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, 2001


                   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, including Zip Code)    (Registrant's
									telephone number,)


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.  ( )

State issuer's revenues for its most recent fiscal year: $1,242,000

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, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant, based on the average bid and ask prices of
$0.020 and $ 0.010 respectively, namely $0.015 x 72,305,692 common shares
outstanding was $1,084,585.

As of December 31, 2001 there were 66,291,781 class N voting non-equity shares
outstanding.

As of December 31, 2001 there were 72,305,692 of the issuer's Common Shares,
$.010 par value, outstanding.




                        RECYCLENET CORPORATION
                                INDEX

                           Table of Contents

                                Part 1

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. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . .18
Item 11.  Security Ownership of Certain Beneficial Owners and
           Management . . . . . . . . . . . . . . . . . . . . . . . . .19
Item 12.  Certain Relationships and Related Transactions. . . . . . . .20
Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .22


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 are 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) and
acquiring 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 authorized 150,000,000 common shares, par value $.01, of which
72,305,691 common shares were issued and outstanding at December 31, 2001 and
66,291,781 Class N voting, non- equity shares were outstanding. The Company has
retained the market symbol "GARM" as its market symbol and as an acronym for the
slogan, "Global Access to Recycling Markets". Prior to the March 19, 1999
reorganization, the assets less liabilities of Garbalizer Machinery Corporation
were sold to Garb-Oil & Power Corporation (Utah). 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.






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. During 1998, RecycleNet Corporation (Ontario) participated in
an electronic cash pilot program, which was conducted by Mondex Canada. In the
past five 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
provides professional Internet hosting facilities and redundant high speed
Internet connectivity. Supervisory staff also provides 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 world
wide 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 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'S WEB SITES

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

1) Recycler's World - a world wide trading site for information relating to
secondary or recyclable commodities, by-products, and used and surplus items or
materials. It can be accessed at www.recycle.net

2) C.R.U.M.B. (Crumb Rubber Universal Marketing Bureau)-
Established in 1997 as a global business-to-business resource and source of
information specializing in crumb rubber trade. Crumb rubber is the product of
shredding and granulating tires to a fine particulate consistency. This site can
be accessed at www.rubber.com/crumb

3) auto.recycle.net - This site facilitates an Internet used vehicle
marketplace.

4) equip.recycle.net - This site provides on line access to a used equipment
marketplace.

5) used.recycle.net - This site provides access to a used and collectable
marketplace.

6) SEC-MAT- A site providing secondary materials and commodities clearing house
functions. This site can be accessed at www.sec-mat.com

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. In
this segment, 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.

The two other business segments, Application Services Provider services
(formerly known as "proprietary exchange software") and E-commerce Services are
still in development. See "Business Segment 2" and "Business Segment 3",
respectively, below. Within the Internet Portal Services segment are revenues
from businesses and persons advertising on the web pages, from construction of
web pages by the Company for others, HTML Link fees, and 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.

Regarding the Application Service Provider business segment, the Company intends
to bundle the services provided in the portal business and license 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. Also, the Company believes that
fees to be generated from activities associated with E-Commerce Services may
provide significant future revenue to the Company. In this business segment, the
Company would act as a commodity clearinghouse, capturing a percentage of the
value of the goods traded. 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's Business segments 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

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:

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

Equipment Directory:

Each web site maintains an equipment directory that lists OEM Equipment
manufactures and distributors from around the world and is organized
alphabetically, by industry specialization or sector and by equipment type.
Directory listings for companies include full contact information and e-mail
reply form and links to the company's web site where applicable.

Association Directory:

Each web site maintains an industry association directory that lists member-
based organizations from around the world and is organized alphabetically and by
industry specialization or sector. It includes directory listings for
associations with full contact information, and e-mail form and links to the
association's web site where applicable.

Publication Directory:

Each web site maintains an industry publication directory that lists industry
related publications from around the world and is organized alphabetically and
by industry specialization or sector. Directory listings for publications,
journals and magazines include full contact information and e-mail reply forms
and links to the publication's web site where applicable.

Exchange Directory:

Each web site maintains a directory that lists related information or commodity
exchanges from around the world and is organized alphabetically and by industry
specialization or sector. Directory listings for exchanges include full contact
information, and e-mail reply form and links to the exchange's web site where
applicable.

Industry Specific E-mail Forums:

This is free 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.

Targeted Graphic Advertising:

Targeted graphic advertising opportunities exist throughout the more than 7,000
web pages within 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 Inventory Service:

The On-line 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 Inventory Service are also
integrated into The Recycler's 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 Xchange Listing Service are also integrated
into The Recycler's Exchange.

The Recycler's Exchange (In the Recycler's World Portal):

The Recycler's Exchange is a free buy/sell/trade listing service that allows
anyone with Internet access to post any items they wish to buy, sell or trade.
The Recycler's Exchange has over 177 categories and 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.

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.

BUSINESS SEGMENT 2

ASP - APPLICATION SERVICE PROVIDER (formerly Internet Exchange Software)

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 pushing 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.

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. When these licenses are
processed, it will constitute a related party transaction and the Company is not
representing that the transaction is as fair to the Company as could have been
if made with unaffiliated parties. Mr. Paul Roszel through his holdings also
controls the majority of the shares in RecycleNet Corporation (Utah). 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 a strategic opportunity exists related to the distribution
of hardware and software supporting e-cash transactions. E-cash is a system of
electronically transferring cash values using Smart Card technology. A Smart
Card resembles a standard plastic credit card (including the magnetic strip on
the reverse side) and has a small gold-embossed silicon chip embedded on the
card in which data is stored including cash balances owned by the holder. The
evolution of e-cash is a new and dynamic dimension to e-commerce, over and above
the existing credit card transaction technology. The Company believes that the
e-cash system is uniquely compatible to the trading of goods, commodities and
services. At this time, the Company has not commenced development of
incorporation of this opportunity into the Company's business.

The Company believes that the Internet system and its associated technologies
such as email, world wide 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 business
traditionally has been conducted through trading forums such as classified
advertisements, newsletters, person-to-person trading and other similar devices,
which had historically been inefficient for many reasons including the
difficulty and expense for buyers and sellers traditionally to meet, exchange
information and complete transactions, limited varieties in goods offered by any
single individual or trader, high transaction costs, 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.

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.

Marketing

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

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 inasmuch 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 will assign and provide 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 from the Inter-Continental employees as does Inter- Continental.

The average monthly invoice from Inter-Continental to the Company
approximates $25,200, and pays for services for 10 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. During 1998, the Company was
using 4 employees of Inter-Continental, and expanded between January through
October, 1999, to 11 persons. As the Company's needs increase, it will utilize
additional personnel of Inter-Continental. 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.)

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 pays $200.Cdn per month to Inter- Continental Recycling, Inc.  Inter-
Continental Recycling Inc. provides this space at a nominal fee of $200 per
month. 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. Inter-Continental Recycling, Inc., is a holding company,
which owns and holds 12 Internet ventures. The ventures cover all aspects of
commodity businesses, both virgin and recycled. The CompanyRecycleNet is one of
the 12 ventures in which Inter- Continental holds an interest. Currently, the
interest of Inter- Continental is represented by ownership of over 87% of the
Company's outstanding Class N shares.

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, 2001.


                                     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 and the subsequent period through December 31, 2001.
Because the Company's shares are traded in the over-the-counter market, the
quotations shown below reflect inter-dealer prices without retail markup,
markdown or commission and they may not represent actual transactions.

Fiscal Quarter           High Bid        Low Bid
-----------------        --------        -------
1st Quarter, 2000         $0.75          $0.13
2nd Quarter, 2000         $0.66          $0.05
3rd Quarter, 2000         $0.84          $0.11
4th Quarter, 2000         $0.84          $0.13

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

As of December 31, 2001, the number of holders of record of the Company's common
shares was 72,305,692.  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.

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, etc.

No underwriters assisted the Company with regard to the foregoing share
issuance.


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

RecycleNet Corporation (an Ontario Private Corporation) was incorporated on
December 22, 1997 and purchased the ongoing business proprietorship of Mr. Paul
Roszel. The Company operated its business activities and continued to expand its
operations throughout the following period. RecycleNet Corporation (Ontario),
since its inception, has provided Internet services and has received all of its
sales revenue from these activities. On March 19, 1999, RecycleNet Corporation
(Ontario) completed a reverse share acquisition with the Garbalizer Machinery
Corporation, a Utah corporation. None of the previous business activities of
Garbalizer Machinery Corporation were continued on in the new parent.
Consequently, none of the operations of Garbalizer Machinery Corporation are
discussed in the following financial analysis.

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. Each package is unique and distinctions between services are not
made for accounting purposes. 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. We
believe there is no material difference in fees from the various aspects of its
web site services segment and therefore the web site fees from the individual
services are not separately identified.

The business model requires 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. The two other business segments, Application Services
Provider services (formerly known as "proprietary exchange software") and E-
commerce Services are still in development, except for selling equipment over
the Internet. See "Business Segment 2" and "Business Segment 3" in "Description
of Business" above.


SALES REVENUES

                                                   2001        2000
                                                   ----        ----
                           Sales Revenues      $1,242,000   $2,066,100


Sales revenues for the year ended December 31, 2001 were $1,242,000, a decrease
of $824,100 over the same period of 2000. Sales of Glass Pulverizing Equipment
relates directly to the design size of this equipment from the customer and in
2001 we delivered contracts amounting to $6695,585 compared to $1,343,800 in the
year 2000. Since we have no history of strong sales over more than one year, we
are not sure that these same sales levels will continue into 2002 or whether we
will experience an improvement in sales as the economy recovers in 2002.

 In our Portal Sales area, revenues decreased only slightly to $547,100 in the
year 2001 from $560,900 in the year 2000, a $13,800 decrease. Sales in this
segement of our business were quite strong in the first six months of the year,
recording a 41% improvement over the $256,000 in 2000 to $362,200 while sales in
the last six months were correspondingly adverse. However sales in the last
quarter even though not as strong as we expected have stabilized at a level
higher than the sales revenues of the third quarter. Our site traffic activity
is strong and is recording increased business activity.


  GROSS PROFIT

                                                        2001        2000
                                                        ----        ----
 Gross Profit                                         $545,700    $550,600


Gross profit decreased slightly in 2001 to $545,700 from $550,660 in 2000.
Although sales have decreased substantially in total value, $809,700 of the
decreased sales of equipment through Andela Tool Ltd ,at a break even gross
profit, had no negative 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
business segements to increase our gross profit.

OPERATING EXPENSES

                                                         2001        2000
                                                         ----        ----
                                 Operating Expenses   $608,100    $477,500

General and Administrative Expenses have increased $130,600 to $608,200 in 2001.
Travel costs, along with advertising and promotion expenses increased $32,800
resulting directly from increased attendance at industry specific trade shows.
Most of these trade show expenses were committed prior to the last quarter and
management was not able to cancel air fares and convention registration fees
which were paid in advance. Internet service provider expenses increased by
$16,900 to $33,500 reflecting the additional costs to support metalworld.com inc
and fiberglass.com inc. acquisitions. Bad debts expenses were higher by $8,100
than the prior year resulting from our change in sales policy and increased
emphasis on our collection process.

Professional fees also increased by $23,700 resulting directly from our
continued efforts to comply with all the Securities and Exchange Commission
requirements. Additional administrative costs were incurred in the early part of
the year when portal sales revenues were increasing at a very favorable rate and
continued into the fourth quarter before management trimmed expenses to
correspond to our lower business sales volumes.

NET PROFIT (LOSS)

                                                          2001       2000
                                                         ----        ----
                                 Net Profit (Loss)     $(62,500)   $73,100



The Year 2001 proved to be a very disappointing year for the management of this
Company. Sales in the first half of the year in our Portal business was quite
strong, rising 41% to $362,200 from $256,000 in the same period of 2000. In our
efforts to provide appropriate service levels to our customers, we increased our
administrative staff and committed expenses to accomplish these goals. However,
in the third quarter of 2001, sales revenues started to deteriorate which
continued into the fourth quarter. Management responded by cutting expenses in
the last quarter to our current levels which will be more in line with our sales
revenue. The Year ended December 31, 2001 recorded a Net Loss of $62,500, a
$135,600 deterioration over the $73,100 profit recorded during the previous year
2000. As discussed above in our operating expenses discussion, these expenses
increased $122,400 and accounts primarily for the profit decline.

Management has reduced the company's operating expenses to reflect these lower
sales revenue levels and is continuing to monitor closely its business
activities.
                                                  .


LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital position at December 31, 2001 of $170,900 improved
by $52,500 from the $118,400 recorded at December 31, 2000. Although the Company
incurred an operating loss of $62,500, $54,500 cash was recovered from a
reduction in accounts receivable,$20,600 from deferred revenue and $106,800 from
the acquisition of fibreglas.com,inc. Funds were provided for inventory of
$61,500 to assist Andela Tool in the marketing of a pulverizer.

The management of the Company has reduced expenses to match the reduction in
sales revenues and will take the appropriate steps to maintain a healthy
liquidity position.


Advance to Andela Tool and Machinery and Acquisition of Andela Products Ltd.

RecycleNet advanced a total of $22,500 to Andela Tool and Machinery to assist in
their short-term working capital requirements. Andela Tool and Machinery is the
supplier of the glass recycling equipment the Company sells over the Internet
and the entity from whom Andela Products Ltd. was acquired. Sales of glass
recycling equipment have increased the business activity for Andela Tool and
Machinery as well as its working capital requirements. As a result, the Company
assisted in funding those requirements. Jim and Cindy Andela, who own Andela
Tool and Machinery, are also minor shareholders of RecycleNet Corporation. A
$5,000 payment was received during the third quarter of 2000. The loan is
unsecured. The loan is non-interest bearing and payment terms have not been
established. The Company does not anticipate loaning funds to other persons in
the future on terms similar to the loan to Andela Tool and Machinery. Management
of the Company agreed to the terms based upon the working relationship the
Company sought with Andela Tool and Machinery.

Andela Products Ltd.'s sales for the twelve months ended December 31, 2001 were
$695,600 compared to $1,505,300 for the similar period of 2000. 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 RecycleNet customers who pay for portal services
in advance, such as quarterly, half year, or annually. RecycleNet records the
initial payment in deferred revenue and then recognizes in each month that
proportion which is provided in services. As at December 31, 2001, deferred
revenue amounted to $79,800 compared to $59,200 as at December 31, 2000. The
increase in deferred revenue is directly related to the mix in sales revenue
being billed each month, as we are invoicing larger amounts to customers.

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 free services. 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 the
past four 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.


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               45  Chairman of the Board,      Inception to Present
President

Richard R. Ivanovick C.A. 61  Chief Financial Officer,     3/99 to Present

Keith A. Deck             65  Director                     6/9900 to Present


Paul Roszel has been involved with the Company since 1988. From 1988 to 1995,
Mr. Roszel published a newsletter entitled "The Recycler's Exchange", which was
a regional industry newsletter circulating to an estimated 3200 recycling based
businesses throughout Ontario, Canada. In late 1994, Mr. Roszel began developing
the concept of a web site utilizing the World Wide Web on the Internet to
distribute the information regarding recyclable material markets electronically.
The web site was activated on-line in early May 1995. 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-
five years prior to the present, Mr. Ivanovick has been serving as President of
Marsh Tire Service Ltd., Ontario, Canada, which company is involved in
automobile service, sales and leasing, and truck rentals in the Guelph, Ontario
area.

Keith A. Deck is a retired executive with experience in the Automotive and
Electrical Manufacturing areas of business. He is currently an investment
partner in Hanna Capital Ltd, which manufactures precision tools for the
automotive and aerospace industries. 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.

None of these persons owns, directly or indirectly, any common shares of the
Company. Each of them, however, owns class N shares of the Company, which are
convertible into common shares on a one-to-one basis.


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:

In 1994, Mr. Roszel faced allegations from Revenue Canada (the federal taxing
authority of Canada) of failure to file tax returns under the Canadian Income
Tax Act for six Canadian corporations formed by him in 1987 for anticipated
business purposes. Because the corporations never engaged in business as
anticipated, they remained dormant and no returns were filed and minimum
franchise taxes and other annual charges were not paid for approximately 5 to 6
years. In an unrelated audit in 1994, the existence of the corporations were
identified and delinquencies were assessed personally against Mr. Roszel for
approximately $26,000, or $1,000 for each count of failure to file each year for
the six corporations (1987 into 1992). Primarily due to an inability to fully
pay the assessment, Mr. Roszel served three episodes of incarceration of 20, 20,
and 30 days (and a period of electronic confinement at his residence) until the
fines were deemed satisfied. By 1997 and prior to the incorporation of the
Company, all fines and assessments in this matter had been satisfied. Mr. Roszel
was not charged with fraud or other criminal conduct and it is not clear under
Canadian law whether the charges lodged against him constitute criminal or
"quasi-criminal" conduct. After reviewing the issue, the Company's Canadian
counsel were unable to opine as to the nature of the allegations and how they
would be defined in terms of American law. That is, under the Internal Revenue
Code of 1954, under certain circumstances, failure to file one or more tax
returns may result in criminal charges. The code law, however, for the Canadian
Customs and Revenue Agency does not specify a category for the charges. Further,
because Canada is a code law system, there is no case law interpreting the
issue. Mr.Roszel believes that his incarceration was pursuant to the civil
contempt power of the courts. Further, he believes that it does not affect his
ability or integrity to act as an officer and director of 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 fiscal 2001, and 2000 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.

                           Summary Compensation Table


       Name & Principal Positions         Fiscal Year     Salary
       ____________________________       ___________  _____________
Paul Roszel, President & Chairman             2001        $27,900
                                              2000        $28,800


Richard R. Ivanovick, CFO                     2001        $NIL
(Note 1)                                      2000        $NIL


Keith A. Deck, Director                       2001        $NIL
(Note 1)                                      2000        $NIL


NOTE 1: For the years ended December 31, 2001 and 2000, Richard R. Ivanovick,
CFO, did not receive any salary or benefits from the Corporation nor did Keith
A. Deck, director, receive any salary or benefits from the Corporation during
2001 and 2000. Subsequent to December 31, 2001, they have not drawn any salary
or benefits. Mr. Ivanovick received 210,721 Class N shares in RecycleNet Utah in
lieu of wages prior to the March 19, 1999 reverse takeover.


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) 87.54%
               Recycling, Inc. (Note 2 & 3)
               7 Darren Place
               Guelph, Ontario Canada

Class N        Paul Roszel (Note3)            3,526,312 shares (voting)  5.32%
               7 Darren Place
               Guelph, Ontario Canada

Class N        Richard R. Ivanovick           636,422 shares (voting)     0.96%
               23 Cottontail Place
               Cambridge, Ontario Canada


Class N       Keith A. Deck (Note 4)          no shares (voting)          0.00%
              46 Sherwood Dr.
              Guelph, Ontario Canada

Common       Inter-Continental                38,587,852 shares (voting)  3.37%
             Recycling, Inc. (Note 2 & 3)
            (see above address)

Common       Paul Roszel (Notes 2 & 3)        2,668,118 shares (voting)   3.69%
             (see above address)

Common       Richard R. Ivanovick C.A.        3,469,200 shares (voting)   4.80%
            (see above address)

Common       Keith A. Deck (Note 4)           812,004 shares (voting)     1.12%
            (see above address)


(1) Class N shares are convertible into common shares on a one for one basis. As
of December 31, 2001, there were 66,291,781 Class N shares outstanding. At the
same date, there were 72,305,692 common shares outstanding. The percentages in
the above table are for the particular class.
(2) Inter-Continental Recycling Inc. is owned and beneficially held by Mr. Paul
Roszel, a director of the Company, and his immediate family.
(3) Mr. Roszel owns 3,526,312 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.
4) Mr. Keith A. Deck replaced Mr. Mikael Prydz, who resigned as an officer and
director in June 2000.

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.

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
89% 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).


On September 23, 1999 RecycleNet Corporation signed a letter of intent to
purchase 100% of the common shares of fiberglass.com, inc., a Utah Company.
Inter-Continental Recycling Inc. is the majority owner of fiberglass.com, inc.,
which is controlled by Mr. Paul Roszel and his family. Mr. Paul Roszel through
his holdings also controls the majority of the shares in RecycleNet Corporation
(Utah). As at December 31, 2000 this transaction was not completed under the
terms included in the agreement. The terms required that fiberglass.com (1)
achieve monthly minimum sales of $25,000 with average sales equaling $50 per
customer; (2) operate in a manner as to incur no monthly losses; and (3) have no
debt larger than its tangible cash assets. The Company completed this
transaction early in January 2001. The Company waived the foregoing conditions
in order to close the transaction. This acquisition will be deemed to be among
related parties. The Company will not obtain a fairness opinion or other
evaluation as to whether the number of shares to be issued is fair and the
Company is not now representing, nor will it represent, that the transaction is
as fair to the Company as could have been made with unaffiliated parties. The
acquisition will be accounted for at historical cost to Inter-continental due to
it being between parties under common control.

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. As of the date of this Form 10-K, one license had been sold. When any
of these licenses are processed, it will constitute a related party transaction
and the Company is not representing that the transaction is as fair to the
Company as could have been if made with unaffiliated parties. Mr. Paul Roszel
through his holdings also controls the majority of the shares in RecycleNet
Corporation (Utah).

There are no other transactions during 2001, 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 near 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.

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 150,000,000 common shares, par value $.01, of which
39,655,042 common shares were issued and outstanding at December 30, 2000 and
66,441,781 Class N voting, non-equity shares were outstanding at December 31,
2001. 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.


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, 2001.  The Company did file an 8-K on January 2, 2001
reporting the acquistion of Fiberglass.com, Inc.



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.
3(iii)   By-laws
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


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
April 1, 2002



 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.

April 1, 2002



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





April 1, 2002



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






                     RECYCLENET CORPORATION
                  INDEX TO FINANCIAL STATEMENTS
                                                               Page

Report of Independent Certified Public Accountants             F-2

Consolidated Balance Sheets - December 31, 2001 and 2000       F-3

Consolidated Statements of Operations for the Years Ended
 December 31, 2001 and 2000                                    F-4

Consolidated Statements of Stockholders' Equity for the Years
 Ended December 31, 2001 and 2000                              F-5

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 2001 and 2000                                    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 sheet of RecycleNet Corporation and
subsidiaries as of December 31, 2001 and 2000  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, 2001 and 2000 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
March 19, 2002




                                       F-2



                             RECYCLENET CORPORATION
                           CONSOLIDATED BALANCE SHEETS


                                                             December 31,
                                                       ----------------------
                                                         2001        2000
                                                       --------    ----------
                                     ASSETS

Current Assets
  Cash                                                $  190,245  $   117,505
  Trade accounts receivable, net of $5,314, and
   $6,022 allowance for bad debt, respectively            17,650       72,117
  Inventory                                               61,452            -
                                                       ---------  -----------
   Total Current Assets                                  269,347      189,622
                                                       ---------  -----------

Computer Equipment                                        21,372       21,372
 Less accumulated depreciation                           (17,665)      (9,490)
                                                        --------  -----------
   Net Equipment                                           3,707       11,882
                                                        --------   -----------
   Advances to related party                              17,500       17,500
                                                        --------  -----------

Total Assets                                            $290,554  $   219,004
                                                        ========  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Trade accounts payable                                $        -  $    1,569
 Accrued liabilities                                       18,584      10,400
 Deferred revenue                                          79,829      59,239

   Total Current Liabilities                               98,413
71,208

Stockholders' Equity
 Class N convertible shares (and Class X
  shares of Amalco) - $0.01 par value;
  70,896,789 shares authorized; 66,291,781
  and 66,441,781 shares issued and
  outstanding, respectively                               662,918     664,418
Common shares - $0.01 par value;
  79,103,211 shares authorized; 72,305,692
  and 39,655,042 shares issued and
  outstanding, respectively                               723,057     396,550
Additional paid-in capital (deficit)                      (21,435)    196,745
Accumulated deficit                                    (1,172,399) (1,109,917)
                                                       ----------  ----------

   Total Stockholders' Equity                             192,141     147,796
                                                       ----------  ----------

Total Liabilities and Stockholders' Equity             $  290,554  $  219,004
                                                       ==========  ==========



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,
                                           -----------------------
                                              2001        2000
                                           ----------  -----------
Sales                                      $1,242,062  $ 2,066,107
Cost of Sales                                 696,405    1,515,486
                                           ----------  -----------
Gross Profit                                  545,657      550,621
                                           ----------  -----------
Operating Expenses
 General and administrative expenses          600,538      478,234
 Exchange loss (gain)                           7,601         (736)
                                           ----------  -----------
Total Operating Expenses                      608,139      477,498
                                           ----------  -----------
Net Income (Loss)                          $  (62,482) $    73,123
                                           ==========  ===========
Basic Income (Loss) Per Common Share       $        -  $         -
                                           ==========  ===========
Diluted Income (Loss) Per Common Share     $        -  $         -
                                           ==========  ===========
Basic Weighted-Average Common Shares
  Outstanding                              72,120,620   24,094,445
                                           ==========  ===========
Diluted Weighted-Average Common Shares
  Outstanding                              72,120,620   91,465,045
                                           ==========  ===========





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                                Additional
                                             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, 1999           68,130,269   $  681,303   10,643,947   $  106,439   $  447,926  $(1,183,040) $   52,628

Conversion of 1,688,926 Class N
  (and Class X) common shares
  to common shares, April through
  November 2000                       (1,688,488)     (16,885)   1,688,488       16,885           --           --           --

Issuance to acquire metalworld.com,
  Inc., July  2000; $0.00 per share           --           --   27,322,607      273,226     (251,181)          --       22,045

Net income for the year                       --           --           --           --           --       73,123       73,123
                                      ----------   ----------   ----------   ----------   ----------  -----------   ----------

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
                                      ==========   ==========   ==========   ==========   ==========  ===========   ==========

</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,
                                                 -----------------------
                                                    2001         2000
                                                 -----------  ----------

Cash Flows From Operating Activities
 Net income (loss)                               $  (62,482)      73,123
 Adjustments to reconcile net income
  (loss) to net cash used by operating activities:
   Depreciation                                       8,175        5,970
   Exchange (gain) loss                               7,601         (736)
 Changes in assets and liabilities:
   Accounts receivable                               54,467      (41,828)
   Inventory                                        (61,452)           -
   Advances to related party                              -       (2,500)
   Accounts payable and accrued liabilities           6,616       (8,704)
   Deferred revenue                                  20,590       15,911
                                                 ----------  -----------
Net Cash Provided by (Used in)  Operating
       Activities                                   (26,485)      41,236
                                                 ----------  -----------
Cash Flows From Investing Activities
 Purchase of equipment                                    -       (7,679)
 Cash from acquisition of metalworld.com, Inc.            -       22,045
 Cash from acquistion of fiberglass.com, Inc.         2,059            -
                                                 ----------  -----------
Net Cash Provided by  Investing Activities            2,059       14,366
                                                 -----------  ----------
Cash Flows From Financing Activities
 Collection of receivable from shareholder
  received in acquisition of fiberglass.com, Inc.    104,767           -
                                                 -----------  ----------
       Net Cash Provided By  Financing
         Activities                                  104,767           -
                                                 -----------  ----------
Effect of Exchange Rate Changes on Cash               (7,601)        736
                                                 -----------  ----------
Increase in Cash                                      72,740      56,338

Cash at Beginning of Year                            117,505      61,167
                                                 -----------  ----------
Cash at End of Year                              $   190,245  $  117,505
                                                 ===========  ==========


Non-Cash Investing and Financing Activities

On July 14, 2000, the Company purchased all of the common stock of
metalworld.com, Inc. by issuing 27,322,607 shares of common stock. The sole
asset of metalworld.com, Inc. was $22,045 in cash.

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 from the collection of receivables from
shareholders of fiberglass.com, Inc.

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


                                       F-6



                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

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 currency
translations 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.

Advances to Related Party - During the year ended December 31, 2000 the Company
loaned $22,500 to Andela Tool & Machine, from which the Company purchased Andela
Products Ltd. Prior to acquisition of Andela Products Ltd., Andela Tool and
Machine was an unrelated third-party. The owners of Andela Tool & Machine became
minor shareholders as a result of the Company's acquisition of Andela Products
Ltd. During the year ended December 31, 2000, payments of $5,000 were received.
No payments were received during the year ended December 31, 2001 leaving an
unpaid balance of $17,500 at December 31, 20001 and 20010. The loan is
unsecured, non-interest bearing, and payment terms have not been established.

Capitalized Software Costs - Computer software development costs incurred in the
development of web sites for customers are charged to cost of sales at the time
sales are recognized. Cost of sales relating to software development costs for
the years ended December 31, 2001 and 2000 were $10,235 and $9,774,
respectively.

Computer software costs incurred for internal use are expensed as incurred
during the preliminary evaluation stage, are capitalized during the acquisition
and


                                       F-7


                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


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, 2001 and 2000.

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 $8,175 and $5,970 for the years ended December 31, 2001
and 2000, respectively.

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. Each package is unique
and distinctions between services are not made for accounting purposes. 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 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, 2001 and 2000
were $22,560 and $6,083, respectively.


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:



                                       F-8


                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



                                                     2001             2000
                                                  -----------    -------------
Basic weighted-average common shares
  oOutstanding                                     72,120,620       24,094,445

Dilutive effect of Class N shares                          -        67,370,600
Diluted weighted-average common shares
  Outstanding                                      72,120,620       91,465,045

                                                  ===========     ============

For  the  year  ended December 31, 2001, the Company has 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

The Company acquired all of the outstanding common stock of metalworld.com, Inc.
("metalworld") by issuing 27,322,607 shares of common stock primarily to Inter-
Continental Recycling, Inc. and Paul Roszel on July 14, 2000. Inter-Continental
Recycling, Inc. is beneficially owned by Paul Roszel, who is the president and
majority shareholder of the Company. Due to the fact that the Company and
metalworld are entities under common ownership, the purchase of metalworld has
been accounted for under the purchase method of accounting at historical cost in
a manner similar to a pooling of interests. The only asset held by metalworld at
the date of acquisition was $22,045 in cash and metalworld had no liabilities.
The operations of metalworld have been included in the accompanying consolidated
financial statements from July 14, 2000.

At December 31, 2000, fiberglass.com, inc., a Utah corporation, met certain
criteria for acquisition and on January 2, 2001, RecycleNet Corporation acquired
all of the outstanding capital stock of fiberglass.com, inc. The fiberglass.com,
inc. shares were acquired primarily from current holders of Class N shares of
the Company. The consideration for the acquisition was 32,500,650 shares of
common stock. The acquisition was accounted for as a reorganization of entities
under common control and recorded at the historical cost of the assets of
fiberglass.com, inc. The assets of fiberglass.com, inc. included $2,059 in cash,
$104,767 in receivables from shareholders (which were collected subsequent to
the acquisition), the Internet portal, "Fiberglass World," the Internet portal,
"House of Glass," as well as the domain names fiberglass.com, glasschange.com,
and glasschange.net and other intangible assets relating to customers' access to
these Internet portals. There were no outstanding liabilities or debts in
fiberglass.com, inc.

The following unaudited pro forma financial information presents the results of
operations of the Company for the year ended December 31, 2000 as if the
acquisitions of metalworld and fiberglass.com, inc. had occurred on January 1,
2000. The unaudited pro forma results of operations have been prepared for
illustrative purposes only and do not purport to represent what the Company's
results of operations actually would have been had the acquisitions been made
when assumed, nor is it indicative of actual or future operating results that
may occur.


Sales                                           $ 2,070,219
Net income                                           46,534
Basic income per common share                          0.00
Diluted income per common share                        0.00



                                       F-9



                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 4-INCOME TAXES

Deferred tax assets are comprised of the following at December 31, 2001 and
2000:

                                                   2001       2000
                                                ----------  ----------

Operating loss carry forwards                   $  447,417  $  419,423
Less: Valuation allowance                         (444,417)   (419,423)
                                                ----------  ----------
Net Deferred Tax Asset                          $        -  $        -
                                                ==========  ==========


Income tax expense for the years ended December 31, 2001 and 2000 was comprised
of the following:


                                                       2001        2000
                                                  ----------  ----------
Current Canadian tax before benefit from
  operating loss carry forwards                   $    6,868  $   16,378
Benefit from Canadian operating loss carry
  forwards realized                                   (6,868)    (16,378)
                                                  ----------  ----------
Net Income Tax Expense                             $       -  $        -
                                                  ==========  ==========


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


                                                      2001        2000
                                                   ----------  ----------
Tax expense (benefit) at statutory rate (34%)      $  (21,244) $   24,862
Nondeductible exchange loss                             2,584           -
Benefit from loss carry forwards                       (6,868)    (16,378)
State and provincial benefit net of federal tax        (2,841)        (44)
Change in deferred tax asset valuation allowance       31,861        (485)
Effect of lower tax rates                              (3,492)     (7,955)
                                                    ---------  ----------
Net Income Tax Expense                              $       -  $        -
                                                    =========  ==========

As of December 31, 2001, the Company had Canadian operating loss carry forwards
of $1,291 which expire between 2005 and 2013. In addition, the Company has U.S.
federal operating loss carry forwards of $1,190,208 that expire from 2005
through 2021. 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.


                                      F-10



                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 5-STOCKHOLDERS' EQUITY

The Company is authorized to issue 150,000,000 common shares with a par value of
$0.01 per share. The board of directors is authorized to designate one or more
series within the class of common shares and to designate relative preferences,
limitations and rights. The Board has designated 70,896,789 common shares as
Class N common shares. The Class N common shares have voting rights of one vote
per share and are non-equity participating. Amalco, the Ontario subsidiary 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.

During the years ended December 31, 2001 and 2000, 150,000 and 1,688,488 Class N
common shares (and Class X shares of Amalco) were converted into 150,000 and
1,688,488 common shares, respectively.


NOTE 6-RELATED PARTY TRANSACTIONS

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 $860 per month for direct costs for web hosting fees and utilization of
bandwidth. The Company is also 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, 2001 and 2000, rent expense was $1,550
and $1,617, 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. One sale of the license occurred during 2001.

NOTE 7-SEGMENT INFORMATION

Generally accepted accounting principles 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.

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




                                      F-11


                             RECYCLENET CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



                                           Portal    Equipment
                                          Services     Sales       Total
                                         ----------  ----------  -----------
For the Year Ended December 31, 2001
   Sales                                $  546,500    $695,600   $ 1,242,100
   Net loss                                (61,800)       (700)      (62,500)
   Assets                                  202,900      87,700       290,600
For the Year Ended December 31, 2000
   Sales                                $  560,800  $1,505,300   $ 2,066,100
   Net income (loss)                        73,800        (700)       73,100
   Assets                                  219,000           -       219,000

During the quarter ended June 30, 2000, the Company internally changed the basis
of segmentation from operating in only one segment to the two segments presented
above. Segment information for 2000 has been restated to conform to the 2001
presentation.





                                      F-12