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


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

                 For the fiscal year ended December 31, 2000


                   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: $2,066,107

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 March 23, 200 1, the aggregate market value of the voting stock
held by non-affiliates of the registrant, based on the average bid and
ask prices of $0.050 and $ 0.070 respectively, namely $0.060 x
39,655,042 common shares outstanding was $2,379,302.

As of December 31, 2000 there were 66,441,781 class N voting non-
equity shares outstanding.

As of December 31, 2000 there were 39,655,042 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 39,655,042 common shares were issued
and outstanding at December 31, 2000 and 66,441,781 Class N voting, non-
equity shares were outstanding. The Company has retained the market symbol
"GARM" as its market symbol and as an acronym for the slogan, "Global Access
to Recycling Markets". Prior to the March 19, 1999 reorganization, the assets
less liabilities of Garbalizer Machinery Corporation were sold to Garb-Oil &
Power Corporation (Utah). The Company is currently engaged in providing
Internet web services and E-Commerce services to both the business-to-
business and business-to-consumer communities.

                                3

COMPANY HISTORY AND DESCRIPTION OF BUSINESS
-------------------------------------------
In 1989, Paul Roszel, an officer, director and principal shareholder
of the Company began publishing a newsletter entitled "The Recycler's
Exchange." This newsletter was published for a period of approximately
seven years and was a regional recycling industry newsletter that
circulated to an estimated 3,200 recycling based businesses in
Ontario, Canada. In late 1994, as the popularity of the Internet grew,
Mr. Roszel began work on physically developing the concept of an
electronic format web site to distribute the Recycler's Exchange
information world wide via the world wide web and e-mail. Thus, the
Recycler's Exchange evolved from a printed newsletter with limited
distribution to one  electronically distributed worldwide. The web site
was activated on-line on May 1, 1995. During the early development stages
(1995-1997), Mr. Roszel operated RecycleNet as a sole proprietorship.
RecycleNet Corporation (an Ontario Private Corporation) was incorporated on
December 22, 1997. During 1998, RecycleNet Corporation (Ontario) participated
in an electronic cash pilot program, which was conducted by Mondex Canada.

In the past five years, the Company has developed and implemented a
broad range of software solutions including site management, sales
management, search, customer interaction, and transaction processing
systems using a combination of proprietary custom designed
technologies and commercially available, license technologies. The
scaleable structure of the Company's hardware and software allows for
rapid deployment of new web site features and services, while
maintaining user performance standards. In the rapidly changing
Internet environment, the ability to update an application to stay
current with new technologies, its custom designed systems and
flexible data-base design allow for the addition, modification, or
replacement of web site content in a cost efficient and expeditious
manner. The Company currently uses UNIX BSD and APACHE software as its
web server. Its Internet servers are located in Cambridge, Ontario, Canada.
Supervisory staff provides professional Internet hosting facilities and
redundant high speed Internet connectivity. Supervisory staff also provides
monitoring and support 24 hours a day, 7 days a week, supplementing
the system administrators. The Company has developed its own content and web
site management tools to facilitate the maintenance and updating of its web
sites. Web site management tools enable the Company's staff to update its
web sites from remote locations throughout the day.

The market in which the Company competes is characterized by rapidly
changing technology, evolving industry standards, frequent new service
and product announcements, and changing customer demands. Accordingly,
the Company's future success may depend on its ability to adapt to
rapidly changing technologies, to adapt its services to evolving industry
standards and to continually improve the performance, features and reliability
of its service in response to competitive service and product offerings and
evolving demands of the market place. The failure of the Company to adapt to
such changes would harm the Company's business. In addition, the wide spread
adoption of new Internet, networking or telecommunications technologies or
other technological changes could require substantial expenditures by the
Company to modify or adapt its services or infrastructure.

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

On December 16, 1999, the Company signed an agreement securing the
distribution rights for the Rhodium WebWeaver TurnKey E-Commerce
system. Mr. Roszel assigned these rights personally to the Company in
exchange for royalties on the issuance of related licenses.  There was
not any compensation granted to Mr. Roszel for this transaction to
occur, nor were there any transaction fees involved. The terms of
agreement have all been fulfilled. This agreement does grant Mr.
Roszel a $1,000 royalty payment for each Rhodium WebWeaver License
RecycleNet is able to secure. The Company will charge a minimum of
$35,000 for each license. As of the effective date of this
registration statement, no licenses have been sold. 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. The Andela Scrap Glass
Composite Index is a system that reports market prices for grades of
recycled glass, and is an integral part of the RecycleNet Composite
Index. The Company is of the belief that users of this feature are the
same group of individuals who will use other components of the
RecycleNet Composite Index. Thus, by promoting glass recycling
equipment sales over the Internet, the Company is potentially gaining
customers in their other business segments as well.

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

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

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

                                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
an unwritten contract basis under a related party transaction with
Inter-Continental Recycling Inc. Because of the affiliation between
Inter-Continental and the Company, the agreement between them has no
definite duration and will continue as necessary for the conduct of
business by the Company. Inter-Continental will assign and provide
employees to the Company as long as the Company requires them and can
pay the associated costs. Inter-Continental provides, on a monthly
invoice basis, services to and for the Company by employees of Inter-
Continental. There is no mark-up or other charge incurred by the
Company from Inter-Continental and the Company pays the same amount
for services from the Inter-Continental employees as does Inter-
Continental. The average monthly invoice from Inter-Continental to the
Company approximates $24,500, and pays for services for 12 employees
of Inter-Continental utilized by the Company. The Company is invoiced
for the salaries as well as employee benefits, such as deductions for
Canada Pension Plans and Employment Insurance, which is a deduction
mandated by the Canadian Government. . Management of the Company
believes this arrangement is beneficial to the Company in that all
payroll and employee withholding transactions are consolidated into
one company, Inter-Continental, thereby saving the Company a
duplicative expense. Therefore, the Company believes the arrangement
to be as fair to it as could have been made with an unaffiliated
party. Also, Inter-Continental is responsible for acquiring and
maintaining appropriate insurance covering liabilities, including
employee conduct.  During 1998, the Company was using four employees
of Inter-Continental, and expanded between January through October,
1999, to eleven persons. As the Company's needs increase, it will
utilize additional personnel of Inter-Continental. There are no other
material contracts between the Company and Inter-Continental
Recycling. (See "Facilities" and "Security Ownership of Certain
Beneficial Owners and Management" below.)


FACILITIES
----------
The Company maintains shared office space at 7 Darren Place, Guelph
Ontario Canada and RecycleNet pays $200.00 per month to Inter-
Continental Recycling, Inc. The Company believes that the current
facilities will be adequate for the foreseeable future. All research
and development activities are performed in these facilities.  The
Company believes that the nature of its business coupled with computer
networking technology will allow and support future employees of the
Company working from remote locations outside of the Company's current
(or future) facilities. 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 87% 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 involved in any litigation or legal
proceedings involving the business of the Company.


ITEM 4.  SUBMISSION OF MATTERS TO SECURITY HOLDERS
--------------------------------------------------
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of fiscal year ended December 31, 2000.


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

                                12

on in the new parent. Consequently, none of the operations of
Garbalizer Machinery Corporation are discussed in the following
financial analysis.

Revenues from the Internet Portal Services business are derived from
individual custom packages that include any combination of the
following services: subscription fees, HTML linking services,
advertising, and web page construction. Each package is unique and
distinctions between services are not made for accounting purposes.
The portal service revenues are derived from a combination of fees,
which are negotiated individually with each customer. The customer
buys a combination of services specific to his needs, upon which the
fees are based. The fees are recorded in total dollar amounts, as the
Company has no reasonable method available to subdivide the revenues on
its books. We believe there is no material difference in fees from the
various aspects of its web site services segment and therefore the web site
fees from the individual services are not separately identified. The business
model requires a per-client, per-month repetitive service fee, regardless of
the services provided. With respect to the Internet portal sites that
facilitate e-commerce trading, the Company only charges a monthly fee
for services that are provided to customers.  The Company does not
charge sellers or buyers a percentage of the value of their
transactions nor does the Company charge a back-end fee.

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

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
                       2000        1999
                       ----        ----
Sales Revenues      $2,066,107   $579,617

Sales revenues for the year ended December 31, 2000 were $2,066,107 an
increase of $1,486,490 over the same period of 1999.  This 256%
increase resulted from favorable increases in both segments of our
business.  In our Portal Sales area, revenues increased to $560,856 in
the year 2000 from $209,538 in the year 1999, a $351,318 increase.
This resulted primarily from the three additional sales  personnel
which were contracted during 1999, one in January and two in October
1999.  We were able to utilize these people throughout the year 2000
in a fully trained basis which resulted in this improvement in
revenues.

                                13

Andela Products Ltd. was acquired on March 11, 1999 and sales in 1999
amounted to $370,079.  However sales of Glass Pulverizing Equipment
during the year 2000 increased to $1,505,251, a substantial increase
of $1,135,172 over 1999.  Sales of this equipment is directly related
to the design size from the customer and this year we have been
delivering contracts of greater value than previously.  Since we have
no history of strong sales over more than one year, we are not sure
that these same sales levels will continue into 2001 or whether we
have experienced a bubble of sales activity this year.


GROSS PROFIT
                       2000        1999
                       ----        ----
Gross Profit         $550,621    $199,764


Gross profit increased by $350,857 or 176% over 1999.  This increase
resulted directly from our portal service business segment.  Sales of
equipment through Andela Tool Ltd. has resulted in a break even gross
profit during the year 2000.  Management has not been able to obtain a
mark-up on the equipment sold to date and our prospects for
improvement are difficult at this time.  Management continues to
emphasize increased effort in our Portal Business and we expect to
gain revenues in this area.

OPERATING EXPENSES
                       2000        1999
                       ----        ----
Operating Expenses   $477,498    $1,329,443

General and Administrative Expenses have increased $170,349 in 2000 to
$478,234.  Subcontracted salaries and related benefits comprise the
largest portion of the expenses and account for $306,100 of the total
or 64%, increasing by $111,200 from 1999.  During the year 1999
additional personnel were added to accommodate the increased workload,
2 in May 1999 and 3 additional in the Fall of 1999, bringing our
monthly costs by December to $25,500 per month, totaling $306,100 for
the year.

Telephone Expense has risen $6,800 in 2000, to $18,900 which relates
directly to the additional sales activities and increased sales
volumes.  In addition, travel costs have increased $9,200 in 2000 to
$20,100 reflecting additional sales activities and trade show
attendance.

                                14

Most of the remaining increase in expenses were attributed to Internet
Service Provider Costs, an increase of $4,100 for metalworld.com,
inc., $13,200 of increased cost for additional office help in the last
quarter of 2000, $4,200 of printing expenses for the creation of
RecycleNet brochures for corporate image purposes, $3,600 of expenses
to register domain names for our customers.

Generally with our increased business, overall expenses are rising to
support the higher level of activity.


NET PROFIT (LOSS)
                       2000        1999
                       ----        ----
Net Profit (Loss)    $73,123   $(1,129,679)

The Year ended December 31, 2000 recorded a Net Profit of $73,123, a
marked improvement over the $1,129,679 Loss recorded during the
previous year 1999.  Gross Profit from our Portal Service increased
$350,857 to $550,621 in 2000 while our expense levels only increased
$170,349 to $478,234, resulting in a net increase of $180,508 in net
profit contribution.

Since the year 2000 did not incur any expenses which were paid by
issuance of stock as in 1999, amounting to $1,020,849 for merger
expenses professional fees and impairment of marketing rights, as
detailed on the Consolidated Statement of Operations, the current year
has recorded a substantial improvement in our operating performance.

With our business activity level continuing to increase, management is
positioning our team to respond to these opportunities and to continue
to improve our business.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working Capital of RecycleNet at December 31, 2000 of $135,914 showed
a marked improvement over the $42,455 recorded at December 31, 1999.
Accounts Receivables less liabilities of $18,409 at December 31, 2000
compared to $18,712 negative recorded at December 31, 1999 account for
a$37,121 improvement in this position in the current year.  The cash
position of the Company has increased to $117,505 at December 31, 2000
compared to $61,167 at December, a $56,338 improvement.

This Net Cash increase was attributed to the following factors.  Net
Cash provided by operating activities of $41,236 increased our cash
position while capital expenditures of $7,679 reduced our cash
balance.


                                15

On July 14, 2000 the Company purchased all the common stock of
metalworld.com, inc. by issuing 27,322,607 shares of common stock of
the Company.  The sole asset of metalworld.com, inc. was $22,045 in
cash and this contributed the remaining balance of our $56,338
increase in cash this year.

The Company has experienced an operating profit of $73,123 for the
year ended December 31, 2000 and an operating loss of $1,129,679 for
the year ended December 31, 1999, and had positive cash flows from operating
activities of $41,236 during the year ended December 31, 2000 and
negative cash flow from operating activities of $94,513 during the
year ended December 31, 1999. At December 31, 2000, the Company had an
accumulated deficit of $1,109,917.

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.

While our business revenue continues to increase and costs of
attaining these increases remains relatively constant, profitability
of our operations should continue in the 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.

                                16

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 in 1999 and were 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 in 1999.



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

RecycleNet advanced a total of $22,500 to Andela Tool and Machinery to
assist in their short-term working capital requirements. Andela Tool
and Machinery is the supplier of the glass recycling equipment the
Company sells over the Internet and the entity from whom Andela
Products Ltd. was acquired. Sales of glass recycling equipment have
increased the business activity for Andela Tool and Machinery as well
as its working capital requirements. As a result, the Company assisted
in funding those requirements. Jim and Cindy Andela, who are also minor
shareholders of RecycleNet Corporation, own Andela Tool and Machinery.
Repayment of the loan is expected by December 31, 2001 and a $5,000
payment was received during the third quarter of 2000. The loan is
unsecured. The loan is non-interest bearing and  payment terms have not
been established. The Company does not anticipate loaning funds to other
persons in the future on terms similar to the  loan to Andela Tool and
Machinery. Management of the Company agreed to the terms based upon the
working relationship the Company sought with Andela Tool and Machinery.


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 twelve months ended December 31,
2000 were $1,505,251 compared to $370,079 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, 2000, deferred revenue amounted to $59,239 compared to
$43,328 as at December 31, 1999. 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 any operating facilities. The
Company maintains shared office space at 7 Darren Place, Guelph
Ontario Canada. Inter-Continental Recycling Inc. provides this space
at a nominal fee of $200 per month.


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)      87.34%
            Recycling, Inc. (Note 2 & 3)
            7 Darren Place
            Guelph, Ontario Canada

Class N     Paul Roszel (Note3)       3,526,312 shares (voting)      5.31%
            7 Darren Place
            Guelph, Ontario Canada

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

                                19

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

Common      Inter-Continental         22,950,000 shares (voting)    57.87%
            Recycling, Inc. (Note 2 & 3)
            (see above address)

Common      Paul Roszel (Notes 2 & 3)    882,368 shares (voting)     2.23%
            (see above address)

Common      Richard R. Ivanovick C.A.    612,000 shares (voting)     1.54%
            (see above address)

Common      Keith A. Deck (Note 4)        612,000 shares (voting)    1.54%
            (see above address)

Common      Garbalizer Corporation     3,246,562 shares (voting      8.18%
            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 December 31, 2000, there were 66,441,781 Class N shares
     outstanding. At the same date, there were 39,655,043 common  shares
     outstanding. The percentages in the above table are for the particular
     class.
(2)  Inter-Continental Recycling Inc. is owned and beneficially held by
     Mr. Paul Roszel, a director of the Company, and his immediate family.
(3)  Mr. Roszel owns 3,526,312 Class N shares in his own name of which
     he has voting power.  In addition, he may be deemed to be a
     beneficial owner of the 58,033,269 Class N shares held by Inter-
     continental Recycling, Inc.
(4)  Mr. Keith A. Deck replaced Mr. Mikael Prydz, who resigned as an officer
     and director in June 2000.
(5)  Garbalizer Corporation of America owns 3,069,897 common shares
     directly and Garb-Oil & Power Corporation (a company controlled by
     Garbalizer Corporation of America) owns 176,665 common shares
     equating to 3,246,562 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               43  Chairman of the Board,      Inception to
Present
                              President

Richard R. Ivanovick C.A. 59  Chief Financial Officer,     3/99 to
Present

Keith A. Deck             63  Director                     6/99 to
Present

Paul Roszel has been involved with the business engaged in by the
Company since 1988. From 1988 to 1995, Mr. Roszel published a
newsletter entitled "The Recycler's Exchange", which was a regional
industry newsletter circulating to an estimated 3200 recycling based
businesses throughout Ontario, Canada. In late 1994, Mr. Roszel began
developing the concept of a web site utilizing the World Wide Web on
the Internet to distribute the information regarding recyclable
material markets electronically. The web site was activated on-line in
early May 1995. Mr. Roszel has over 22 years of hands on experience in
the recycling industry. He has been actively involved in the development
and implementation of collection, processing, transportation and sales/
marketing programs for secondary commodities.

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

Keith A. Deck is a retired executive with experience in the Automotive
and  Electrical Manufacturing areas of business.  He is currently as
investment partner in Hanna Capital Ltd, which manufactures precision
tools for the automotive and aerospace industries.  From 1989 to 1999
Mr. Deck was the General Manager of the Rocktell and Autocom plant
Operations of Linamar Corporation in Guelph, Ontario Canada.  Limamar
Corporation is a publicly traded company on the Toronto Stock Exchange
in Canada.

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. After reviewing the issue, the  Company's Canadian counsel
were unable to opine as to the nature of the allegations and how they
would be defined in terms of American law. That is, under the Internal
Revenue Code of 1954, under certain circumstances, failure to file one
or more tax returns may result in criminal charges. The code law,
however, for the Canadian Customs and Revenue Agency does not specify
a category for the charges. Further, because Canada is a code law
system, there is no case law interpreting the issue. Mr. Roszel
believes that his incarceration was pursuant to the civil contempt
power of the courts. Further, he believes that it does not affect his
ability or integrity to act as an officer and director of the Company.

ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------
The following table shows compensation earned during fiscal 2000, 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             2000        $28,800
                                              1999        $27,000

Richard R. Ivanovick, CFO                     2000        $NIL
     (Note 1)                                 1999        $NIL

Keith A. Deck, Director (Note 1)              2000        $NIL
                                              1999        $NIL



NOTE 1: For the years ended December 31, 2000 and 1999, Richard R.
Ivanovick, CFO, did not receive any salary or benefits from the
Corporation nor did Keith A. Deck, director, receive any salary or
benefits from the Corporation during 2000. Subsequent to December 31,
2000, 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). As at
December 31, 2000 this transaction was not completed under the terms
included in the agreement.  The terms required that fiberglass.com (1)
achieve monthly minimum sales of $25,000 with average sales equaling
$50 per customer; (2) operate in a manner as to incur no monthly
losses; and (3) have no debt larger than its tangible cash assets.
The Company completed this  transaction early in January 2001. The
Company waived the foregoing conditions in order to close the
transaction. This acquisition will be deemed to be among related
parties. The Company will not obtain a fairness opinion or other
evaluation as to whether the number of shares to be issued is fair and
the Company is not now representing, nor will it represent, that the
transaction is as fair to the Company as could have been made with
unaffiliated parties. The acquisition will be  accounted for at
historical cost to Inter-continental due to it being between parties
under common control.

                                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. was at that
time 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. As of the date of thisForm 10-K, no
licenses had been sold.  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 27,322,607 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.

The Company has no current intent or plans to enter into additional
transactions with Mr. Roszel similar to the fiberglass.com and
metalworld.com transactions, although the Company may enter into other
transactions in the future with Mr. Roszel.

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 or is to have a
direct or indirect material


                                24

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 39,655,042 common shares were issued and outstanding at
December 30, 2000 and 66,441,781 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 distribution to
stockholders are distributable equally among the holders of the  hares
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.


                                25



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 December
31, 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, 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
3rd Quarter, 2000         $0.840         $0.110
4th Quarter, 2000         $0.840         $0.110


As of December 31, 2000, the number of holders of record of the
Company's common shares was 39,655,042

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 December 31, 2000, shareholders of the Company
have converted a total of 2,455,008 Class N and Class X shares and the
Company has issued 2,455,008 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 RecycleNet Corporation
(Ontario) prior to the reorganization discussed, were in full
compliance with the applicable securities laws and rules of the
province of Ontario, Canada.

During February and March 1999, the Company issued 213,570 Class N
(and Class X) shares for cash at $.51 per share to six persons. All of
the persons were fully familiar with the business of the Company and
personally knew and/or had previous business dealings with the Company
or its officers, and had access to any additional information they
desired with respect to the transactions. The shares were issued
pursuant to Section 4(2) of the Securities Act of 1933 and bear
appropriate restrictions as to sale or other transfer under that Act.

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  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.

                                27


In July 2000, the Company issued an aggregate of 27,322,607 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
met.

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

                                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, 2000.


INDEX TO EXHIBITS
-----------------
Exhibit  Description
-------  -----------
2        Stock Exchange Agreement as an exhibit to Form 10-SB are hereby
          incorporated by reference.
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.
3 (iii)  By-laws
10       Material Contracts
        (a)  Agreement between RecycleNet Corporation and Paul Roszel
             as an exhibit to Form 10-SB, Amendment No. 6 are hereby
             incorporated by reference.

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

        (c)  Agreement between RecycleNet Corporation and metalworld.com, inc.

<PAGE>

                           SIGNATURES

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

                          RECYCLENET CORPORATION

                                                          April 13, 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.

                                                          April 13, 2001
                           BY: /s/  Paul Roszel
                           -----------------------------------------------
                           Paul Roszel, Chairman of the Board of Directors

                                                          April 13, 2001

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


<PAGE>

                     RECYCLENET CORPORATION

                  INDEX TO FINANCIAL STATEMENTS

                                                                Page

 Report of Independent Certified Public Accountants             F-2

 Consolidated Balance Sheets - December 31, 2000 and 1999       F-3

 Consolidated Statements of Operations for the Years Ended
  December 31, 2000 and 1999                                    F-4

 Consolidated Statements of Stockholders' Equity for the Years
  Ended December 31, 1999 and 2000                              F-5

 Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2000 and 1999                                    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 sheet of RecycleNet Corporation and
subsidiaries as of December 31, 2000 and 1999 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, 2000 and 1999 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.

                                         /s/ Hansen, Barnett & Maxwell
                                         -----------------------------
                                         HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
March 29, 2001

                                F-2


                        RECYCLENET CORPORATION
                     CONSOLIDATED BALANCE  SHEETS


                                           December
                                           31, 2000
                                         Consolidated
                                           Pro Forma        December 31,
                                            Balance    ----------------------
                                             Sheet        2000       1999
                                           ----------  ----------  ----------
                                           (Unaudited)
                                ASSETS
Current Assets
 Cash                                      $  119,564  $  117,505  $   61,167
 Trade accounts receivable, net of
  $6,022, and $2,168 allowance for
  bad debt, respectively                       72,117      72,117      30,289
 Receivable from shareholders                 104,767           -           -
 Advances to related party                     17,500      17,500      15,000
                                           ----------  ----------  ----------
   Total Current Assets                       313,948     207,122     106,456
                                           ----------  ----------  ----------
Computer Equipment                             21,372      21,372      13,693
 Less accumulated depreciation                 (9,490)     (9,490)     (3,520)
                                           ----------  ----------  ----------
   Net Equipment                               11,882      11,882      10,173
                                           ----------  ----------  ----------
Total Assets                               $  325,830  $  219,004  $  116,629
                                           ==========  ==========  ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Trade accounts payable                    $    1,569  $    1,569  $   18,023
 Accrued liabilities                           10,400      10,400       2,650
 Deferred revenue                              59,239      59,239      43,328
                                           ----------  ----------  ----------
   Total Current Liabilities                   71,208      71,208      64,001
                                           ----------  ----------  ----------
Stockholders' Equity
 Class N convertible shares (and Class X
  shares of Amalco) - $0.01 par value;
  70,896,789 shares authorized; 66,441,781
  shares pro forma, 66,441,781 shares,
  and 68,130,269 shares issued and
  outstanding, respectively                   664,418     664,418     681,303
 Common shares - $0.01 par value;
  79,103,211 shares authorized; 72,155,691
  shares pro forma, 39,655,042 shares
  and 10,643,947 shares issued and
  outstanding, respectively                   721,556     396,550     106,439
 Additional paid-in capital (deficit)         (21,435)    196,745     447,926
 Accumulated deficit                       (1,109,917) (1,109,917) (1,183,040)
                                           ----------  ----------  ----------
   Total Stockholders' Equity                 254,622     147,796      52,628
                                           ----------  ----------  ----------
Total Liabilities and Stockholders' Equity $  325,830  $  219,004  $  116,629
                                           ==========  ==========  ==========

     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,
                                           ------------------------
                                              2000        1999
                                           -----------  -----------
Sales                                      $ 2,066,107  $   579,617
Cost of Sales                                1,515,486      379,853
                                           -----------  -----------
Gross Profit                                   550,621      199,764
                                           -----------  -----------
Operating Expenses
 General and administrative expenses           478,234      307,885
 Exchange loss (gain)                             (736)         709
 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                       477,498    1,329,443
                                           -----------  -----------
Net Income (Loss)                          $    73,123  $(1,129,679)
                                           ===========  ===========
Basic Income (Loss) Per Common Share       $      0.00  $     (0.16)
                                           ===========  ===========
Diluted Income (Loss) Per Common Share     $      0.00  $     (0.16)
                                           ===========  ===========

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

                                F-4

                          RECYCLENET CORPORATION
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                         Class N Common Shares
                                          (and Class X Shares
                                               of Amalco)              Common Shares       Additional                  Total
                                       ------------------------  ------------------------   Paid-in   Accumulated Stockholders'
                                         Shares        Amount       Shares       Amount     Capital      Deficit      Equity
                                       ------------  ----------  ------------  ----------  ----------  -----------  ----------
<S>                                   <C>           <C>         <C>           <C>         <C>         <C>          <C>
Balance - December 31, 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       2,136             -           -     107,339            -     109,475
Issuance for services, March 1999,
 $0.51 per share                            833,717       8,337             -           -     415,580            -     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

Conversion of 1,688,488 Class N
 (and Class X) common shares to
 common shares, April through
  November 2000                          (1,688,488)    (16,885)    1,688,488      16,885           -            -           -
Issuance to acquire metalworld.com,
  Inc., July 14, 2000; $0.00 per share            -           -    27,322,607     273,226    (251,181)           -       22,045
Net income for the year                           -           -             -           -           -       73,123       73,123
                                       ------------  ----------  ------------  ----------  ----------  -----------  -----------
Balance - December 31, 2000              66,441,781  $  664,418    39,655,042  $  396,550  $  196,745  $(1,109,917) $   147,796
</TABLE>
The accompanying statements are an integral part of these consolidated
                     financial statements.

                                F-5

                     RECYCLENET CORPORATION
             CONSOLIDATED STATEMENTS  OF CASH FLOWS


                                                 For the Years Ended
                                                     December 31,
                                                 ----------------------
                                                    2000       1999
                                                 -----------  -----------
Cash Flows From Operating Activities
 Net income (loss)                               $   73,123   $(1,129,679)
 Adjustments to reconcile net income
  (loss) to net cash used by operating
  activities:
   Depreciation                                       5,970         2,758
   Impairment of marketing rights                         -       196,932
   Common stock issued for services                       -       823,919
   Contribution of services                               -         1,617
   Exchange (gain) loss                                (736)          709
 Changes in assets and liabilities:
   Accounts receivable                              (41,828)       (3,784)
   Advances to related party                         (2,500)      (15,000)
   Accounts payable and accrued liabilities          (8,704)       16,212
   Deferred revenue                                  15,911        11,803
                                                 ----------  ------------
Net Cash Provided by (Used in)
 Operating Activities                                41,236       (94,513)
                                                 ----------  ------------
Cash Flows From Investing Activities
 Purchase of equipment                               (7,679)       (8,342)
 Cash from acquisition of metalworld.com, Inc.       22,045             -
                                                 -----------  -----------
Net Cash Provided by (Used in)
 Investing Activities                                 14,366       (8,342)
                                                 -----------  -----------
Cash Flows From Financing Activities
 Proceeds from issuance of common shares                   -      109,474
                                                 -----------  -----------
Net Cash Provided by Financing Activities                  -      109,474
                                                 -----------  -----------
Effect of Exchange Rate Changes on Cash                  736         (709)
                                                 -----------  -----------
Increase in Cash                                      56,338        5,910

Cash at Beginning of Year                             61,167       55,257
                                                 -----------  -----------
Cash at End of Year                              $   117,505  $    61,167
                                                 ===========  ===========

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.

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

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

                                F-6


                     RECYCLENET CORPORATION
         NOTEST TO CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 2000 AND 1999

     NOTE 1-ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation -The accompanying financial statements present the
consolidated financial position of RecycleNet Corporation and subsidiaries
and the results of their operations and their cash flows in accordance with
accounting principles generally accepted in the United States.

Mr. Paul Roszel and others operated an unincorporated business from 1995
through 1997. 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.

On March 19, 1999, Garbalizer changed its name to RecycleNet Corporation.

Unaudited Consolidated Pro Forma Balance Sheet - On January 2, 2001,
RecycleNet Corporation ("RecycleNet") issued 32,500,649 shares of common
stock in exchange for all of the issued and outstanding common stock of
fiberglass.com, inc. Prior to the exchange, fiberglass.com, inc. was owned
primarily by the holders of Class N shares of RecycleNet. Since the exchange
was between entities under common control, the purchase of fiberglass.com,
inc. has been accounted for at historical cost in a manner similar to
pooling of interests.

The accompanying pro forma balance sheet of RecycleNet has been prepared to
reflect the transfer of fiberglass.com to RecycleNet as if it had occurred
on December 31, 2000.

                                F-7

Consolidation - The accompanying consolidated financial statements include
the accounts of RecycleNet Corporation (the Utah corporation) from the date
of its acquisition, the accounts of RecycleNet (the Ontario corporation
renamed Amalco), the accounts of Andela Products Limited from the date of its
acquisition, and the accounts of metalworld.com, Inc. 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
licensed technologies. The Company designs web systems and flexible data
bases which allow for the addition, modification, or replacement of web site
content. The Company provides Internet hosting facilities and redundant high
speed Internet connectivity. The Company has developed its own content and
web site management tools to facilitate the maintenance and updating of its
web sites.

The Company's primary operations are conducted from Ontario. However, the U.S.
dollar is the functional currency for the Company's consolidated operations
because most of the Company transactions are in U.S. dollars. Gains and
losses from currency translations are included in the results of operations.

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

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

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

The following data shows the amounts used in computing basic and diluted
income (loss) per share for the years ended December 31, 2000 and 1999 and
the effect on the weighted-average number of shares of dilutive potential
common stock:

                                F-8

                                                        For the Years Ended
                                                            December 31,
                                                      ------------------------
                                                          2000         1999
                                                      -----------  -----------
  Net income (loss)                                   $    73,123  $(1,129,679)
                                                      ===========  ===========
  Weighted-average number of common shares used in
   basic income (loss) per common share calculation    24,094,445    7,209,686
  Incremental potentially issuable common shares
   from assumed conversion of Class N common shares    67,370,600            -
                                                      -----------  -----------
  Weighted-average number of common shares and
   dilutive potential common shares used in diluted
   income (loss) per share calculation                 91,465,045    7,209,686
                                                      ===========  ===========

Advances to Related Party - During the years ended December 31, 2000 and 1999,
the Company loaned $7,500 and  $15,000, respectively, to Andela Tool & Machine,
from which the Company purchased Andela Products Ltd. Prior to acquisition of
Andela Products Ltd., Andela Tool and Machine was an unrelated third-party.
The owners of Andela Tool & Machine became minor shareholders as a result of
the Company's acquisition of Andela Products Ltd. During the year ended
December 31, 2000, payments of $5,000 were received, leaving a balance of
$17,500 at 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. Cost of sales relating to software development
costs for the years ended December 31, 2000 and 1999 were $10,235 and $9,774,
respectively.

Computer software costs incurred for internal use are expensed as incurred
during the preliminary evaluation stage, are capitalized during the
acquisition and 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, 2000 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 $5,970 and $2,758 for the years ended December
31, 2000 and 1999, respectively.

Revenue Recognition - Revenue from services are recognized as the services are
performed. Web site advertising services are charged on a monthly basis
without guarantee of the number of customers viewing the web site. Revenues
from the Internet Portal Services business are derived from individual custom
packages that include any combination of the following services: subscription
fees, HTML linking services, advertising, and web page construction. Each
package is unique and distinctions between services are not made for accounting
purposes. The portal service revenues are derived from a combination of fees,
which are negotiated individually with each customer. The customer buys a
combination of services specific to his needs, upon which the fees are based.
The Company charges a per-client, per-month repetitive service

                                F-9

fee, regardless of the services provided. With respect to the Internet portal
sites that facilitate e-commerce trading, the Company only charges a monthly
fee for services that are provided to customers. The Company does not charge
sellers or buyers a percentage of the value of their transactions nor does the
Company charge a back-end fee. Customer payments received in advance of
providing services are recorded as deferred revenue and are then recognized
proportionately as services are performed.

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

Advertising Costs - Advertising costs are charged to expense in the period
incurred. Advertising expense for the years ended December 31, 2000 and 1999
were $6,083 and $7,841, respectively.

NOTE 2-ACQUISITIONS

The Company acquired Andela Products Corporation 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 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 acquisition. 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 acquisition by the Company.

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

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

                                F-10

The following unaudited pro forma financial statement data presents the
results of operations of the Company as if the acquisitions of metalworld and
fiberglass.com, inc. had occurred on September 29, 1999 and August 26, 1999,
the dates of inception of  metalworld and fiberglass.com, inc., respectively.
The unaudited pro forma results have been prepared for illustrative purposes
only and do not purport to represent what the Company's results of operations
actually would have been had the acquisitions been made when assumed, nor is
it indicative of actual or future operating results that may occur.

                                                  For the Years Ended
                                                      December 31,
                                                 ----------------------
                                                    2000       1999
                                                 ----------  ----------
                                                      (Unaudited)
 Sales                                           $2,070,219  $  579,617
 Net income (loss)                                   46,534  (1,136,488)
 Basic income (loss) per common share                  0.00       (0.04)
 Diluted income (loss) per common share                0.00       (0.04)

NOTE 3-INCOME TAXES

Deferred tax assets are comprised of the following at December
31, 2000 and 1999:

                                                    2000       1999
                                                 ----------  ----------
 Operating loss carry forwards                   $   84,604  $  101,467
 Less: Valuation allowance                          (84,604)   (101,467)
                                                 ----------  ----------
 Net Deferred Tax Asset                          $        -  $        -
                                                 ==========  ==========

Income tax expense for the years ended December 31, 2000 and 1999 was
comprised of the following:

                                                    2000        1999
                                                 ----------  ----------
 Current Canadian tax before benefit from
  operating loss carry forwards                  $   16,378  $        -
 Benefit from Canadian operating loss carry f
  forwards realized                                 (16,378)          -
                                                 ----------  ----------
 Net Income Tax Expense                          $        -  $        -
                                                 ==========  ==========

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

                                                    2000        1999
                                                 ----------  ----------
 Tax expense (benefit) at statutory rate (34%)   $  24,862   $ (384,091)
 Non-deductible stock-based expenses                     -      307,327
 State and provincial benefit net of federal tax       (44)     (33,960)
 Change in deferred tax asset valuation allowance  (16,863)      98,854
 Effect of lower tax rates                          (7,955)      11,870
                                                 ---------  -----------
 Net Income Tax Expense                          $       -  $         -
                                                 =========  ===========

As of December 31, 2000, the Company had Canadian operating loss carry forwards
of $34,498 which expire between 2005 and 2012. In addition, the Company has
U.S. operating loss carry forwards of approximately $206,472 that expire from
2001 through 2019. The use of U.S. operating loss carry forwards are limited
and may not be available to offset future income. If tax benefits from the
U.S. operating loss carry forwards acquired in the acquisition of

                                F-11

Garbalizer are realized in the future, they will be recognized as a reduction
of income tax expense.

NOTE 4-STOCKHOLDERS' EQUITY

On March 19, 1999, the articles of incorporation were amended to change the
authorized capital of the Company 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 the years ended December 31, 2000 and 1999,  1,688,488 and 766,520
Class N common shares (and Class X shares of Amalco) were converted into
1,688,488 and 766,520 common shares, respectively.

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 $423,919, 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.

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 5-RELATED PARTY TRANSACTIONS

The Company has an agreement with Inter-Continental Recycling, Inc. to provide
various services for the Company. Inter-Continental Recycling, Inc. is owned
100% by the immediate family of the president of the Company. The Company is
billed $860 per month for direct costs for web hosting fees and utilization
of bandwidth. The Company is also billed monthly for services supplied for
management and sales activities, which vary monthly based on the activity
level.

The Company has office space in a facility owned by the president of the
Company. This office space was provided to the Company at no charge during
1999. Management has estimated the benefit provided to the Company by
occupying this office space at $200 per month. During 2000, the president
charged the Company $135 per month for use of the office space. The balance
due was included in accounts payable at December 31, 2000. The financial

                                F-12

statements reflect the related expense for the use of the office space. For
the years ended December 31, 2000 and 1999, rent expense was $1,617 and
$1,574, respectively.

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 of the licenses occurred during 2000 or 1999.

NOTE 6-SEGMENT INFORMATION

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

                                           Portal    Equipment
                                          Services     Sales       Total
                                         ----------  ----------  -----------
For the Year Ended December 31, 2000
   Sales                                 $  560,856  $1,505,251  $ 2,066,107
   Net income (loss)                         73,793        (670)      73,123
   Assets                                   219,004           -      219,004
For the Year Ended December 31, 1999
   Sales                                 $  202,538  $  370,079  $   579,617
                                                                 ===========
   Segment profit (loss)                   (108,296)       (534) $  (108,830)
   Corporate expenses                                             (1,020,849)
                                                                 -----------
   Net loss                                                       (1,129,679)
   Assets                                   116,629           -      116,629

During the quarter ended June 30, 2000, the Company internally changed the
basis of segmentation from operating in only one segment to the two segments
presented above. Segment information for 1999 has been restated to conform to
the 2000 presentation.

NOTE 7-SUBSEQUENT EVENTS

As discussed in Note 2 above, on January 2, 2001, the Company acquired
fiberglass.com, inc. in exchange for the issuance of 32,500,650 shares of
common stock.

On January 31, 2001, shareholders converted 150,000 Class N common shares
(and Class X shares of Amalco) into 150,000 common shares.

                                F-13