SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                               FORM 10-KSB/A
                              AMENDMENT NO. 3


                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
     incorporation or organization)       Identification No.)


              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.



                        RECYCLENET CORPORATION
                                INDEX

                           Table of Contents

                                Part 1

Item 1.   Description of Business . . . . . . . . . . . . . . . . . . . 3
Item 2.   Description of Property . . . . . . . . . . . . . . . . . . .19
Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .12
Item 4.   Submission of Matters to a Vote of Security Holders . . . . .12

                                Part II

Item 5.   Market for Common Equity and Related Stockholder Matters. . .26
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. . . . . . . . . . . . .26

                                Part III

Item 9.   Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange
           Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . .22
Item 11.  Security Ownership of Certain Beneficial Owners and
           Management . . . . . . . . . . . . . . . . . . . . . . . . .19
Item 12.  Certain Relationships and Related Transactions. . . . . . . .23
Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .29


                                   2


                      FORWARD LOOKING STATEMENTS

RecycleNet Corporation (the "Company", "we" or "us")
cautions readers that certain important factors may affect
our actual results and could cause such results to differ
materially from any forward-looking statements that may have
been made in this Form 10-KSB or that are otherwise made by
or on behalf of us. For this purpose, any statements
contained in the Form 10-KSB that are not statements of
historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the
foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "plan" or
"continue" or the negative other variations thereof or
comparable terminology are intended to identify forward-
looking statements. Factors that may affect our results
include, but are not limited to, our limited history of non-
profitability, our dependence on a limited number of
customers and  key personnel, the need for additional
financing and our dependence on certain industries. We also
subject to other risks detailed herein or detailed  from
time to time in our filings with the Securities and Exchange
Commission.


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 over the counter 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 39,505,043 common shares were issued and
outstanding at September 30, 2000 and 66,591,781 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

                                3

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 four 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.

                                4

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 world wide
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

                                5

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.

                                6

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.

                                7

On-line Inventory Service:
--------------------------
The On-line Inventory Service is a server-based software that
enables a customer to create dynamic web pages off 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

                                8

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. The system operates
through the Company's secure server and separates 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.  If
and 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).

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.

                                9

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 and for the potential revenue in other business segments
that may result from these contacts.

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-FSB, 10-QSB, and 8-K. The reports are available
at the Commission's Public Reverence 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.

                                10

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 a 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.  The average
monthly invoice from Inter-Continental to the Company
approximates $28,500, and pays for services for 11 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. See
"Facilities" below.  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.)

FACILITIES
----------
The Company maintains shared office space at 7 Darren Place,
Guelph Ontario Canada. This space is provided at no charge to the
Company by Inter-Continental Recycling, Inc.   Management has
estimated the benefit provided to the Company by occupying this
office space at $200 per month, which is recognized as an expense
to the Company. 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 Company 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 80% of the Company's outstanding Class N
shares.

                                11

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 invloved 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, 1999.


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

                                12

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.

Throughout the reporting periods shown hereafter, common stock
was issued for various items (i.e. 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. The
consolidated statements of operations reflect these expenses paid
with stock as well as services and office facilities contributed
by principal stockholders. To assist the readers of these
financial statements, we have reported normal operational sales
and expenses and also itemized expenses paid with stock and
services and facilities contributed by principal stockholders.
The expenses resulting from the issuance of common stock and from
the contributed services and facilities did not reduce our cash
balances throughout the reporting periods.


SALES REVENUES             1999                          1998
                           ----                          ----
Sales Revenues           $579,617                      $100,974

Sales revenues for the year ended December 31, 1999 were
$579,617, an increase of $478,643 over the similar period of
1998.  This 474% increase in revenue reflects our strong web
site, increased activity and equipment sales, and resulted in an
increase in customer requests for participation in our business.
Portal service revenues increased $108,564 to $209,538 during
1999 over $100,974 in 1998. This increase was caused by the above
factors and an increase in our sales personnel. We hired our
first sales person in January 1999 and an additional two people

                                13

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 of equipment through Andela Products Ltd. in our e-commerce
section amounted to $370,079 during 1999 compared to none during
1998. Andela Products Ltd. was acquired on March 11, 1999. Andela
sells glass-pulverizing equipment over the Internet.

COST OF SALES                       1999               1998
                                    ----               ----
Cost of Sales                     $379,853           $14,033

Cost of sales increased $365,820 during 1999 over 1998.
Essentially all of the cost of sales ($370,079) related to our e-
commerce business of selling equipment over the Internet through
our wholly-owned subsidiary, Andela Products Ltd. We sold the
equipment at our cost and management does not expect this
business division will be profitable in the future due to the
lack of available markup in the equipment.  Costs of the portal
service revenues were $9,774 during 1999 compared to $14,033
during 1998.

Gross Profit                        1999                1998
                                    ----                ----
Gross Profit                      $199,764             $86,941

Gross profit increased $112,823 or 130% during 1999 over 1998.
The increase results directly from our portal service segment.
Sales of equipment over the Internet through our e-commerce
business of $370,079 resulted in a break even gross profit during
1999 for the reasons explained above.

Operating Expenses                     1999                 1998
                                       ----                 ----
General and Administrative Expenses  $307,885            $96,773

General and administrative expenses increased $211,112 this year
over 1998.  This was essentially caused by the following factors:

a) We contracted to hire three additional sales personnel to
accommodate our increased business activity. We had an increase
of one administrative staff member to deal with the development
of our Rhodium WebWeaver ASP Business, and our auto.recycle.net
portal and related business activities. Our total staff increased
to eleven persons by December 31, 1999 resulting in higher salary
and related benefit costs by $119,098 over 1998. We account for
contract personnel costs by recording their salaries and benefits
in the month incurred. After a 90 day training period, increased
sales revenue offset the personnel cost increase.
b) Expenses related to operating our office, including supplies
and telephone increased $27,981 during 1999 over 1998, primarily
due to the additional personnel.
c) Sales commissions increased $9,252, advertising and promotion
increased $7,368, bad debt expense increased $7,648, and
depreciation on equipment increased $1,996, all due to increased
sales activity and the increased number of personnel.
d) Professional legal and accounting fees increased $37,769
primarily due to our new responsibility as a public company to
properly file periodic reports with the Securities and Exchange

                                14

Commission. Included are the costs to prepare our financial
statements under United States generally accepted accounting
principles.

Exchange loss of $709 in 1999 and $1,250 in 1998 resulted from
certain cash accounts denominated in Canadian dollars being
translated into United States dollars. The losses were determined
based on ending exchange rates.

The Company acquired Andela Products Ltd. by issuing 386,900
shares of Class N and Class X common stock on March 11, 1999. The
common shares issued were recorded at their fair value of
$196,932. The acquisition was accounted for using the purchase
method of accounting. The acquisition was for the purpose of
obtaining marketing rights to glass recycling equipment produced
by Andela T & M which had been transferred to Andela Products
Ltd. Accordingly, the purchase price was allocated entirely to
the marketing rights. Based upon an assessment of the estimated
net future cash flows from the marketing rights, as evidenced by
the lack of gross profit from the sale of glass recycling
equipment after the purchase, management determined that the
marketing rights were impaired and were written off during 1999.

During March 1999, the Company issued 833,717 Class N shares for
managerial, legal, accounting and operating services. The shares
were recorded at their fair value of $423,917 or $0.51 per share
based upon the price shares were issued for cash during that same
time. The shares were issued to individuals who consisted of
employees of the Company's ISP service provider, the president of
the Company, an employee of Inter-Continental, which is an
affiliate of the Company, a lawyer, and the internal accountant
for the Company, as follows:

     Name                         Number of Shares
     ------                      -----------------
     Keith Winter                           10,832
     Mike Tansca                            10,832
     Mikael Prydz                          181,940
     John Robb                             386,900
     Gregory Hertzberger                    30,952
     Richard Ivanovick                     210,667
     Other rounding differences              1,594
                                           -------
                                           833,717
                                           =======

In conjunction with the reorganization of RecycleNet, Mr. Paul
Roszel 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 and the shares were
then reissued to Mr. John C. Brewer, formerly the President of
Garbalizer Machinery Corporation, for his services and 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.

The professional fees and the merger and acquisitions expenses paid
with common stock were one-time costs and will not continue and

                                15

will not be incurred in 2000. 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 Loss                         1999              1998
                             -----------         --------
Net Loss                     $(1,129,679)        $(11,082)
Basic and Diluted Loss Per
  Common Share               $     (0.16)           n/a

Net Loss for the year ended December 31, 1999 increased by
$1,118,597 over 1998. The increase in the loss resulted from the
several factors discussed above. During periods of loss, basic
and diluted loss per common share is computed based upon the
weighted-average number of common shares outstanding. There were
no common shares outstanding prior to March 19, 1999 (as restated
in connection with the reorganization of the Company); therefore,
the calculation of loss per share for 1998 is not applicable. Our
sales revenues continue to increase each month. Sales in the last
quarter of 1999 of $263,300 were the best of any quarter. The net
loss for the quarter ended December 31, 1999 was $68,300, or
$0.01 per share.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Our net cash flows for the year ended December 31, 1999 was an
increase in cash of $5,900 compared to an increase of $47,970
during 1998.  Our net loss of $1,129,700, less expenses not
requiring the use of cash of $1,032,400 and depreciation of
$2,800, resulted in $94,500 of cash used by operating activities.

During 1999, we received $109,500  from the issuance of
restricted common stock to private investors. These funds were
primarily used in operating activities, as stated above, and to
purchase computer equipment for $8,300.

The Company has experienced operating losses of $1,129,679 and
$11,082 during the years ended December 31, 1999 and 1998,
respectively, and had negative cash flows from operating
activities of $94,513 and $11,082 during the years ended December
31, 1999 and 1998, respectively. At December 31, 1999, the
Company had an accumulated deficit of $1,183,040. 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. Management' plans consist
primarily of becoming profitable. However, there is no assurance
of obtaining profitable operations.

Our current cash position has improved slightly over last year
evidenced by an increase in cash of $5,910 to $61,167 at December
31, 1999.  However, working capital decreased $3,321 to $42,455.
While our business revenue continues to increase and costs of
attaining these increases remains relatively constant,
profitability of our operations should be attained in the near
future.  Since we have no bank indebtedness or any long-term
debt, all cash generated from operations will be used to improve
and expand our business. Actual cash needs in the short-term and
the long-term should be provided by operations. The Company does
not have any plans to raise additional external capital. Should

                                16

the Company continue to experience losses, as it has to date, it
may be unable to pay its obligations when due.

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

RecycleNet advanced $15,000 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 are also minor shareholders of RecycleNet
Corporation, own Andela Tool and Machinery. Repayment of the loan
is expected by December 31, 2000 and a $5,000 payment has been
received during the third quarter of 2000. The loan is unsecured.
The loan is non-interest bearing and payment terms have not been
established.

RecycleNet Corporation completed the acquisition of Andela
Products Ltd. of Richfield Springs, New York ("Andela")on March
11, 1999. The Company acquired Andela by issuing 386,900
restricted shares of Class N (and Class X) common stock on March
11, 1999 to Andela T & M. The Class N shares issued were recorded
at their fair value of $196,932, or $0.51 per share. The fair
value of the Class N shares was determined by the price
restricted Class N shares was issued for cash about the same time
as the acquisition of Andela. The market value of the Company's
common stock at the time of the purchase was considered in
valuing the share issued; however, there was not sufficient
trading volume to determine the fair value of the restricted
Class N shares issued. Andela Products Ltd. was acquired from an
unrelated party as discussed above.

The acquisition of Andela was accounted for using the purchase
method of accounting. The acquisition was for the purpose of
obtaining marketing rights to glass recycling equipment produced
by Andela T & M. and the purchase price was allocated entirely to
the marketing rights.  Although Andela added significant e-
commerce revenues to the consolidated operations of RecycleNet,
Andela has not been able to realize a gross profit from the sales
of its products under the marketing rights agreement. This
condition has continued during 2000. Management therefore
assessed the marketing rights for impairment and, based on
estimated discounted future cash flows from the marketing rights
of approximately zero, the Company recognized an impairment loss
of $196,932 during the year ended December 31, 1999.

Andela Products Ltd.'s sales for the nine months ended September
20, 2000 were $1,287,000 compared to $165,000 for the similar
period of 1999.  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

                                17

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, 1999, deferred
revenue amounted to $43,300 compared to $31,500 as at December
31, 1998. 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, with 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.

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 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.

                                18

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 2.  DESCRIPTION OF PROPERTY
--------------------------------
The Company does not currently own or lease any operating
facilities. Because of the electronic nature of its business, the
Company does not require permanent operating facilities. The
Company maintains shared office space at 7 Darren Place, Guelph
Ontario Canada. Inter-Continental Recycling Inc. provides this
space at no charge to the Company. However, the fair value of the
office space provided has been recognized in the accompanying
financial statements as a capital contribution.

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)     87.05%
            Recycling, Inc. (Note 2 & 3)
            7 Darren Place
            Guelph, Ontario Canada

Class N     Paul Roszel (Note3)       3,526,312 shares (voting)     5.29%
            7 Darren Place
            Guelph, Ontario Canada

Class N     Richard R. Ivanovick        597,722 shares (voting)     0.57%
            23 Cottontail Place
            Cambridge, Ontario Canada

                                19

Class N     Mikael Prydz (Note 4)      517,129 shares (voting)      0.66%
            352 Green Acres Dr.
            Waterloo, Ontario Canada

Common      Inter-Continental         22,950,000 shares (voting)   60.29%
            Recycling, Inc. (Note 2 & 3)
            (see above address)

Common      Paul Roszel (Notes 2 & 3)    895,247 shares (voting)    2.35%
            (see above address)

Common      Richard R. Ivanovick         612,000 shares (voting)    1.61%
            (see above address)

Common      Mikael Prydz (Note 4)        517,029 shares (voting)    0.66%
            (see above address)

Common      Garbalizer Corporation     4,489,897 shares (voting    11.79%
            of America (Note 5)           and investment)
            1588 South Main
            Suite 200
            Salt Lake City, Utah

_________________
(1)  Class N shares are convertible into common shares on a one for one
     basis. As of July 31, 2000, there were 66,667,781 Class N shares
     outstanding. At the same date, there were 38,066,555 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
  (3)       he has voting power.  In addition, he may be deemed to be a
  (4)       beneficial owner of the 58,033,269 Class N shares held by Inter-
             continental Recycling, Inc.
(4)  Mr. Mikael Prydz holds these shares both personally and
     through Investors Retirement Holdings, Inc., a company that
     he controls.
(5)  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. Garbalizer
     Corporation of America is beneficially owned by Mr. John Brewer,
     Salt Lake City, Utah.

                                20

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           42  Chairman of the Board,      Inception to Present
                            President

Richard R. Ivanovick  58  Chief Financial Officer,     3/99 to present

Mikael Prydz          35  President, CEO & Director,  03/99 to 02/02/00

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.

Richard R. Ivanovick 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 Service Ltd.,
Ontario, Canada, which company is involved in automobile service,
sales and leasing and car and truck rentals in the Guelph,
Ontario area.

Mikael L. Prydz joined the Company in November 1998, and was
appointed President and CEO in March 1999. Mr. Prydz is the
President of Investors Retirement Holdings Inc., (a Canadian
private investment firm) which holds an equity position in
RecycleNet Corporation.

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.

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

                                21

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 was 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.  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.

ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------
The following table shows compensation earned during fiscal 1997,
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.

                   Summary Compensation Table
                   --------------------------
       Name & Principal Positions         Fiscal Year     Salary
       ____________________________       ___________  _____________
Paul Roszel, President & Chairman             1999        $27,000
                                              1998        $27,000
                                              1997        $NIL

Richard R. Ivanovick, CFO                     1999        $NIL
     (Note 1)                                 1998        $NIL
                                              1997        $NIL

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


NOTE 1: For the years ended December 31, 1997, 1998 and 1999,
Richard R. Ivanovick, CFO, did not receive any salary or benefits
from the Corporation nor did Mikael Prydz, director, received any
salary or benefits from the Corporation during 1998. Subsequent
to December 31, 1999, 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.

                                22

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 22,950,000 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).

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.
Specifically, Mr. Brewer primarily rendered consulting services
regarding the structure and operation of publicly held domestic
corporations to Mr. Roszel and the other officers and directors
of RecycleNet Corporation (Ontario)  prior to and subsequent to
the reorganization between RecycleNet and Garbalizer Machinery
Corporation in April, 1999. The Company valued the 2,000,000
common shares issued to Mr. Brewer at $400,000, or $0.20 per
share, based upon the market value at which common shares were
trading at the time of issuance.

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

                                23

On December 8, 1999 the Company signed e-commerce merchant
services agreements with metalworld.com, inc., farmworld.com,
inc., lisa.com and fiberglass.com, inc. Inter-Continental
Recycling Inc. is the majority owner of metalworld.com, inc.,
farmworld.com, inc., lisa.com and 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).  An E-commerce Merchant Service
Agreement allows the Company to process sales and credit cards
over the Internet on behalf of the client.  This falls in line
with the Company's plans for its e-Commerce business segment
(Business Segment 3). This contract is immaterial to the daily
operations of the Company.

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.  If
and 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).

On July 14, 2000, the Company entered into an agreement whereby
the Company issued 27,322,608 shares of common stock for the
acquisition of metalworld.com, Inc. Inter-Continental Recycling
Inc. was the majority owner of metalworld.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). This acquisition will be deemed to
be among related parties. The Company will not obtain a fairness
opinion or other evaluation with regard to the number of shares
to be issued and the Company is not representing that the
transaction is as fair to the Company as could have been if made
between unaffiliated parties. The acquisition was accounted for
at historical cost to Inter-continental of $22,045 due to it
being between parties under common control.

On July 25, 2000 the Company signed an e-commerce merchant
services agreement with woodfibre.com, inc. (Utah). Inter-
Continental Recycling Inc. is the majority owner of
woodfibre.com, inc. (Utah), 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). The agreement allows the Company to process sales and
credit cards over the Internet on behalf of the client.  This
falls in line with the Company's plans for its e-Commerce
business segment (Business Segment 3). This contract is
immaterial to the daily operations of the Company.

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

                                24

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 US ($2.00 Canadian).

DESCRIPTION OF SECURITIES
-------------------------
The Company has authorized 150,000,000 common shares, par value
$.01, of which 39,505,043 common shares were issued and
outstanding at September 30, 2000 and 66,591,781 Class N voting,
non-equity shares were outstanding. 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

                                25

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 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------
The Company's shares are traded on the over-the-counter 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 June 30, 2000.

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, 1998         $0.070         $0.045
2nd Quarter, 1998         $0.139         $0.046
3rd Quarter, 1998         $0.100         $0.060
4th Quarter, 1998         $0.075         $0.060
1st Quarter, 1999         $1.050         $0.310
2nd Quarter, 1999         $0.750         $0.310
3rd Quarter, 1999         $0.550         $0.218
4th Quarter, 1999         $0.500         $0.120
1st Quarter, 2000         $0.750         $0.125
2nd Quarter, 2000         $0.660         $0.220

As of July 31, 2000, the number of holders of record of the
Company's common shares was 453.

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.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
------------------------------------------------------
The Company has not had any disagreements with any of its
independent accountants.

                                26

RECENT SALES OF UNREGISTERED SECURITIES
------------------------------------------------
Securities sold by the Company within the last three years are as
follows.

On March 19, 1999, the reverse share acquisition between
RecycleNet Corporation (Ontario) and Garbalizer Machinery
Corporation (Utah) was closed. The Plan of Reorganization between
those companies provided for the Company to issue 70,896,789
Class N voting, non-equity shares of the Company. In connection
with the reorganization, RecycleNet Corporation (Ontario), which
became a wholly owned subsidiary of RecycleNet Corporation
(formerly Garbalizer Machinery Corporation) and the Ontario
corporation issued an identical number of Class X non-voting,
equity participating shares in it. The Class N and Class X shares
are convertible into common voting, equity participating shares
of the Company on the basis of one common voting-equity
participating share in exchange for one share each of Class N and
Class X. As of July 31, 2000, shareholders of the Company have
converted a total of 1,462,488 Class N and Class X shares and the
Company has issued 1,462,488 common voting, equity participating
shares to those shareholders in the Company.

All of the Class N and Class X shares, and all shares to be
issued upon exchange of the Class X and Class N shares, will be
"restricted" under the Securities Act of 1933 and the
certificates representing the shares bear and will bear a
restrictive legend. All of the persons issued the shares were
former shareholders of RecycleNet Corporation (Ontario) and are
comprised of 5 accredited investors (including the Company's
three officers and directors) and an aggregate of 27 other
investors.  Those persons are comprised of employees of Inter-
Continental Recycling (an affiliate of the Company), close
personal friends of the Company's officers and directors,
business associates of the Company's affiliates, and family
members of its affiliates (by blood and marriage).  All of the
persons were given the opportunity to review the operations of
the Company prior to investing and were fully familiar with the
Company's financial condition and its management, business and
prospects.  The Company will rely upon Section 4(2) and/or Rule
506 under Regulation D of the Securities Act of 1933 for the
issuance of common shares upon the conversion of Class N and X
shares into common shares. The issuance of shares by
RecycleNetCorporation (Ontario) prior to the reorganization
discussed, were in full compliance with the applicable securities
laws and rules of the province of Ontario, Canada.

During March 1999, the Company issued 833,717 Class N (and Class
X) common shares as compensation for services valued at $423,917.
Also during March 1999, the Company issued 386,900 Class N (and
Class X) common shares to acquire Andela Products Corporation
valued at $196,932 and issued 7,877,421 shares to acquire
Garbalizer Machinery Corporation valued at $0. 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.

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

                                27

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.

In July 2000, the Company issued an aggregate of 27,322,608
common shares to acquire the business and assets of
metalworld.com, inc., in a share for share transaction.  The
shares were issued to an aggregate of 24 persons. Of those
persons, 15 are existing shareholders of the Company, 2 are
attorneys for the Company, 1 is an employee of Inter-Continental
Recycling Corporation, 2 are accredited persons and the remaining
4 are personal friends of affiliates of the Company or business
associates of the Company or its affiliates.  The Company will
rely on the exemptions from registration set forth in Section
4(2) and /or Rule 506 under the securities Act of 1933 for the
issuance of these shares.

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

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 meet.

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.

                                28

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, 1999.


INDEX TO EXHIBITS
-----------------
Exhibit  Description
-------  -----------
3(i)     Articles of Incorporation filed as an exhibit to Form 10-SB
          are hereby incorporated by reference.
3(ii)    By-laws filed as an exhibit to Form 10-SB, Amendment No. 5
          are hereby incorporated by reference.


                           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 6, 2001

                           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.

                                                          March 6, 2001
                           BY: /s/  Paul Roszel
                           -----------------------------------------------
                           Paul Roszel, Chairman of the Board of Directors

                                                          March 6, 2001

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


                                29

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


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 sheets  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  raise 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.
                                    /S/ Hansen, Barnett & Maxwell
                                    -----------------------------
                                    HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
March 13, 2000

                                F-2


                       RECYCLENET CORPORATION
                   CONSOLIDATED BALANCE SHEETS

                                                       DECEMBER 31,
                                                  ----------------------
                                                     1999        1998
                                                  ----------  ----------
                         ASSETS
Current Assets
Cash  .  . . . . . . . . . . . . . . . . . . . .  $   61,167  $   55,257
Trade accounts receivable, net of $2,168 and
  $0  allowance for bad debt, respectively  .  .      30,289      26,505
Receivable  from supplier. . . . . . .   .  .  .      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  $    1,753
Accrued  liabilities. . . . . . . . . . . . . . .      2,650       2,708
Deferred  revenue . . . . . . . . . . . . . . . .     43,328      31,525
                                                  ----------  ----------
Total Current Liabilities . . . . . . . . . . . .     64,001      35,986
                                                  ----------  ----------
Stockholders' Equity
  Class N convertible shares (and Class X shares
  of Amalco - $0.01 par value; 70,896,789
  shares authorized; 68,130,269 shares and
  69,462,602 shares issued and outstanding,
   respectively . . . . . . . . . . . . . . . . .    681,303     694,626
 Common shares- $0.01 par value; 79,103,211
  shares authorized; 10,643,947 shares and no
   shares  issued  and  outstanding, respectively.   106,439           -
Additional  paid-in capital (deficit) . . . . . .    447,926    (590,899)
Accumulated  deficit. . . . . . . . . . . . . . . (1,183,040)    (53,361)
                                                  ----------  ----------
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

                        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. . . . . .     307,885       96,773
  Exchange loss . . . . . . . . . . . . . . . . .         709        1,250
  Impairment  of marketing rights . . . . . . . .     196,932            -
  Professional fees (paid with stock) . . . . . .     423,917            -
  Merger and acquisition expense (paid
   with stock). . . . . . . . . . . . . . . . . .     400,000            -
                                                  -----------  -----------
Total  Operating Expenses . . . . . . . . . . . .   1,329,443      (98,023)
                                                  -----------  -----------
Net Loss. . . . . . . . . . . . . . . . . . . . . $(1,129,679) $   (11,082)
                                                  ===========  ===========
Basic  and Diluted Loss Per Common Share. . . . . $     (0.16)         n/a
                                                  ===========  ===========

Weighted-Average Common Shares Used in Per Share
  Calculation . . . . . . . . . . . . . . . . . .   7,209,686            -
                                                  ===========  ===========

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

                                F-4

                        RECYCLENET CORPORATION
       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                        Class N Convertible
                                        Shares (and Class X
                                         Shares of Amalco                                                            Total
                                        (RecycleNet Ontario))       Common Shares        Additional               Stockholders'
                                       -----------------------  -----------------------    Paid-in    Accumulated    Equity
                                         Shares      Amount       Shares       Amount      Capital      Deficit     (Deficit)
                                       -----------  ----------  -----------  ----------  -----------  -----------  ----------
<S>                                   <C>          <C>         <C>          <C>         <C>          <C>          <C>
Balance  -  December 31, 1997. . . . .  68,975,240  $  689,752            -  $        -  $  (650,677) $   (42,279) $   (3,204)
Issuance for cash, January 30, 1998,
  $0.09  per share . . . . . . . . . .       7,738          77            -           -          609            -         686
Issuance for cash, February through
  October  1998, $0.13 per share . . .     479,624       4,797            -           -       57,553            -      62,350
Contribution of services . . . . . . .           -           -            -           -        1,616            -       1,616
Net  loss for the year . . . . . . . .           -           -            -           -            -      (11,082)    (11,082)
                                       -----------  ----------  -----------  ----------  -----------  -----------  ----------
Balance - December 31, 1998. . . . . .  69,462,602     694,626            -           -     (590,899)     (53,361)     50,366
Issuance for cash, February and
  March  1999, $0.51 per share . . . .     213,570         214            -           -      109,261            -     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,
  $0.51  per  share. . . . . . . . . .     386,900       3,869            -           -      193,063            -     196,932
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            -            -           -
Contribution of services . . . . . . .           -            -           -           -        1,617            -       1,617
Net loss for the year. . . . . . . . .           -            -           -           -            -   (1,129,679) (1,129,679)
                                       -----------  -----------  ----------  ----------  -----------  -----------  ----------
Balance  -  December 31, 1999. . . . .  68,130,269  $   681,303  10,643,947  $  106,439  $   447,926  $(1,183,040) $   52,628
                                       ===========  ===========  ==========  ==========  ===========  ===========  ==========
</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,
                                               ------------------------
                                                   1999        1998
                                               -----------  -----------
Cash Flows From Operating Activities
  Net loss . . . . . . . . . . . . . . . . . . $(1,129,679) $   (11,082)
Adjustments to reconcile net loss to net
 cash used by operating activities:
  Depreciation . . . . . . . . . . . . . . . .       2,758          762
  Impairment of marketing rights . . . . . . .     196,932            -
  Common stock issued for services . . . . . .     823,919            -
  Contribution of services . . . . . . . . . .       1,617            -
  Exchange (gain) loss . . . . . . . . . . . .         709        1,250
Changes in assets and liabilities:
  Accounts receivable. . . . . . . . . . . . .      (3,784)     (27,447)
  Receivable from supplier . . . . . . . . . .     (15,000)           -
  Accounts payable and accrued liabilities . .      16,213        4,617
  Deferred revenue . . . . . . . . . . . . . .      11,803       32,645
                                               -----------  -----------
Net Cash Provided by (Used in) Operating
 Activities. . . . . . . . . . . . . . . . . .     (94,513)         745
                                               -----------  -----------
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. . . .        (709)        (357)
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 Class N (and  Class
X) common shares as compensation for services valued at $423,917.
Also  during March 1999, the Company issued 386,900 Class N  (and
Class  X)  common  shares to acquire Andela Products  Corporation
valued  at  $196,932  and  issued  7,877,421  shares  to  acquire
Garbalizer  Machinery  Corporation valued at  $0.  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


                       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 - Mr. Paul Roszel and others operated  an
unincorporated business from 1995 through 1997. When the business
was  incorporated  as  RecycleNet  Corporation  (RecycleNet)   on
December  22,  1997  under the laws of the Province  of  Ontario,
Canada. On March 19, 1999, RecycleNet was reorganized into Amalco
(RecycleNet   Ontario),  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  (RecycleNet
Ontario)  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 90% of the voting Class N and common
shares  after the reorganization. The Class N shares are entitled
to   one  vote  per  share  on  all  matters  presented  to   the
shareholders.

For  financial reporting purposes, RecycleNet was considered  the
accounting  acquirer.  Accordingly,  the  accompanying  financial
statements   present   the   historical   operations    of    the
unincorporated  business  since its formation  in  1995  and  the
operations of RecycleNet for the periods after its incorporation.
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 because Garbalizer  had  no
assets, liabilities or operations at the date of the transaction.
The  accompanying financial statements have been restated to show
the  effects  of  the recapitalization of RecycleNet,  which  was
recorded  at historical cost in a manner similar to a pooling  of
interests.

CONSOLIDATION - On March 19, 1999, Garbalizer changed its name to
RecycleNet  Corporation. The accompanying consolidated  financial
statements  include the accounts of RecycleNet  Corporation  (the

                                F-7

Utah  corporation) from the date of its acquisition, the accounts
of  the  unincorporated business and of RecycleNet  (the  Ontario
corporation renamed Amalco (RecycleNet Ontario), for all  periods
presented and the accounts of Andela Products Ltd. from the  date
of  its  acquisition.  The consolidated  entity  is  referred  to
hereafter as the Company. Inter-company accounts and transactions
have been eliminated in consolidation.

OPERATIONS - The Company is in the business of designing Internet
sites,  Internet advertising and Internet trading  of  consumable
recyclable  goods. 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,   license
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
transactions  are in US 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 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  $1,129,679  and $11,082 during the years ended  December  31,
1999  and  1998, respectively, and had negative cash  flows  from
operations  activities of $94,513 during the year ended  December
31,  1999.  At December 31, 1999, the Company had an  accumulated
deficit  of $1,183,040. 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.
Management's  plans  consist primarily  of  becoming  profitable.
However,   there   is   no  assurance  of  obtaining   profitable
operations.

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.

                                F-8

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

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 INCOME (LOSS) PER COMMON SHARE - Basic loss per
common  share is calculated by dividing net loss by the weighted-
average  number of common shares outstanding. The computation  of
basic loss per common share was not applicable prior to March 19,
1999  since there were no common shares outstanding. Diluted loss
per  common  share  is calculated to give effect  to  potentially
issuable  common  shares except during loss  periods  when  those
potentially issuable shares are anti-dilutive. As of December 31,
1999  and 1998, there were 68,130,269 and 69,462,602 Class N (and
Class  X)  shares,  respectively, that  were  excluded  from  the
calculation of diluted loss per share.

The  following data shows the amounts used in computing basic and
diluted loss per share for the years ended December 31, 1999  and
1998  and the effect on the weighted-average number of shares  of
dilutive potential common stock:

                                                   For the Years Ended
                                                       December 31,
                                               ---------------------------
                                                   1999          1998
                                               ------------  -------------
    Net loss . . . . . . . . . . . . . . . . . $ (1,129,679) $     (11,082)
                                               ============  =============
   Weighted-average number of common shares
    used in basic loss per common share
    calculation. . . . . . . . . . . . . . . .    7,209,686              -

   Incremental potentially issuable common
    shares from assumed conversion of Class N
    common shares. . . . . . . . . . . . . . .            -              -
                                               ------------  -------------
   Weighted-average number of common shares
    and dilutive potential common shares used
    in diluted loss per share calculation         7,209,686              -
                                               ============  =============

                                F-9

NOTE RECEIVABLE FROM SUPPLIER - At December 31, 1999, the Company
had  loaned $15,000 to Andela Tool & Machine, an unrelated third-
party  from  which  the  Company purchased Andela  Products  Ltd.
Repayment of the note is expected by December 31, 2000. The  loan
is  unsecured. The loan is 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.

Computer software costs incurred for internal use are expensed as
incurred during the preliminary evaluation stage, are capitalized
during  the  acquisition and development stage, and are  expensed
during  the  operation stage, including training and maintenance.
Capitalizable  software development costs for internal  use  were
not material for the years ended December 31, 1998 and 1999.

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.

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 LTD.

The  Company  acquired Andela Products Ltd.  by  issuing  386,900
shares of Class N and Class X common stock on March 11, 1999. The
common  shares  issued  were recorded  at  their  fair  value  of
$196,932.  The acquisition was accounted for using  the  purchase
method  of  accounting. The acquisition was for  the  purpose  of
obtaining marketing rights to glass recycling equipment  produced
by  Andela  T  & M which had been transferred to Andela  Products
Ltd.  Accordingly, the purchase price was allocated  entirely  to
the  marketing rights. Based upon an assessment of the  estimated
net future cash flows from the marketing rights, as evidenced  by
the  lack  of  gross  profit from the  sale  of  glass  recycling
equipment  after  the  purchase, management determined  that  the
marketing rights were impaired and were written off during 1999.

The  operations of Andela Products Ltd. have been included in the
accompanying  consolidated financial statements  from  March  11,
1999.  Andela  Products  Ltd.  had no  operations  prior  to  its
acquisitions  by  the Company. Accordingly, pro forma  operations
would have been the same as historical operations of the Company.

                                F-10

NOTE 3-LETTER OF INTENT TO ACQUIRE FIBERGLASS.COM

On  September  23,  1999, the Company entered into  a  letter  of
intent  to  purchase fiberglass.com, a company  owned  by  Inter-
Continental  Recycling  who  is a  majority  shareholder  of  the
Company. In order for the purchase to occur, fiberglass.com  must
achieve  each of the following objectives: achieve monthly  sales
of  a  minimum of $25,000 US per month from an active, repetitive
customer  base with average sales equaling $50 US per month  from
each  customer,  fiberglass.com must operate at a  monthly  break
even or on a monthly profitable basis, not at a loss and must not
have  net debt (no outstanding debt larger than its tangible cash
reserves). The Company is obligated to purchase any or all of the
outstanding  22,000,000 shares of common stock of  fiberglass.com
if  all  of  the  aforementioned objectives have  been  met.  The
exchange  rate  of  common shares of the Company  for  shares  of
fiberglass.com shall be determined on the closing market price on
any  date  determined  at the discretion of  the  Company  before
December 31, 2000. In the event that fiberglass.com does not meet
any  of  the  criteria  mentioned  previously,  the  Company  and
fiberglass.com  may  mutually agree to an  alternative  valuation
formula  to complete the share exchange; otherwise the  agreement
will  terminate  on December 31, 2000 with no penalty  to  either
party.

NOTE 4-INCOME TAXES

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

                                                   1999       1998
                                                ----------  ----------
Operating loss carry forwards . . . . . . . . . $   58,919  $    6,808
Less: Valuation allowance . . . . . . . . . . .    (58,919)     (6,808)
                                                ----------  ----------
Net Deferred Tax Asset. . . . . . . . . . . . . $        -  $        -
                                                ==========  ==========

                                F-11

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%) . . . . . . . . . . $ (383,541) $   (3,768)
Non-deductible stock-based expenses . . . . . .    307,327           -
State and provincial benefit net of
 federal tax. . . . . . . . . . . . . . . . . .    (32,402)          -
Deferred tax asset valuation change . . . . . .     81,250       4,226
Effect of foreign losses with no federal
benefit . . . . . . . . . . . . . . . . . . . .     27,366         458
                                                ----------  ----------
Total Income Tax Benefit. . . . . . . . . . . . $        -  $        -
                                                ==========  ==========

As  of December 31, 1999, the Company had Canadian operating loss
carry  forwards for tax purposes of $116,783 that expire  between
2005  and 2012. In addition, the Company has U.S. operating  loss
carry  forwards of approximately $157,958 that expire  from  2000
through 2019.

NOTE 5-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   (RecycleNet   Ontario),  the  Ontario   subsidiary,   is
authorized to issue an unlimited number of Class X common shares.
The Class X common shares of Amalco (RecycleNet Ontario) are non-
voting  but equity participating. The Class N and Class X  shares
are  convertible from the date of issuance into common shares  on
the  basis  of one Class N share and one Class X share of  Amalco
(RecycleNet Ontario) for each common share of the Company, solely
at the option of the holders.

During  February through March 1999, the Company  issued  213,570
Class  N  shares  for cash. The proceeds from the  issuance  were
$109,475  or  $0.51  per share. During March  1999,  the  Company
issued  833,717 Class N shares for managerial, legal,  accounting
and  operating services. The shares were recorded at  their  fair
value  of $423,917 or $0.51 per share based upon the price shares
were  issued  for  cash during that same time.  The  shares  were
issued to individuals who consisted of employees of the Company's
ISP  service provider, the president of the Company, an  employee
of  Inter-Continental (an affiliate of the Company), a lawyer and
the internal accountant for the Company.

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 2. The value assigned to the shares was  $0.51
per share based on the market value at which the Company's common
shares traded for cash previous to the reorganization.

                                F-12

As described in Note 1, Basis of Presentation, on March 19, 1999,
pursuant  to  a  stock exchange agreement, 70,896,789  shares  of
Class  X  equity participating, non-voting shares of  Amalco  and
Class  N  voting, non-equity participating common shares  of  the
Company  were  issued  in  exchange for  all  of  the  shares  of
RecycleNet  then  outstanding. The  Class  X  and  N  shares  are
convertible into common shares on the basis of one Class X  share
and one Class N share for each common share.

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.

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.

In  August  1999,  the president of the Company gifted  2,000,000
shares  of  common stock to the Company for which he received  no
compensation. The shares were then issued to the former president
of  Garbalizer for services rendered to the Company and  its  new
management  in  connection with the reorganization of  Garbalizer
Machinery Corporation and RecycleNet Corporation.

The  Company has office space in a location that is owned by  the
CEO  of the Company. This office space is provided to the Company
at  no  charge. Management has estimated the benefit provided  to
the Company by occupying this office space at $200 per month. The
financial statements reflect the related expense for the  use  of
the office space for all periods presented.

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.   There was not any compensation granted to  Mr.  Roszel
for  this  transaction to occur, nor were there  any  transaction
fees  involved.  However, this agreement does grant Mr. Roszel  a
$1,000  royalty  payment for each Rhodium WebWeaver  license  the
Company is able to secure. No sales occurred during 1999.

                                F-13