, 2002, the number of holders of record of the Company's common
shares was 481.  Neither the Company (nor its subsidiary) have declared or paid
on common stock, for the last two fiscal years, any cash dividends. It is not
anticipated that any cash dividends will be declared or paid in the near future.
There are no contractual or other restrictions that limit the ability of the
Company to pay dividends on its common shares and none are anticipated in the
future.

The Company believes that it meets all the proposed qualifications of The BBXSM
which is a proposed new marketplace that will eventually take the place of the
OTC Bulletin Board r (OTCBB).

RECENT SALES OF UNREGISTERED SECURITIES

On January 2, 2001 the company issued an aggregate of 32,500,650 common shares
to acquire the business and assets of fiberglass.com, inc.  The shares were
issued to an aggregate of 27 persons.  Of those persons 19 are existing
shareholders of the Company.  All persons were fully apprised of the business
and prospects of the Company.  Certificates representing shares bear a
restriction against transfer absent an effective registration statement covering
any proposed transfer or exemption from such registration.

No underwriters assisted the Company with regard to the foregoing share issuance
and no commission or other remuneration was paid or given, directly or
indirectly, to any person.



                                12




ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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.


OVERVIEW

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


RESULTS OF OPERATIONS


SALES REVENUES

                                                   2002        2001
                                                   ----        ----
                           Sales Revenues      $1,671,100   $1,242,100


Sales revenues for the year ended December 31, 2002 were $1,671,100, an increase
of $429,000 over the same period of 2001.

Sales of Glass Pulverizing Equipment in Andela Products relates directly to
industry demand and design size of this equipment from the customer. In 2002 we
delivered contracts, repaired parts and provided service amounting to $1,165,600
compared to $695,600 in the previous year, a favorable 67% increase. Forecasting
revenues in the capital equipment market cannot be projected with any degree of
accuracy, consequently we have no way of knowing whether these same sales levels
will be maintained in 2003 or whether or not we will experience an improvement
in sales as the economy recovers in 2003.

In Portal Sales, revenues decreased only slightly to $505,500 in the year 2002
from $547,100 in the year 2001, a $41,600 decrease or 8%. Sales in this segment
of our business were quite weak commencing in the third quarter of 2001 and as
we moved through each of the quarters of 2002, sales strength increase from a
37% shortfall in the first quarter compared to the same period of 2001 to a 28%
increase in the fourth quarter over 2001. Our business appears to be recovering
and growing, achieving higher levels of sales and business activity as we move
forward.


  GROSS PROFIT

                                                        2002        2001
                                                        ----        ----
                             Gross Profit            $505,500    $545,700


Gross profit decreased slightly in 2002 to $505,500 from $545,700 in 2001 or 7%.
Although sales have increased substantially in total value, $470,000 of the
increased sales of equipment through Andela Products Ltd, at a break-even gross
profit, had no favorable impact on our gross margin. Gross profit was maintained
on all revenues in our portal business and this contributed entirely to the
gross profit. Although management has not been able to obtain a mark-up on the
equipment sold through Andela and our prospects for improvement are difficult at
this time, management will continue to emphasize increased effort in both to
increase our gross profit.



                                13



OPERATING EXPENSES

                                                         2002        2001
                                                         ----        ----
                                 Operating Expenses   $479,400    $600,500

General and Administrative Expenses have decreased by $121,100 in 2002. In the
last quarter of 2001, following the drastic drop in sales revenue, management
took strong and decisive action to reduce all expenses to balance our revenues
with our cost structure. Other than sales commissions, which increased in 2002
over 2001 by $21,300, all other major categories of expenses recorded marked
reductions in expenditure levels. The largest saving were achieved in salaries
and benefits of $52,600, due to changing salaried employees to commissioned
sales, and professional fees of $34,900, due to the finalization of U.S.
Security and Exchange Commission filing requirements in 2001, thus eliminating
continued professional fee billing from our accountants and lawyers in 2002.
Bad debts were reduced by $23,300 reflecting our policy of providing services
only with payment in advance.  Traveling expenses were reduced by $16,000.

During the second quarter of 2002, Recyclenet purchased the assets of Global
Recycling Network for $16,500 in cash, which consisted of their website and
domain name (www.grn.com), which the company feels will enhance business over
the long term. This purchase was expensed in the second quarter of 2002 and will
not be a  recurring cost in 2003.


NET PROFIT (LOSS)

                                                          2002      2001
                                                         ----        ----
 Net Profit (Loss)                                      $24,000   $(62,500)


The Year 2002 reflected a return to sales revenues in our Portal business, just
8% below 2001 levels while our Andela Products business recorded increased sales
revenues by 68% as discussed above. Since our gross profit is generated, at this
time, only from our portal business, gross profit for the year was $40,200 less
than 2001. Management's efforts in reducing expenses in late 2001 to current
levels, thus saving $121,200 in 2002, more than offset the reduction in gross
profit. Favorable foreign exchange gains of $8,900 over 2001 accounted for the
remaining profit improvement. Consequently, the year 2002 recorded a $24,000
profit compared to the net loss of $62,500 in the year 2001, a healthy $86,500
improvement.


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash position at December 31, 2002 of $212,200 improved by $22,000
from the $190,200 recorded at December 31, 2001. The company generated cash from
operations and depreciation in 2002 of $27,700. In addition, the inventory
funding of $61,500 that was provided by Recyclenet Corporation for a pulverizer
at Andela Products in 2001, was repaid in its entirety this year. During the
last quarter of 2002, the company expended cash by purchasing $75,000 of the
Class N convertible shares (and Class X shares of Amalco) thus reducing the
issued share capital in this class by 5,000,000 shares.


                                14


Advance to Andela Tool & Machine, Inc. and Acquisition of Andela Products Ltd.

Andela Tool & Machine, Inc is the supplier of glass recycling equipment that
Recyclenet Corporation sells over the Internet and the entity from whom Andela
Products Ltd. was acquired. Jim and Cyndy Andela, who own Andela Tool & Machine,
Inc. are also minor shareholders of Recyclenet Corporation.  Sales of glass
recycling equipment have increased the business activity for Andela Tool &
Machine, Inc. as well as its working capital requirements. As a result,
RecycleNet assisted in funding those requirements by providing an unsecured
loan, advancing a total of $22,500 to Andela Tool & Machine, Inc. A $5,000
payment on the advance was received by RecycleNet during the third quarter of
2000, leaving a balance of $17,500.

The loan has now been re-negotiated, bearing interest at 4% per annum with 36
equal monthly payments of $516.67 ending Sept 20, 2005. The Company does not
anticipate loaning funds to other persons in the future on terms similar to the
loan to Andela Tool & Machine, Inc. Management of the Company agreed to the
terms based upon the working relationship the Company sought with Andela Tool &
Machine, Inc.

Andela Products Ltd.'s sales for the twelve months ended December 31, 2002 were
$1,165,600 compared to $695,600 for the similar period of 2001. The Company's
sales personnel continue to promote glass recycling equipment sales over the
Internet. However, these products are custom products and revenues may not be
sustained in the future and may decline. Also, these sales generated no gross
profit to the Company.  Andela is involved in strategic marketing programs for
recyclable commodities and has developed a unique Internet based service. In
addition, the Company has developed the "Andela Scrap Glass Composite Index" as
an integral part of the RecycleNet Composite Index. The Andela Scrap Glass
Composite Index is a system that reports market prices for grades of recycled
glass. RecycleNet anticipates the Andela Scrap Glass Composite Index is expected
to have an important role as the Company develops its e-Commerce business
segment in the future.

Deferred Revenue

Deferred revenue results from customers who pay for portal services in advance,
such as quarterly, semi-annually, or annually. RecycleNet records the initial
payment in deferred revenue and then recognizes in each later month that
proportion which is provided in services. As at December 31, 2002, deferred
revenue amounted to $63,400 compared to $79,800 as at December 31, 2001. The
decrease in deferred revenue is directly related to the mix in sales revenue
being billed each month.

MARKETING

The Company's marketing strategy is designed to strengthen and increase brand
awareness, increase customer traffic to the web sites, build customer loyalty,
encourage repeat site visitation and develop incremental product and service
revenue opportunities.

The Company inventively applies technology to deliver personalized service
programs to ensure customer satisfaction and loyalty. The Company's goal is to
attract industry decision-makers to its web sites on a regular and consistent
basis by developing and providing customer services. The Company's marketing
strategy consists of traditional print media advertising, direct and indirect
outbound email advertising, Internet advertising, trade show participation,
trade association partnerships and strategic alliances with other media and
related companies and organizations. Due to the Company's experience gained over


                                15



the past seven years, management of the Company believes that the Company
benefits from positive "word of mouth" and customer referrals. Every effort is
made to achieve frequent communication with, and obtain feedback from, customers
to continually improve services and products.


FUTURE PLANS FOR EXPANSION


The Company plans to continue to sell and support its existing line of
information technology products and services and to continue development of its
Application Service Provider and E-commerce Business segments. It is
management's opinion that its current commercially developed products and
services in its Internet Portal services business segment has been tested,
refined and accepted by the industry at large. The Company will continue, with
the feedback of its existing customer base, to develop and bring to market
additional information technology products and services. The Company intends to
continue to increase the market's awareness of the Company's products and
services using traditional print and online marketing methods.  The Company's
future plans include a program of joint ventures, strategic alliances, and
mergers and acquisitions, which management believes will enable the Company to
acquire and maintain a dominant position as a business-to-business and business-
to-consumer trading resource.



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS


The Company has not had any disagreements with any of its independent
accountants.



                                  Part III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT


The directors and officers of the Company are as follows:


        Name              Age        Position                Term of Office
--------------------      ---  ------------------------   --------------------
Paul Roszel               46   Chairman of the Board,      Inception to Present
                               President

Richard R. Ivanovick C.A. 62   Chief Financial Officer,     03/99 to Present

Keith A. Deck             66   Director                     6/00 to Present


Paul Roszel has been involved with the Company since 1988. Mr. Roszel has over
22 years of hands on experience in the recycling industry. He has been actively
involved in the development and implementation of collection, processing,
transportation and sales/marketing programs for secondary commodities.

Richard R. Ivanovick C.A. joined the Company in November 1998. For the twenty-
six years prior to the present, Mr. Ivanovick has been serving as President of
Marsh Tire Service Ltd., Ontario, Canada, a company involved in automobile
service, sales and leasing of automobiles and truck rentals in the Guelph,
Ontario area.



                                16


Keith A. Deck is a retired executive with experience in the Automotive and
Electrical Manufacturing areas of business. From 1989 to 1999 Mr. Deck was the
General Manager of the Rocktell and Autocom plant Operations of Linamar
Corporation in Guelph, Ontario Canada. Limamar Corporation is a publicly traded
company on the Toronto Stock Exchange in Canada.

Each of these persons owns, directly or indirectly, common shares of the
Company.  Mr. Roszel and Mr. Ivanovick also own, directly or indirectly, class N
(class X) shares of the Company, which are convertible into common shares on a
one-to-one basis, as detailed in the following schedules.


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:

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


INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 16-10a-901 through 909 of the Utah Revised Business Corporation Act
authorizes a corporation's board of directors or a court to award
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred, including counsel fees) arising under the
Securities Act of 1933. A director of a corporation may only be indemnified if:
(1) the conduct was in good faith; and (2) the director reasonably believed that
the conduct was in or not opposed to the corporation's best interest; and (3) in
the case of any criminal proceeding, the director had no reasonable cause to
believe the conduct was unlawful. A corporation may not indemnify a person under
the Utah Act unless and until the corporation's board of directors has
determined that the applicable standard of conduct set forth above has been met.

The Company's Articles of Incorporation do not provide for any additional or
different indemnification procedures other than those provided by the Utah Act,
nor has the Company entered into any indemnity agreements with its current
directors and officers regarding the granting of other or additional or
contractual assurances regarding the scope of the indemnification allowed by the
Utah Act. At present, there is no pending litigation or proceeding involving a
director, officer or employee of the Company regarding which indemnification is
sought, nor is the Company aware of any threatened litigation that may result in
claims or indemnification. The Company has not obtained director's and officer's
liability insurance, although the board of directors of the Company may
determine to investigate and, possibly, acquire such insurance in the future.



ITEM 10. EXECUTIVE COMPENSATION

The following table shows compensation earned during the fiscal years 2002 and
2001 by the Officers and Directors of the Company.  They are the only persons
who received compensation during those periods. No other miscellaneous
compensation was paid or stock options granted during those periods.



                                17



                         Summary Compensation Table


       Name & Principal Positions         Fiscal Year     Salary
       ____________________________       ___________  _____________

Paul Roszel, President & Chairman             2002        $27,600
                                              2001        $27,900


Richard R. Ivanovick, CFO                     2002        $NIL
(Note 1)                                      2001        $NIL


Keith A. Deck, Director                       2002        $NIL
(Note 1)                                      2001        $NIL


NOTE 1: For the years ended December 31, 2002 and 2001, Richard R. Ivanovick,
CFO, and Keith A. Deck, director did not receive any salary or benefits from the
Corporation.   Subsequent to December 31, 2002, they have not drawn any salary
or benefits.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables sets forth, as of the date herein, the share ownership of
each person known by the Company to be the beneficial owner of 5% or more of the
Company's shares, each officer and director individually and all directors and
officers of the Company as a group.


Title          Name & Address                Amount, Nature & Percentage
of Class       of Beneficial Owner           of Beneficial Ownership
(Note 1)       (Note 1)                      (on a fully converted basis)


Class N        Inter-Continental             58,033,269 shares (voting) 94.9%
               Recycling, Inc. (Note 2 & 3)
               7 Darren Place
               Guelph, Ontario Canada

Class N        Paul Roszel (Note 3)             676,012 shares (voting)  1.11%
               7 Darren Place
               Guelph, Ontario Canada

Class N        Richard R. Ivanovick             636,422 shares (voting)  1.04%
               23 Cottontail Place
               Cambridge, Ontario Canada

Class N       Keith A. Deck                   no shares (voting)         0.00%
              46 Sherwood Dr.
              Guelph, Ontario Canada

Common       Inter-Continental               38,587,852 shares (voting)  53.3%
             Recycling, Inc. (Note 2 & 3)
            (see above address)

Common       Paul Roszel (Notes 2 & 3)        2,668,118 shares (voting)   3.68%
             (see above address)

Common       Richard R. Ivanovick C.A.        3,469,200 shares (voting)   4.79%
            (see above address)

Common       Keith A. Deck                      812,004 shares (voting)   1.12%
            (see above address)


                                18


Note (1) Class N shares are convertible into common shares on a one for one
basis. As of December 31, 2002, there were 61,175,681 Class N shares
outstanding. At the same date, there were 72,421,791 common shares outstanding.
The percentages in the above table are for the particular class.
Note (2) Inter-Continental Recycling Inc. is owned and beneficially held by Mr.
Paul Roszel, a director of the Company, and his immediate family.
Note (3) Mr. Roszel owns 676,012 Class N shares in his own name of which he has
voting power. In addition, he may be deemed to be a beneficial owner of the
58,033,269 Class N shares held by Inter-Continental Recycling, Inc.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The Company has an agreement with Inter-Continental Recycling, Inc., an Ontario
Corporation with its head office address at 7 Darren Place, Guelph Ontario.
Inter-Continental Recycling, Inc. is controlled 100% by Mr. Paul Roszel and his
immediate family. Inter-Continental Recycling Inc. operates a pool of qualified
personnel, working on development projects, computer programming updates and
sales activities for various companies.  From this pool of personnel, Inter-
Continental assigns and provides employees to the Company as long as the Company
requires them and can pay the associated costs.

RecycleNet Corporation is billed $860.00 monthly for direct costs for web
hosting fees and utilization of bandwidth. It is also billed monthly for
services supplied directly for management and sales activities, which vary
monthly based on the activity level.

Inter-Continental Recycling Inc. owns 58,033,269 Class N shares and 38,587,852
common shares of RecycleNet Corporation. Inter-Continental owned approximately
87.5% of the outstanding shares in RecycleNet Corporation (Ontario) at the time
of the reorganization between RecycleNet and Garbalizer Machinery Corporation in
April, 1999. It then exchanged its equity interest in RecycleNet (Ontario) for
Class X shares in RecycleNet (Ontario) and an equal number of Class N shares in
RecycleNet (Utah), which are convertible into common shares of RecycleNet
(Utah).


Mr. Paul Roszel through his holdings also controls the majority of the shares in
RecycleNet Corporation (Utah).

There are no other transactions during 2002, or proposed transactions, between
the Company and any director or officer or greater than 5% shareholder in which
such persons had or is to have a direct or indirect material interest. The
Company has no stock options, option plans or other incentive compensation plans
at the present time, although the Company anticipates that it may adopt
incentive compensation plans in the future. Further, the Company has no formal
management or employment agreements with any of its officers, directors or other
employees.

The Company intends to enter into agreements in the future with other companies
or entities to process credit card merchant transactions, for which the Company
will receive a fee. Officers, directors and greater than 5% shareholders of the
Company may have a direct or indirect interest in future potential businesses or
entities in the recycling industry.



                                19


PROMOTERS OF THE COMPANY

The promoter of the Company is Mr. Paul Roszel. Prior to the incorporation of
RecycleNet Corporation (Ontario), Paul Roszel developed the concept of the
electronic dissemination of the information described above. In so doing, Mr.
Roszel acquired the domain name, the web sites and the web pages described
herein. Upon the incorporation of RecycleNet Corporation (Ontario), in
consideration for his services and expertise in developing the web sites and
pages, Mr. Roszel transferred ownership of these items to the corporation for
shares. As of November 1999, after the March 19, 1999 merger reorganization, the
number of Class N Shares issued by the corporation to Mr. Roszel and his related
corporation, for the above services and expertise, totaled 61,559,581 with a
contributed share capital of approximately $1.35.

DESCRIPTION OF SECURITIES

The Company has authorized 250,000,000 common shares, par value $.01, of which
72,421,792 common shares were issued and outstanding at December 31, 2002 and
61,175,681 Class N voting, non-equity shares were outstanding at December 31,
2002. The Class N voting, non-equity shares are convertible on a one for one
basis into common shares of the Company, RecycleNet Corporation (Utah), upon the
surrender by the holder of one Class N share and one Class X non-voting, equity
share of RecycleNet Corporation (Ontario).

The Class X shares are non-voting, equity participation shares and provide the
medium for the non-realization of capital gains for tax purposes of the original
Canadian shareholders. See also Notes 1 and 5 of Notes to the Financial
Statements below. Upon surrender of one each Class N and Class X share, the
Company will issue one common share of the Company and the Class N and Class X
shares will be cancelled. Subject to the foregoing, the owners of outstanding
common shares of the Company are entitled to receive dividends out of assets
legally available therefore at such times and in amounts as the directors of the
Company may determine. Each shareholder of common and each shareholder of Class
N shares is entitled to one vote for each common share or Class N share held on
all matters submitted to a vote of shareholders.

Cumulative voting for the election of directors is not provided for in the
Company's Articles of Incorporation as amended, which means that the holders of
a majority of the shares voted can elect all of the directors then standing for
election. The voting shares are not entitled to preemptive rights and are not
subject to conversion or redemption. Upon a liquidation, dissolution or winding-
up of the Company, the assets legally available for distribution to stockholders
are distributable equally among the holders of the shares after payment of
claims of creditors. Each outstanding share is, and all shares that may be
issued in the future, will be fully paid and non-assessable.

There are no provisions in the Articles of Incorporation, as amended, of the
Company that would delay, defer, or prevent a change in control of the Company.
The Company has no debt securities issued and the Company does not contemplate
issuing any in the near future.


                                20


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

The Company did not file any Forms 8-K during the fourth quarter of the fiscal
year ended December 31, 2002.  .


ITEM 14. Controls and Procedures

The Company is a small issuer with only three officers and directors and a small
staff in our headquarters.  Everyone is apprised as to the importance of prompt
disclosure of material corporate events and are required to report to management
any information they become aware of regarding the Company and it's operations,
favorable or unfavorable, so that management can assess the need for prompt
public disclosure.  Also, the Company has in place a system designed to monitor
any requirements under Section 16 of the Securities Exchange Act of 1934.  This
includes having one officer assigned to monitor and have required forms filed
timely, including Form 5 at year end.


INDEX TO EXHIBITS


Exhibit  Description
-------  -----------
2        Stock Exchange Agreement as an exhibit to Form 10-SB are hereby
         incorporated by reference.  Filed on April 4, 2001.
3(i)     Articles of Incorporation filed as an exhibit to Form 10-SB
         are hereby incorporated by reference. Filed on December 8, 1999.
3(ii)    By-laws filed as an exhibit to Form 10-SB, Amendment No. 5
         are hereby incorporated by reference. Filed on March 7, 2000.

10       Material Contracts
        (a)  Agreement between RecycleNet Corporation and Paul Roszel
             as an exhibit to Form 10-SB, Amendment No. 6 are hereby
             incorporated by reference. Filed on April 12, 2001.

        (b)  Agreement between RecycleNet Corporation and fiberglass.com,inc.
             as an exhibit to Form 10-SB, Amendment No. 6 are hereby
             incorporated by reference. Filed on April 12, 2001.

        (c)  Agreement between RecycleNet Corporation and metalworld.com, inc.
           as an exhibit to Form 10-KSB hereby incorporated by reference.
           Filed on April 16, 2001




                                20


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

RECYCLENET CORPORATION
February 25, 2003



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





In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

February 25, 2003



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





February 25, 2003



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




                                21



                                  Attachment A

                      Form of Certification for Form 10-KSB

                                 CERTIFICATIONS*

I, Richard R Ivanovick, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of RecycleNet
          Corporation;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact necessary to make the statements made, in
          light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this quarterly
          report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed,
          base on our most recent evaluation, to the registrant's auditors and
          the audit committee of registrant's board of directors (or persons
          performing the equivalent function):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:  February 25, 2003

/s/   Richard R Ivanovick
__________________________
Richard R Ivanovick
Chief Financial Officer




                                      22


                                  Attachment A

                      Form of Certification for Form 10-KSB

                                 CERTIFICATIONS*

I, Paul Roszel, certify that:


     1.   I have reviewed this annual report on Form 10-KSB of RecycleNet
          Corporation;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact necessary to make the statements made, in
          light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this quarterly
          report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed,
          base on our most recent evaluation, to the registrant's auditors and
          the audit committee of registrant's board of directors (or persons
          performing the equivalent function):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:  February 25, 2003

/s/  Paul Roszel
_____________________________________
Paul Roszel
Chief Executive Officer


                                      23

ITEM 7. FINANCIAL STATEMENTS




                      RECYCLENET CORPORATION
                  INDEX TO FINANCIAL STATEMENTS

                                                               Page

Report of Independent Certified Public Accountants             F-2

Consolidated Balance Sheets - December 31, 2002 and 2001       F-3

Consolidated Statements of Operations for the Years Ended
 December 31, 2002 and 2001                                    F-4

Consolidated Statements of Stockholders' Equity for the Years
 Ended December 31, 2001 and 2002                              F-5

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 2002 and 2001                                    F-6

Notes to Consolidated Financial Statements                     F-7






                                F-1






HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
Member of AICPA Division of Firms                   (801) 532-2200
Member of SECPS                                   Fax (801) 532-7944
                                              5 Triad Center, Suite 750
An Independent Member of                    Salt Lake City, UT  84180-1128
Baker Tilley International



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and the Board of Directors
RecycleNet Corporation


We have audited the consolidated balance sheets of RecycleNet Corporation and
subsidiaries as of December 31, 2002 and 2001 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of RecycleNet
Corporation and subsidiaries as of December 31, 2002 and 2001 and the results of
their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.


                                   /s/HANSEN, BARNETT & MAXWELL
                                   -----------------------------
                                   HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
February 18, 2003




                                       F-2


                             RECYCLENET CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                                              December 31,
                                                       ----------------------
                                                           2002          2001
                                                       --------    ----------
ASSETS

Current Assets
  Cash                                                 $ 212,196   $  190,245
  Trade accounts receivable, net of $1,659, and
   $5,314 allowance for bad debt, respectively            11,268       17,650
  Other receivables                                        6,560           -
  Inventory                                                   -        61,452
  Prepaid expenses                                         4,028           -
  Advances to related party - current                      5,658           -
                                                       ---------   ----------
   Total Current Assets                                  239,710      269,347
                                                       ---------   ----------

Computer Equipment                                        21,372       21,372
  Less accumulated depreciation                          (21,372)     (17,665)
                                                       ---------   ----------
   Net Equipment                                             -          3,707
                                                       ---------   ----------
Advances to related party - long term                     10,462       17,500
                                                       ---------  -----------

Total Assets                                           $ 250,172  $   290,554
                                                       =========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Trade accounts payable                                $  25,660   $       -
 Accrued liabilities                                      19,923      18,584
 Deferred revenue                                         63,433      79,829
                                                       ---------   ---------
   Total Current Liabilities                             109,016      98,413
                                                       ---------   ---------
Stockholders' Equity
 Class N convertible shares (and Class X
  shares of Amalco) - $0.01 par value;
  70,896,789 shares authorized; 61,175,681
  and 66,291,781 shares issued and
  outstanding, respectively                              611,757     662,918
Common shares - $0.01 par value;
  179,103,211 shares authorized; 72,421,792
  and 72,305,692 shares issued and
  outstanding, respectively                              724,218     723,057
Additional paid-in deficit                               (46,435)    (21,435)
Accumulated deficit                                   (1,148,384) (1,172,399)
                                                      ----------  ----------
   Total Stockholders' Equity                            141,156     192,141
                                                      ----------  ----------
Total Liabilities and Stockholders' Equity            $  250,172  $  290,554
                                                      ==========  ==========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-3



                             RECYCLENET CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                               For the Years
                                             Ended December 31,
                                           -----------------------
                                              2002        2001
                                           ----------  -----------

Sales                                     $ 1,671,050  $ 1,242,062
Cost of Sales                               1,165,556      696,405
                                          -----------  -----------
Gross Profit                                  505,494      545,657
                                          -----------  -----------
Operating Expenses
 General and administrative expenses          479,353      600,538
 Foreign currency net exchange
  (gain)loss                                   (1,314)       7,601
                                          -----------  -----------
Total Operating Expenses                      478,039      608,139
                                          -----------  -----------
Operating Income (Loss)                        27,455      (62,482)

Income Tax Expense                              3,440           -
                                          -----------  -----------
Net Income (Loss)                         $    24,015  $   (62,482)
                                          ===========  ===========
Basic Income (Loss) Per Common Share      $         -  $      ( - )
                                          ===========  ===========
Diluted Income (Loss) Per Common Share    $         -  $      ( - )
                                          ===========  ===========
Basic Weighted-Average Common Shares
  Outstanding                              72,320,324   72,120,620
                                          ===========  ===========
Diluted Weighted-Average Common Shares
  Outstanding                             138,089,691   72,120,620
                                          ===========  ===========



The accompanying notes are an integral part of these consolidated financial
statements.


                                       F-4


                             RECYCLENET CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                Class N Common Shares
                                 (and Class X Shares
                                      of Amalco)             Common Shares      Additional                Total
                                ----------------------  ----------------------   Paid-in    Accumulated Stockholders'
                                  Shares      Amount      Shares      Amount     Capital      Deficit      Equity
                                ----------  ----------  ----------  ----------  ----------  -----------  ----------
<S>                            <C>         <C>         <C>         <C>         <C>         <C>          <C>

Balance - December 31, 2000     66,441,781  $  664,418  39,655,042  $  396,550  $  196,745  $(1,109,917) $  147,796

Issuance to acquire
  Fiberglass.com, Inc.; January
  2001; $0.00 per share                  -           -  32,500,650     325,007    (218,180)           -     106,827

Conversion of 150,000 Class N
  (and Class X) common shares
  to common shares                (150,000)     (1,500)    150,000       1,500           -            -           -

Net loss for the year                    -           -           -           -           -      (62,482)    (62,482)
                                ----------  ----------  ----------  ----------  ----------  -----------  ----------

Balance - December 31, 2001     66,291,781     662,918  72,305,692     723,057     (21,435)  (1,172,399)    192,141

Redemption of Class N (and
  Class X) common shares:
  $0.02 per share               (5,000,000)    (50,000)          -           -     (25,000)           -     (75,000)

Conversion of  Class N
  (and Class X) common shares     (116,100)     (1,161)    116,100       1,161           -            -           -

Net profit for the year                  -           -           -           -           -       24,015      24,015
                                ----------  ----------  ----------  ----------  ----------  -----------  ----------

Balance- December 31,2002       61,175,681  $  611,757  72,421,792  $  724,218  $  (46,435) $(1,148,384) $  141,156
                                ==========  ==========  ==========  ==========  ==========  ===========  ==========

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-5


                              RECYCLENET CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                        For the Years Ended
                                                            December 31,
                                                      ------------------------
                                                         2002         2001
                                                      -----------  -----------
Cash Flows From Operating Activities
 Net income (loss)                                    $    24,015  $   (62,482)
 Adjustments to reconcile net income
  (loss) to net cash used by operating activities:
   Depreciation                                             3,707        8,175
   Foreign currency net exchange (gain) loss               (1,314)       7,601
 Changes in assets and liabilities:
   Accounts and other receivables                            (178)      54,467
   Inventory                                               61,452      (61,452)
   Prepaid expenses                                        (4,028)           -
   Accounts payable and accrued liabilities                26,999        6,616
   Deferred revenue                                       (16,396)      20,590
                                                      -----------  -----------
     Net Cash Provided by (Used in)
       Operating Activities                                94,257      (26,485)
                                                      -----------  -----------
Cash Flows From Investing Activities
 Cash from acquisition of fiberglass.com, Inc.                  -        2,059
 Collection of advances to related party                    1,380            -
                                                      -----------  -----------
     Net Cash Provided by Investing
       Activities                                           1,380        2,059
                                                      -----------  -----------
Cash Flows From Financing Activities
 Collection of receivable from shareholder
  received in acquisition of fiberglass.com, Inc.               -      104,767
 Cash paid in redemption of Class N and(Class X)
  common shares                                           (75,000)           -
                                                      -----------  -----------
     Net Cash Provided By (Used in)
      Financing Activities                               (75,000)     104,767
                                                      -----------  -----------
Effect of Exchange Rate Changes on Cash                     1,314       (7,601)
                                                      -----------  -----------
Increase in Cash                                           21,951       72,740

Cash at Beginning of Year                                 190,245      117,505
                                                      -----------  -----------
Cash at End of Year                                   $   212,196  $   190,245
                                                      ===========  ===========


Non-Cash Investing and Financing Activities
-------------------------------------------

During 2002 and 2001, shareholders converted 116,100 and 150,000 shares of Class
N (Class X) shares to common stock, respectively.

On Jan 2, 2001, the Company purchased all the common stock of fiberglass.com,
Inc by issuing 32,500,650 shares of common stock.  The assets of fiberglass.com,
Inc. were $2,059 in cash and $104,767 of receivables from shareholders of
fiberglass.com, Inc. The receivables from shareholders were subsequently
collected.



The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-6



                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1-ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation -The accompanying financial statements present the
consolidated financial position of RecycleNet Corporation and subsidiaries and
the results of their operations and their cash flows in accordance with
accounting principles generally accepted in the United States of America. The
consolidated entity is referred to hereafter as RecycleNet or the Company.

Consolidation - The accompanying consolidated financial statements include the
accounts of RecycleNet Corporation and its wholly-owned subsidiaries. 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. The
Company has developed web site management, sales management, search, customer
interaction, and transaction processing systems using a combination of
proprietary custom designed technologies and commercially available licensed
technologies. The Company designs web systems and flexible data bases which
allow for the addition, modification, or replacement of web site content. The
Company provides Internet hosting facilities and redundant high speed Internet
connectivity. The Company has developed its own content and web site management
tools to facilitate the maintenance and updating of its web sites. The Company's
primary operations are conducted from Ontario.  However, the U.S. dollar is the
functional currency for the Company's consolidated operations because most of
the Company's transactions are in U.S. dollars. Gains and losses from foreign
currency translations and exchange gains and losses are included in the results
of operations.

Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.

Fair Values of Financial Instruments - Due to their near-term nature, the
amounts reported as cash, trade accounts receivable, advances to related party,
accounts payable, accrued liabilities and deferred revenues are considered to be
reasonable approximations of their fair values.

Computer Equipment - Equipment is stated at cost. Maintenance and repairs of
equipment are charged to operations and major improvements are capitalized. Upon
retirement, sale, or other disposition, the cost and accumulated depreciation
are eliminated from the accounts and gain or loss is included in operations.
Depreciation is computed using the straight-line method over the estimated
useful lives of the property and equipment, which are three to four years.
Depreciation expense was $3,707 and $8,175 for the years ended December 31, 2002
and 2001, respectively.


                                       F-7


                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


Computer software costs incurred for internal use are expensed as incurred
during the preliminary evaluation stage, are capitalized during the acquisition
and
development stage, and are expensed during the operation stage, including
training
and maintenance. Capitalizable software development costs for internal use were
not material for the years ended December 31, 2002 and 2001.

Revenue Recognition - Revenue from services are recognized as the services are
performed. Web site advertising services are charged on a monthly basis without
guarantee of the number of customers viewing the web site. Revenues from the
Internet Portal Services business are derived from individual custom packages
that include any combination of the following services: subscription fees, HTML
linking services, advertising, and web page construction. The Company charges a
per-client, per-month repetitive service fee, regardless of the services
provided. With respect to the Internet portal sites that facilitate e-commerce
trading, the
Company only charges a monthly fee for services that are provided to customers.
The Company does not charge sellers or buyers a percentage of the value of their
transactions nor does the Company charge a back-end fee. Customer payments
received in advance of providing services are recorded as deferred revenue and
are then recognized proportionately as services are performed.

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

Advertising Costs - Advertising costs are charged to expense in the period
incurred. Advertising expense for the years ended December 31, 2002 and 2001
were $8,056 and $22,560 respectively.

Recent Accounting Pronouncements - In August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets."  SFAS No. 144
establishes a single accounting model for long-lived assets to be disposed of by
sale and the recognition of impairment of long-lived assets to be held and used.
The Company implemented SFAS No. 144 effective January 1, 2002.  The adoption of
this standard has had no material effect on the Company's financial position or
results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other provisions, this statement modifies the criteria for classification
of gains or losses on debt extinguishments such that they are not required to be
classified as extraordinary items if they do not meet the criteria for
classification as extraordinary items in APB Opinion No. 30.  The Company
elected to adopt this standard during the year ended December 31, 2002. It had
no effect to the accompanying financial statements.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146"), which addresses
accounting for restructuring and similar costs. SFAS 146 supercedes previous
accounting guidance, principally Emerging Issues Task Force issue No. 94-3
("EITF 94-3").  The Company is required to adopt SFAS 146 for restructuring
activities initiated after December 31, 2002. SFAS No. 146 requires that the
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred. Under EITF 94-3, a liability for an exit cost
was recognized at the date of the company's commitment to an exit plan. SFAS 146
also established that the liability should initially be measured and recorded at
fair value. Accordingly, SFAS 146 may affect the timing of recognizing future
restructuring plans, if any.


                                     F-8


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

Basic income (loss) per common share is calculated by dividing net income (loss)
by  the  weighted-average number of common shares outstanding.   Diluted  income
(loss)  per  common  share is calculated 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.   The
shares  used  in the computation of basic and diluted income (loss)  per  common
share are reconciled as follows:


                                                   2002         2001
                                                -----------  -----------
Basic weighted-average common shares
  outstanding                                    72,320,324   72,120,620


Dilutive effect of Class N shares                65,769,367            -
                                                -----------  -----------
Diluted weighted-average common shares
  Outstanding                                   138,089,691   72,120,620
                                                ===========  ===========


For  the  year  ended December 31, 2001, the Company had 66,291,781  potentially
issuable  common shares that were excluded from the calculation of diluted  loss
per share due to their anti-dilutive effects.

NOTE 3-ACQUISITIONS

On April 2, 2002, the Company acquired the assets of Global Recycling Network,
Inc. (GRN), an unrelated third-party, for $16,500 in cash. The assets of GRN
included the domain names of www.grn.com and www.recyclenet.com and all rights
to the name "Global Recycling Network", including all attendant intellectual
property rights. The entire purchase price was allocated to the website of GRN,
which was accounted for as marketing and advertising costs in accordance with
Statement of Position No 98-2. Accordingly, the advertising costs were expensed
at the date of acquisition.

NOTE 4-INCOME TAXES

Deferred tax assets are comprised of the following at December 31, 2002 and
2001:

                                                   2002       2001
                                                ----------  ----------

Operating loss carry forwards                   $  447,077  $  447,417
Less: Valuation allowance                         (447,077)   (444,417)
                                                ----------  ----------
Net Deferred Tax Asset                          $        -  $        -
                                                ==========  ==========



                                       F-9


                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


Income tax expense for the years ended December 31, 2002 and 2001 was comprised
of the following:

                                                     2002        2001
                                                  ----------  ----------
Current tax before benefit from operating
  loss carry forwards                             $   12,373  $   6,868
Benefit from operating loss carry
  forwards realized                                   (8,933)    (6,868)
                                                   ---------  ---------
Net Income Tax Expense                             $   3,440  $       -
                                                   =========  =========

The following is a reconciliation of the amount of expense that would result
from applying federal statutory rates to pretax income (loss) with the provision
for income taxes for the years ended December 31:


                                                      2002        2001
                                                   ----------  -----------
Tax expense (benefit) at statutory rate (34%)      $    9,335  $   (21,244)
Revision of prior year                                  3,440            -
Nontaxable exchange loss                                 (447)       2,584
Benefit from loss carry forwards                       (8,933)      (6,868)
State and provincial benefit net of federal tax             -       (2,841)
Change in deferred tax asset valuation allowance        2,660       31,861
Effect of lower tax rates                              (2,615)      (3,492)
                                                    ---------   ----------
Net Income Tax Expense                              $   3,440   $        -
                                                    =========   ==========

The Company has U.S. federal operating loss carry forwards of $1,200,614 that
expire from 2005 through 2022. The use of U.S. operating loss carry forwards are
limited and may not be available to offset future income. If tax benefits from
the U.S. operating loss carry forwards acquired in the acquisition of Garbalizer
are realized in the future, they will be recognized as a reduction of income tax
expense.

NOTE 5-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 common shares. The Class N common shares have voting rights of one vote
per share and are non-equity participating. Amalco, the Ontario subsidiary of
the Company, 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 into one
common share of the Company, solely at the option of the holders.


                                     F-10


                                RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


During the years ended December 31, 2002 and 2001, 116,100 and 150,000 Class N
common shares (and Class X shares of Amalco) were converted into 116,100 and
150, 000 common shares, respectively. In November 2002, the Company redeemed
5,000,000 Class N shares by paying cash of $75,000, or $0.015 per share.

NOTE 6-RELATED PARTY TRANSACTIONS

At December 31, 2000, the Company had a $17,500 receivable from a related party
through common ownership. The loan was unsecured and due on demand. No payments
were received during the year ended December 31, 2001. During 2002 the
receivable was converted to a loan bearing interest at 4% annually, repayable in
36 equal monthly payments commencing in October 2002 and is unsecured. At
December 31, 2002 $1,380 had been repaid leaving an unpaid balance of $16,120.

The Company has an agreement with Inter-Continental Recycling, Inc. to provide
various services for the Company. Inter-Continental Recycling, Inc. is owned
100% 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 Company has office space in a facility owned by the president of the
Company. For the years ended December 31, 2002 and 2001, rent expense was $1,530
and $1,550, respectively.

Under the terms of a distribution rights agreement related to the Rhodium
WebWeaver TurnKey E-Commerce system, the Company is obligated to pay Mr. Roszel
a $1,000 royalty payment for each Rhodium WebWeaver license the Company is able
to secure.  For the years ended December 31, 2002 and 2001 no royalty payments
were required under this agreement.

NOTE 7-SEGMENT INFORMATION

Accounting principles generally accepted in the United States of America
establish disclosures related to components of a company for which separate
financial information is available and evaluated regularly by a company's chief
operating decision makers in deciding how to allocate resources and in assessing
performance. They also require segment disclosures about products and services
as well as geographic area.

                                    F-11


                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 2002 AND 2001


The Company has operations in two segments of its Internet business, namely:
Internet Portal Services and Internet Sales of Equipment (Andela Products Ltd.).
Information regarding the operations and assets of these reportable business
segments follows:

                                           Portal    Equipment
                                          Services     Sales       Total
                                         ----------  ----------  -----------
For the Year Ended December 31, 2002
   Sales                                $  505,500  $1,165,600   $ 1,671,100
   Net income (loss)                        24,900        (900)       24,000
   Assets                                  217,200      33,000       250,200

For the Year Ended December 31, 2001
   Sales                                $  546,500  $  695,600   $ 1,242,100
   Net income (loss)                       (61,800)       (700)      (62,500)
   Assets                                  202,900      87,700       290,600


                                             F-12