SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                               FORM 10-KSB/A
                              AMENDMENT NO. 1


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

                 For the fiscal year ended December 31, 1999


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

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



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

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


      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      [ ]               No  [X]

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: $ 579,617

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 February 25, 2000, the aggregate market value of the voting stock held
by non-affiliates of the registrant, based on the average bid and ask prices
of $0.562 and $ 0.500 respectively, namely $.531 x 10,643,941 common
shares outstanding was $5,651,932.

As  of  December  31, 1999 there were 68,130,269 class N voting non-equity
shares outstanding.

As of December 31, 1999 there were 10,643,941 of the issuer's Common Shares,
$.010 par value, outstanding.

                                   1
<PAGE>

                      RECYCLENET CORPORATION
                             INDEX

                        Table of Contents
                             Part I

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

                            Part II

Item 5.   Market for Common Equity and Related Stockholder Matters .......4
Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.............................4
Item 7.   Financial Statements............................................8
Item 8.   Changes In and Disagreements with Accountants on Accounting
          and Financial Disclosure ....................................

                             Part III

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


                      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.

                                   2
<PAGE>

PART-I

ITEM 1.  DESCRIPTION OF BUSINESS

Background

RecycleNet Corporation is recognized internationally as a pioneer and leader,
providing dynamic and business critical Internet based information technology
services. RecycleNet Corporation provides "Global Access to Recycling Markets"
(GARM) through dynamic Internet portals that facilitate e-commerce trading.

Web sites include:

Recycler's World a worldwide trading site for Information related to secondary
or recyclable commodities, by-products, used & surplus items or materials.

C.R.U.M.B. (Crumb Rubber Universal Marketing Bureau)

auto.recycle.net the Internet's Used Vehicle Marketplace

equip.recycle.net the Internet's Used Equipment Marketplace

used.recycle.net the Internet's Used and Collectibles Marketplace

SEC-MAT - The Secondary Materials & Commodity Clearinghouse

Each of the industry specific web sites functions as a business to business
trading resource and a business to consumer marketplace. RecycleNet Corporation
derives its revenues from three business segments, Internet Portal Services,
Proprietary Exchange Software and E-Commerce Services.

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 and 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 excellent customer service record over the past 4 years,
RecycleNet 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/products.

Competition

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

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

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

                                   3
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

The Company maintains shared office space at 7  Darren Place, Guelph Ontario
Canada and this space is provided at no charge to the company by Inter-
Continental Recycling Inc.

ITEM 3. LEGAL PROCEEDINGS

Neither the Company nor any of it's 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 A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote by Security Holders during the last
quarter of this fiscal year.


Part II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The following table sets out the high and low trade prices of our stock
for the periods indicated.

Calendar Years                       High Price         Low Price

1999 Quarter:  Fourth                  $0.500             $0.120
                Third                  $0.550             $0.218
               Second                  $0.850             $0.310
                First                  $1.050             $0.040

1998 Quarter:  Fourth                  $0.075             $0.060
                Third                  $0.100             $0.060
               Second                  $0.139             $0.046
                First                  $0.070             $0.045

1997 Quarter:  Fourth                  $0.070             $0.040
                Third                  $0.070             $0.040
               Second                  $0.070             $0.046
                First                  $0.075             $0.035

ITEM.  6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking  Statements

Certain statements Contained in this Section and elsewhere in this Form 10-KSB
regarding matters That are not historical facts are forward-looking statements
(as such term is defined in the Private Securities Litigation Reform Act of
1995).  Because such forward-looking statements include risks  and
uncertainties, actual results may differ materially from those  expressed
or implied  by such forward-looking statements.  All statements that address
operating performance,  events or developments  that  management  expects  or
anticipates to incur in the future, including statements relating to sales and
earnings  growth  or  statements  expressing  general  optimism  about  future
operating results, are forward-looking statements. The forward-looking
statements  are based on management's current views and assumptions  regarding

                                   4
<PAGE>

future events  and  operating performance.  Many factors could cause actual
results to differ materially from estimates contained in management's forward-
looking  statements.  The differences may becaused by a variety of factors,
including   but  not  limited  to  adverse economic  conditions,  competitive
pressures,  inadequate capital, unexpected costs, lower revenues,  net  income
and  forecasts, the possibility of fluctuation and volatility of our operating
results  and financial condition, inability to carry out marketing  and  sales
plans and loss of key executives, among other  things.

General

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

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

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

To assist the readers of these financial statements, we have  reported normal
operational sales and expenses resulting in an  operating loss before special
expenses.

We have itemized the special expenses below that are not cash paid expenses
and did not result from any payments from our bank  accounts.

Sales Revenues

                        Jan 1 to Dec 31, 1999      Dec 22, 1997 to Dec 31, 1998

Sales Revenues USD              $579,600                    $101,000


Sales revenues for the year ending December 31, 1999 were recorded at $579,600,
an increase of $478,600 over the similar period of 1998.  This  573% increase
in revenue reflects our strong web site increased activity, resulting in a
corresponding increase in customer requests for participation in our business.
We hired our first sales person in January 1999 and an additional two people
in October 1999 to accommodate this increased business activity.  We are
presently in a position to hire additional sales personnel once again to
properly accommodate our customer requests.

Sales in our e-commerce section amounted to $379,200 of the total sales of
$579,600.  This year RecycleNet Web Sales amounted to $200,400 compared to our
sales revenue in 1998 of $101,000.  This is a very favorable increase of
$99,400 or 98% over last year.

Gross Profit

                        Jan 1 to Dec 31, 1999      Dec 22, 1997 to Dec 31, 1998

Gross Profit USD              $199,800                        $ 86,900


The Gross Profit increase of $112,900 or 129% over last year's results was
directly related to revenue increase of our web related business.  Sales of our
E-commerce business of approximately $380,000 USD resulted in a gross loss of
under $1,000.  Each additional sales dollar increase as selling costs
associated with generating these revenues are recorded below in General and
Administrative expenses.

Operating Expenses

                        Jan 1 to Dec 31, 1999      Dec 22, 1997 to Dec 31, 1998

General and
  Administration
Expenses USD                    $309,300                      $95,200


The general and administrative expenses increased $214,100 this year over the
similar period last year.  This was essentially caused by the following
factors:

a) an increase in sales personnel to accommodate our increased business
activity resulting in higher salary and related benefit  costs
b) an increase in administrative staff to deal with the development of our
   Rhodium WebWeaver, and our auto.recycle.net web site and related business
   activities
c) an increase in expenses especially legal and accounting fees associated
   with our responsibility to properly file our financial statements under
   United States Accounting Rules and our preliminary filings with the
   Securities and Exchange Commission

Now that we have filed with the SEC our financial statements and elaborated on
our business activities under the prescribed formats, we expect our legal and
accounting fees for normal operations to be reduced appreciably in the future.


                         Jan 1 to Dec 31, 1999    Dec 22, 1997 to Dec. 31, 1998

Marketing Expense                 $ 116,100                $      0
Professional Fees                   423,900                       0
Merger and Acquisition Expense      400,000                       0
                                  ---------               ---------
                                    940,000                       0
                                  =========               =========

In our notes to consolidated financial statements, Note 4 - Stockholder's
Equity is an explanation of the number of shares which were issued and the
basis for their value for services provided as arketing, professional fees
and merger and acquisition expenses. Please note that these expenses were
not paid out in cash and did not reduce our bank and cash balances nor did it
affect our liquidity position.

Net Profit (Loss)

                        Jan 1 to Dec 31, 1999      Dec 22, 1997 to Dec 31, 1998

    Net Profit (Loss)         ($1,047,200)                  ($ 9,500)

Net Loss for the year ended December 31, 1999 was ($1,047,200).
However, as noted above our loss after adjusting for the expense paid
for by shares was ($1,047,200) less ($940,000) resulting in an operating
loss of ($107,200).  Our sales revenues continue to increase each month
and sales in the last quarter of 1999 of $263,300 were our best of any
quarter and supports our positive outlook for our business.  Our general

                                   6
<PAGE>

and administrative costs will rise at a much slower rate than our
increase in sales revenue resulting in a monthly profit position in the
near future.

Liquidity and Capital Resources

As at December 31, 1999, the company's cash and short term investment
totaled $76,200 compared to $55,300 at December 31, 1998, an increase of
$20,900.  Accounts receivable also increased $3,800 to $30,300 in the
same comparable period.

Our current liabilities have increased in 1999, primarily to provide for
professional services for legal and accounting regarding year-end
responsibilities associated with being a public entity.

Our working cash position has improved slightly from last year at this
time and our current operating activities are generating positive cash
flow.  Since we have no debt, we can use these resources to expand our
business activities or acquire another similar business.

RecycleNet Corporation completed the acquisition of Andela
Products Ltd. of Richfield Springs, New York in the quarter ended
June 30, 1999.  Andela Products Ltd. is involved in strategic
marketing programs for recyclable commodities and has developed a
unique Internet based service.  RecycleNet anticipates Andela
Products Ltd. will add significant revenues for the Company in the
future.

The acquisition of Andela Products Ltd. was completed by utilizing
a contingency of shares of RecycleNet, the Ontario Corporation
that were budgeted prior to the March 19, 1999 reorganization of
the Company; subsequently this acquisition has no effect on the
Company's cash position and no shareholder dilution will take place.

Deferred Revenue

Deferred revenue results from RecycleNet customers who pay for their
service purchases in advance, such as quarterly, half year, or annually.
RecycleNet records the initial payment in deferred revenue and then
recognizes in each month that proportion which is provided in services.
As at December 31, 1999, deferred revenue amounted to $43,300 US
compared to $36,000 as at December 31, 1998 and this amount will be
recorded into sales revenue each month in the future as these services
are provided.  The increase in deferred revenue is directly related to
the increased sales revenue we are billing each month.

Year 2000 Compliance

December 31, 1999 has come and gone.  The whole world was expecting a
catastrophic incident to occur somewhere and at any time close to just
after midnight in each of the time zones.  Thankfully, thanks to the
preparedness of thousands of individuals and companies who reprogrammed
their critical software and spent untold hours testing, the world did
not experience any significant event related to Y2000.  We were also
thankful that none of our operations were effected in any way and had no
effect on our continuing operations.

ITEM.  7  FINANCIAL STATEMENTS


                            RECYCLENET CORPORATION

                        INDEX TO FINANCIAL STATEMENTS

                                                                          PAGE

      Report of Independent Certified Public Accountants . . . . . . . . . F-2

      Consolidated Balance Sheets - December 31, 1999 and 1998 . . . . . . F-3

      Consolidated Statements of Operations for the Years Ended
       December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . F-4

      Consolidated Statements of Stockholders' Equity for the Years Ended
       December 31, 1998 and 1999. . . . . . . . . . . . . . . . . . . . . F-5

      Consolidated Statements of Cash Flows for the Years ended
       December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . F-6

      Notes to Consolidated Financial Statements . . . . . . . . . . . . . F-7

                                     F-1
 <PAGE>


  HANSEN, BARNETT & MAXWELL
  A Professional Corporation
  CERTIFIED PUBLIC ACCOUNTANTS


                                                        (801) 532-2200
   MEMBER OF AICPA DIVISION OF FIRMS                  Fax (801) 532-7944
         MEMBER OF SECPS                         345 East Broadway, Suite 200
MEMBER OF SUMMIT INTERNATIONAL ASSOCIATES      Salt Lake City, Utah 84111-2693


              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, 1999 and 1998 and the related consolidated
statements of operations, cash flows and stockholders' equity 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. 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, 1999 and 1998 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.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company has had
recurring losses from operations that raises substantial doubt about its
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 1. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


                                         HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
March 13, 2000
                                     F-2
<PAGE>

                            RECYCLENET CORPORATION
                         CONSOLIDATED BALANCE SHEETS


                                                            DECEMBER 31,
                                                       ----------------------
                                                          1999        1998
                                                       ----------  ----------
                                    ASSETS
   Current Assets
      Cash . . . . . . . . . . . . . . . . . . . . . . $   61,167  $   55,257
      Trade accounts receivable, net of $2,065
       allowance for bad debt. . . . . . . . . . . . .     30,289      26,505
      Note receivable. . . . . . . . . . . . . . . . .     15,000          -
                                                       ----------  ----------
         Total Current Assets. . . . . . . . . . . . .    106,456      81,762
                                                       ----------  ----------
   Computer Equipment. . . . . . . . . . . . . . . . .     13,693       5,351
      Less accumulated depreciation. . . . . . . . . .     (3,520)       (762)
                                                       ----------  ----------
         Net Equipment . . . . . . . . . . . . . . . .     10,173       4,589
                                                       ----------  ----------
   Total Assets. . . . . . . . . . . . . . . . . . . . $  116,629  $   86,351
                                                       ==========  ==========

                     LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities
      Trade accounts payable . . . . . . . . . . . . . $   18,023  $    4,460
      Accrued liabilities. . . . . . . . . . . . . . .      2,650          -
      Deferred revenue . . . . . . . . . . . . . . . .     43,328      31,525
                                                       ----------  ----------
         Total Current Liabilities . . . . . . . . . .     64,001      35,985
                                                       ----------  ----------
   Stockholders' Equity
      Common shares - $0.01 par value; 150,000,000
       shares authorized
        Class N common shares (and Class X shares
         of Amalco); 70,896,789 shares designated;
         68,130,269 shares and 69,462,602 shares
         issued and outstanding. . . . . . . . . . . .    681,303     694,626
        Common shares; 10,643,947 shares and no
         shares issued and outstanding . . . . . . . .    106,439          -
      Additional paid-in capital . . . . . . . . . . .  6,520,094   5,563,718
      Accumulated deficit. . . . . . . . . . . . . . . (7,255,208) (6,207,978)
                                                       ----------  ----------
         Total Stockholders' Equity. . . . . . . . . .     52,628      50,366
                                                       ----------  ----------
   Total Liabilities and Stockholders' Equity. . . . . $  116,629  $   86,351
                                                       ==========  ==========

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

                                   F-3
<PAGE>

                            RECYCLENET CORPORATION
                    CONSOLIDATED STATEMENTS  OF OPERATIONS

                                                           For the Years
                                                         Ended December 31,
                                                      ------------------------
                                                         1999         1998
                                                      -----------  -----------
   Sales . . . . . . . . . . . . . . . . . . . . . .  $  579,617   $   100,974
   Cost of Sales . . . . . . . . . . . . . . . . . .     379,853        14,033
                                                      -----------  -----------
   Gross Profit. . . . . . . . . . . . . . . . . . .      199,764       86,941
                                                      -----------  -----------
   Operating Expenses
      General and administrative expenses. . . . . .     (309,286)     (95,151)
      Exchange gain (loss) . . . . . . . . . . . . .        2,324       (1,250)
      Marketing expense (paid with stock). . . . . .     (116,100)          -
      Professional fees (paid with stock). . . . . .     (423,932)          -
      Merger and acquisition expense (paid
       with stock) . . . . . . . . . . . . . . . . .     (400,000)          -
                                                      -----------  -----------
   Total Operating Expenses. . . . . . . . . . . . .   (1,246,994)     (96,401)
                                                      -----------  -----------
   Net Loss. . . . . . . . . . . . . . . . . . . . .  $(1,047,230) $    (9,460)
                                                      ===========  ===========
   Basic and Diluted Loss Per Class N (and
    Class X) Common and Common Share . . . . . . . .  $     (0.01) $     (0.00)
                                                      ===========  ===========

   Weighted-Average Number of Class N (and Class X)
    Common and Common Shares Used in Per Share
    Calculation. . . . . . . . . . . . . . . . . . .   76,818,099   69,211,287
                                                      ===========  ===========

 The accompanying notes are an integral part of these consolidated
   financial statements.
                                    F-4
<PAGE>


                            RECYCLENET CORPORATION
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 <TABLE>
 <CAPTION>

                                        Class N Common Shares
                                           (and Class X
                                         Shares of Amalco)          Common Shares        Additional                  Total
                                       -----------------------  -----------------------    Paid-in    Accumulated Stockholders'
                                          Shares     Amount       Shares      Amount       Capital      Deficit      Equity
                                       -----------  ----------  -----------  ----------  -----------  -----------  ----------
<S>                                   <C>          <C>         <C>          <C>         <C>          <C>          <C>
  Balance - December 31, 1997. . . . .  68,975,240  $  689,752           -   $       -   $ 5,505,555  $(6,198,518) $   (3,211)

  Issuance for cash, January 30, 1998,
   $0.09 per share . . . . . . . . . .       7,738          77           -           -           609           -          687
  Issuance for cash, February through
   October 1998, $0.13 per share . . .     479,624       4,797           -           -        57,553           -       62,350
  Net loss for the year. . . . . . . .          -           -            -           -            -        (9,460)     (9,460)
                                       -----------  ----------  -----------  ----------  -----------  -----------  ----------
  Balance - December 31, 1998. . . . .  69,462,602     694,626           -           -     5,563,718   (6,207,978)     50,366

  Issuance for cash, February and
   March 1999, $0.51 per share . . . .     213,570       2,137           -           -       107,338           -      109,475
  Issuance for services, March 1999,
   $0.51 per share . . . . . . . . . .     833,717       8,337           -           -       415,581           -      423,917
  Issuance to acquire Andela Products
   Corporation, March 11, 1999,
   $0.30 per share . . . . . . . . . .     386,900       3,869           -           -       112,231           -      116,100
  Issuance to acquire Garbalizer
   Machinery Corporation, March 19,
   1999, $0.00 per share . . . . . . .          -           -     7,877,427      78,774      (78,774)          -           -
  Contribution of 2,000,000 Class N
   (and Class X) common shares by
   principal shareholder and issuance for
   merger and reorganization services,
   August 19, 1999, $0.20 per share. .  (2,000,000)    (20,000)   2,000,000      20,000      400,000           -      400,000
  Conversion of 766,520 Class N
   (and Class X) common shares to
   common shares, August 19, 1999. . .    (766,520)     (7,665)     766,520       7,665           -            -           -
  Net loss for the year. . . . . . . .          -           -            -           -            -    (1,047,230) (1,047,230)
                                       -----------  ----------  -----------  ----------  -----------  -----------  ----------
  Balance - December 31, 1999. . . . .  68,130,269  $  681,303   10,643,947  $  106,439  $ 6,520,094  $(7,255,208) $   52,628
                                       ===========  ==========  ===========  ==========  ===========  ===========  ==========
</TABLE>
 The accompanying notes are an integral part of these consolidated
 financial statments.
                                        F-5
 <PAGE>


                                  RECYCLENET CORPORATION
                          CONSOLIDATED STATEMENTS  OF CASH FLOWS

                                                           For the Years
                                                         Ended December 31,
                                                      ------------------------
                                                         1999         1998
                                                      -----------  -----------
   Cash Flows From Operating Activities
      Net loss . . . . . . . . . . . . . . . . . . .  $(1,047,230) $    (9,460)
      Adjustments to reconcile net loss to net
       cash used by operating activities:
         Depreciation . . . . . . . . . . . . . . . .       2,758          762
         Marketing expense paid with common stock . .     116,100           -
         Common stock issued for services . . . . . .     823,919           -
         Exchange (gain) loss . . . . . . . . . . . .      (2,324)       1,250
      Changes in assets and liabilities:
         Accounts receivable. . . . . . . . . . . . .      (3,784)     (27,447)
         Receivable from supplier . . . . . . . . . .     (15,000)          -
         Accounts payable . . . . . . . . . . . . . .      16,212        4,618
         Deferred revenue . . . . . . . . . . . . . .      11,803       32,645
                                                      -----------  -----------
   Net Cash Provided by (Used in) Operating
    Activities. . . . . . . . . . . . . . . . . . . .     (97,546)       2,368
                                                      -----------  -----------
   Cash Flows From Investing Activities
      Purchase of equipment . . . . . . . . . . . . .      (8,342)      (5,351)
                                                      -----------  -----------
   Net Cash Used in Investing Activities. . . . . . .      (8,342)      (5,351)
                                                      -----------  -----------
   Cash Flows From Financing Activities
      Payment of note payable to shareholder. . . . .          -       (10,103)
      Proceeds of issuance of common shares . . . . .     109,474       63,036
                                                      -----------  -----------
   Net Cash Provided by Financing Activities. . . . .     109,474       52,933
                                                      -----------  -----------
   Effect of Exchange Rate Changes on Cash. . . . . .       2,324       (1,980)
                                                      -----------  -----------
   Increase in Cash . . . . . . . . . . . . . . . . .       5,910       47,970

   Cash at Beginning of Year. . . . . . . . . . . . .      55,257        7,287
                                                      -----------  -----------
   Cash at End of Year. . . . . . . . . . . . . . . . $    61,167  $    55,257
                                                      ===========  ===========

          NON CASH INVESTING AND FINANCING ACTIVITIES -
          During March 1999, the Company issued 833,717
          common shares as compensation for services
          valued at $423,917. Also during March 1999,
          the Company issued 386,900 shares to acquire
          Andela Corporation and 7,877,421 shares to
          acquire Garbalizer Machinery Corporation.

          During August 1999, the Company received
          2,000,000 shares as a contribution from a
          shareholder. The Company reissued these
          shares as compensation for acquisition and
          merger services valued at $400,000.

   The accompanying notes are an integral part of these consolidated
     financial statements.
                                       F-6
<PAGE>


                           RECYCLENET CORPORATION
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 1999 AND 1998

  NOTE 1-ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

      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.

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

      For financial reporting purposes, RecycleNet was
      considered the accounting acquirer. Accordingly, the
      accompanying financial statements present the historical
      operations of RecycleNet for the periods prior to March
      19, 1999. Those historical financial statements have
      been restated for all periods presented for the effects
      of the 3.869-for-1 stock split and for the conversion of
      the RecycleNet common shares into Class N and Class X
      shares.  In connection with the Agreement, Garbalizer
      transferred all of its existing assets and operations to
      a corporation under the control of its principal
      shareholder in exchange for the assumption by that
      corporation of all of the liabilities of Garbalizer.
      Garbalizer thereby became a shell corporation with no
      operations and no assets prior to the transaction.  The
      common shares of Garbalizer which remained outstanding
      were accounted for as having been issued in the
      transaction and were valued at zero which was the fair
      value of the net assets of Garbalizer. The acquisition
      of Garbalizer was accounted for under the purchase
      method of accounting.

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

      OPERATIONS - The Company is in the business of designing
      Internet sites, Internet advertising and Internet
      trading of consumable recyclable goods. Its primary
      operations are conducted from Ontario.  However, the
      U.S. dollar is the functional currency for the Company's
      consolidated operations.  All gains and losses from
      currency translations are included in the results of
      operations.
                                  F-7
 <PAGE>

      USE OF ESTIMATES - The preparation of financial
      statements in conformity with generally accepted
      accounting principles 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.

      BUSINESS CONDITION - The Company has experienced
      operating losses of $1,047,230 and $9,460 during the
      years ended December 31, 1999 and 1998, respectively,
      and had negative cash flows from operations activities
      of $97,546 during the year ended December 31, 1999. At
      December 31, 1999, the Company had an accumulated
      deficit of $7,255,208. These conditions raise
      substantial doubt about the Company's ability to
      continue as a going concern. The accompanying financial
      statements do not include any adjustments relative to
      the recoverability and classification of the asset
      carrying amounts or the amount and classification of
      liabilities that might result from the outcome of this
      uncertainty.

      FAIR VALUES OF FINANCIAL INSTRUMENTS - The amounts
      reported as cash, trade accounts receivable, accounts
      payable, accrued liabilities and deferred revenue are
      considered to be reasonable approximations of their fair
      values.  The fair value estimates were based on market
      information available to management at the time of the
      preparation of the financial statements.

      BASIC AND DILUTED LOSS PER CLASS N (AND CLASS X) SHARE
      AND COMMON SHARE - Basic and diluted loss per common
      share has been computed by dividing net loss by the
      weighted-average number of Class N (and Class X) common
      shares and common shares outstanding during the year.

      NOTE RECEIVABLE - At December 31, 1999, the Company had
      loaned $15,000 to Andela Tool & Machine as a loan
      towards their immediate working capital needs. Repayment
      is expected by December 31, 2000. The loan is unsecured.
      The loan is non-interest bearing and payment terms have
      not been established.

      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 $2,758 and $762 for the years ended December
      31, 1999 and 1998, respectively.

      REVENUE RECOGNITION - Revenue from providing services
      are recognized as the services are performed. Customers'
      pre-payments are recorded as a liability until services
      have been performed.

      ADVERTISING COSTS - Advertising costs are charged to
      expense in the period incurred. Advertising expense for
      the years ended December 31, 1999 and 1998 were $7,841
      and $473, respectively.

      NOTE 2-ACQUISITION OF ANDELA PRODUCTS CORPORATION

      The Company acquired Andela Products Corporation by
      issuing 386,900 shares of Class N and Class X common
      stock on March 11, 1999, as explained in Note 1.  The
      acquisition was primarily for the purpose of obtaining

                                F-8
 <PAGE>

      marketing rights to glass recycling equipment.  The
      common shares issued were recorded at their fair value
      of $116,100 and were accounted for as marketing expense.
      The operations of Andela Products Corporation have been
      included in the accompanying consolidated financial
      statements from March 11, 1999.

      NOTE 3-INCOME TAXES

      Deferred tax assets are comprised of the following at
      December 31, 1999 and 1998:

                                                         1999       1998
                                                      ----------  ----------
      Operating loss carry forwards . . . . . . . . . $   53,714  $    2,615
      Less: Valuation allowance . . . . . . . . . . .    (53,714)     (2,615)
                                                      ----------  ----------
      Net Deferred Tax Asset. . . . . . . . . . . . . $       -   $       -
                                                      ==========  ==========

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

                                                         1999       1998
                                                      ----------  ----------
      Tax at statutory rate (34%) . . . . . . . . . . $ (356,058) $   (3,216)
      Non-deductible expenses . . . . . . . . . . . .    307,327          -
      Provincial benefit net of federal tax . . . . .    (29,735)         -
      Deferred tax asset valuation change . . . . . .     51,099       2,615
      Effect of foreign losses with no federal
       benefit. . . . . . . . . . . . . . . . . . . .     27,367         601
                                                      ----------  ----------
      Total Income Tax Benefit. . . . . . . . . . . . $       -   $       -
                                                      ==========  ==========

      As of December 31, 1999, the Company had Canadian
      operating loss carryforwards for tax purposes of
      $112,371 which expire if not used beginning in 2005. In
      addition, the Company has U.S. operating loss
      carryforwards of approximately $77,125 which expire if
      not used in 2014.

      NOTE 4-STOCKHOLDERS' EQUITY

      On March 19, 1999, the articles of incorporation were
      amended to change the authorized capital to 150,000,000
      common shares with a par value of $0.01 per share. The
      board of directors is authorized to designate one or
      more series within the class of common shares and to
      designate relative preferences, limitations and rights.
      The Board has designated 70,896,789 common shares as
      Class N common shares. The Class N common shares have
      voting rights of one vote per share and are non-equity
      participating. Amalco, the Ontario subsidiary, is
      authorized to issue an unlimited number of  Class X
      common shares. The Class X common shares of Amalco are
      non-voting but equity participating. The Class N and
      Class X shares are convertible into common shares on the
      basis of one Class N share and one Class X share of
      Amalco for each common share of the Company.

      During February through March 1999, the Company issued
      213,570 shares of common stock for cash.  The proceeds
      from the issuance were $109,475 or $0.51 per share.
      During March 1999, the Company issued 833,717 shares of
      common stock for services.  The shares were recorded at

                                 F-9
 <PAGE>

      their fair value $423,932 or $0.51 per share based upon
      the price shares were issued for cash during that same
      time.

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

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


ITEM.  8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

As at December 31, 1999 the company does not have any changes in
or accounting convention disagreements with any of its independent
accountants.

                                   7
<PAGE>

Part III

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

The directors and officers of the Company are as follows:

   Name        Age            Position                   Term of  Office
------------  -----  ---------------------------------- --------------------
Paul Roszel    43    Chairman of the Board of Directors Inception to Present

Mikael Prydz   35    President, CEO & Director            3/99 to 20/03/00

Richard R.
 Ivanovick CA  59    Chief Financial Officer &
                      Director                            3/99 to present

Paul Roszel has been involved with the business engaged in by 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.

Mikael L. Prydz joined the Company in November 1998, and was
appointed President and CEO in March 1999.  Effective March 20, 2000
Mr. Prydz has resigned his Directorship and Presidency to pursue other
interests.

Richard R. Ivanovick CA also joined the Company in November 1998.
For the twenty three years prior to the present, Mr. Ivanovick has
been serving as President of Marsh Tire Services, Ltd., Ontario,
Canada, which company is involved in automobile service, sales and
leasing and car and truck rentals in the Guelph, Ontario area.
Mr. Ivanovick intends to divest himself of ownership in that
business and devote his whole efforts to the business of the
Company commencing in the Year 2000.

The Company's form 10-SB registration statement became effective on
February 2, 2000.  At that date, the foregoing persons were required to
have filed Initial Statements of Beneficial Ownership of Securities on
Form 3.  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.  Due to a misunderstanding of the filing requirements, these
persons were late in reporting their ownership of the Class N shares.
The Forms 3 have been filed with the Securities and Exchange Commission
and fully disclose their ownership of securities of the Company.
Further, the Company has instituted a Reporting Compliance program
designed to avoid late filings of Forms under Section 16 in the future.

ITEM.  10  EXECUTIVE COMPENSATION

The following table shows compensation earned during fiscal 1998
and 1999 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.

                                   8

<PAGE>


                         Summary Compensation Table
                         --------------------------

          Name & Principal Positions     Fiscal Year            Salary
          --------------------------     -----------          ----------
         Paul Roszel, Chairman of the       1999              $27,000 US
               Board of Directors           1998              $27,000 US

         Mikael Prydz, President, CEO
           & Director (Note 1)              1999              $23,000
                                            1998              $NIL

         Richard Ivanovick CA, CFO &
           Director (Note 2)                1999              $NIL
                                            1998              $NIL


Note 1:  For the years ended December 31, 1998, Mr. Mikael Prydz,
President and Director did not receive any salary or benefits of the
Corporation.  As of May 1, 1999 Mr. Prydz has started receiving a salary
of $33,800 US per year.  In addition, Mr. Prydz received 180,052 Class N
shares in RecycleNet Utah in lieu of wages prior to the March 19, 1999
reverse takeover.

Note 2:  For the years ended December 31, 1998 and 1999, Mr. Richard
Ivanovick, CFO and Director did not receive any salary or benefits of
the Corporation.  As of this filing date, March 2000, Mr. Ivanovick is
not drawing 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.

                                                            Percentage of
                                                               Ownership
                                                              (on a fully
 Title    Name & Address of            Amount and Nature       converted
of Class   Beneficial Owner           of Beneficial Owner        basis)
--------  -----------------        -------------------------   ---------
Class N   Inter-Continental        58,033,269 shares (voting)   73.70%
          Recycling, Inc.          (Note 2)
          7 Darren Place
          Guelph, Ontario  Canada


Class N   Paul Roszel              3,526,312 shares (voting)    4.48%
          7 Darren Place
          Guelph, Ontario  Canada

Class N   Mikael Prydz             517,129 shares (voting)      0.66%
          352 Green Acres Drive    Resigned as Director
          Waterloo, Ontario        and President/CEO
          Canada                   March 20, 1999  (Note 3)

Class N   Richard Ivanovick CA     597,722 shares (voting)      0.76%
          23 Cottontail Place
          Cambridge, Ontario
          Canada

                                   9
<PAGE>

Common    Garbalizer Corporation   4,489,897 shares (voting &   5.70%
          of America               investment)
          1588 South Main 2nd      (Note 4)
          Fl. Suite 200
          Salt Lake City, Utah
          USA

                (1) Class N shares are convertible into common
                shares on a one for one basis.

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

                (3) Mr. Mikael Prydz owns 517,129 Class N shares,
                which he holds both personally and through
                Investors Retirement Holdings Inc., a company that
                he controls.

                (4) Garbalizer Corporation of America owns
                3,569,897 common shares directly and Garb-Oil &
                Power Corporation (a company controlled by
                Garbalizer Corporation of America) owns 920,000
                common shares equating to 4,489,897 common shares
                beneficially owned.



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
the immediate family of mr. Paul Roszel and owns 58,033,269 Class N shares
of RecycleNet Corporation.

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 US 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.


In August 1999, 2,000,000 Class N Shares were gifted to RecycleNet
Corporation by Mr. Paul Roszel, for which he received no compensation.
Subsequently, RecycleNet Corporation issued 2,000,000 common shares to
Mr. John C. Brewer, formerly the President of Garbalizer Machinery
Corporation, in consideration of Mr. Brewer rendering of service to the
Corporation and its new management in connection with the March 19, 1999
reorganization of Garbalizer Machinery Corporation into RecycleNet
Corporation.

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 Utah.  This acquisition is expected to be
complete prior to December 31, 2000 under the terms included in the
agreement.

There are no other transactions during the last two years, 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.

                                   10
<PAGE>

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 business or entities in the recycling
industry.

ITEM.  13  EXHIBITS AND REPORTS ON FORM 8-K


                               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
                                                  March 29, 2000

                              BY:  /s/__________________________
                      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.


                                                  March 29, 2000
                             BY:  /s/___________________________
                 Paul Roszel, Chairman of the Board of Directors




                                                  March 29, 2000
                             BY: /s/___________________________
                                   Richard Ivanovick, C.A., CFO


                                   11
<PAGE>