SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                               FORM 10-KSB/A
                              AMENDMENT NO. 4


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

                 For the fiscal year ended December 31, 1999


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

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


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

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

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

Check  whether the issuer (1) has filed all reports required
to   be  filed  by  Section  13 or 15(d) of  the  Securities
Exchange  Act  of  1934 during the preceding 12  months  (or
for such shorter period that the registrant was required  to
file  such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                      Yes      [X]               No  [ ]

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

State issuer's revenues for its most recent fiscal year:
$579,617

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

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

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

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

<PAGE>

                      RECYCLENET CORPORATION
                             INDEX

                        Table of Contents
                             Part I

Item 1.   Description of Business.................................. 4
Item 2.   Description of Property..................................20
Item 3.   Legal Proceedings........................................ 2
Item 4.   Submission of Matters to a Vote of Security Holders......13

                            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.....................13
Item 7.   Financial Statements.....................................F-1
Item 8.   Changes In and Disagreements with Accountants on
           Accounting and Financial Disclosure.....................24

                             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..............................................20
Item 12.  Certain Relationships and Related Transactions...........23
Item 13.  Exhibits and Reports on Form 8-K.........................26

<PAGE>

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


ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------
INTRODUCTION
------------
RecycleNet  Corporation ("the Company") is a Utah  corporation
originally incorporated on December 29, 1961. The Company  was
formerly  named Garbalizer Machinery Corporation. Neither  the
Company  as  presently constituted nor any of its predecessors
has   filed  for  any  bankruptcy,  receivership,  or  similar
proceedings.

On February 25, 1999, RecycleNet Corporation (Ontario) entered
into  a  reorganization  agreement with  Garbalizer  Machinery
Corporation  of  Utah,  a company whose  shares  are  publicly
traded on the over the counter securities market utilizing the
symbol "GARM".

On  March  19,  1999, the reorganization was consummated  with
Garbalizer  Machinery Corporation surviving and  changing  its
name to RecycleNet Corporation (Utah) and acquiring all of the
common  shares of RecycleNet Corporation (Ontario) for  shares
of  the  Utah  Company.   As a result of that  reorganization,
shareholders  of RecycleNet (Ontario) exchanged  their  common
shares  in that company for Class N voting, non-equity  shares
of  RecycleNet  Corporation (Utah)  and  Class  X  non-voting,
equity shares of RecycleNet Corporation (Ontario). The Class N
shares  and Class X shares are exchangeable into common shares
of  RecycleNet Corporation (Utah)(on the basis of one Class  N
share and one Class X share for one common share of RecycleNet
Corporation  (Utah)).  The Company has authorized  150,000,000
common  shares,  par  value $.01, of which  39,505,043  common
shares  were issued and outstanding at September 30, 2000  and
66,591,781 Class N voting, non-equity shares were outstanding.
The  Company  has  retained the market symbol  "GARM"  as  its
market symbol and as an acronym for the slogan, "Global Access
to   Recycling   Markets".  Prior  to  the  March   19,   1999
reorganization,  the  assets less  liabilities  of  Garbalizer

                        1

Machinery   Corporation  were  sold  to   Garb-Oil   &   Power
Corporation  (Utah).  The  Company  is  currently  engaged  in
providing  Internet  web services and E-Commerce  services  to
both   the   business-to-business   and   business-to-consumer
communities.

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

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

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

                                2

telecommunications technologies or other technological changes
could  require  substantial expenditures  by  the  Company  to
modify or adapt its services or infrastructure. Currently, the
Company  does  not  have any customers that  are  individually
material  to its business. The loss of any particular customer
would not have a material adverse impact on the Company.

INDUSTRY  BACKGROUND  - GROWTH OF THE  INTERNET  AND  ON  LINE
COMMERCE
--------------------------------------------------------------
The  Internet has emerged as a global medium enabling millions
of  people  world wide to share information, communicate,  and
conduct business electronically. Since its emergence as a mass
communications medium, the Internet has features and functions
that  are  unavailable in traditional media. As a result,  the
Internet has quickly emerged as a success-critical medium. The
growing adoption of the Web represents an enormous opportunity
for   businesses  to  conduct  commerce  over  the   Internet.
Companies  focused on facilitating and conducting transactions
between  businesses  over  the  Internet  typically  use   the
Internet  to  offer products and services that can  be  easily
described  with  graphics  and text  and  do  not  necessarily
require  physical presence for purchase or trade. The Internet
gives these companies the opportunity to develop relationships
with  customers  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

                                3

Each  of  the  industry  specific web  sites  functions  as  a
business-to-business  trading  resource  and  a   business-to-
consumer  marketplace.  Currently,  the  Company  derives  its
revenues  only  from  its  Internet Portal  Services  business
segment. In this segment, all of the web sites discussed above
are  fully  functional, operational, and generating  web  site
activity.  The Company is constantly increasing the number  of
its  web sites which management believes will increase  viewer
use  and traffic, as well as revenues to the Company. The  two
other   business   segments,  Application  Services   Provider
services  (formerly known as "proprietary exchange  software")
and   E-commerce  Services  are  still  in  development.   See
"Business  Segment 2" and "Business Segment 3",  respectively,
below.   Within  the  Internet  Portal  Services  segment  are
revenues  from businesses and persons advertising on  the  web
pages,  from  construction of web pages  by  the  Company  for
others, HTML Link fees, and subscription fees from persons and
businesses  listed  in  the directories described  below.  The
portal  service  revenues are derived from  a  combination  of
fees,  which  are negotiated individually with each  customer.
The  customer buys a combination of services specific  to  his
needs, upon which the fees are based. The fees are recorded in
total  dollar amounts as the Company has no reasonable  method
available to subdivide the revenues on its books.

Regarding  the Application Service Provider business  segment,
the  Company  intends to bundle the services provided  in  the
portal  business and license the ability to operate a  similar
portal  in any market niche online using the Rhodium WebWeaver
TurnKey  E-Commerce software, of which the Company  holds  the
Distribution   Rights.  The  Company  intends  that   licensed
customers  will be able to utilize the software  on-line.   It
will  not  be  downloaded and will not be sold in "hard"  copy
over the counter in retail outlets. Also, the Company believes
that  fees to be generated from activities associated with  E-
Commerce  Services may provide significant future  revenue  to
the  Company.  In this business segment, the Company would act
as  a  commodity clearinghouse, capturing a percentage of  the
value of the goods traded. The Company intends to raise equity
capital to fund the expansion of the Company's business in  E-
Commerce  services. To date, the Company has  not  raised  any
such  capital.  In the event the Company is  unable  to  raise
additional funding, development of further operations in  this
business segment will be curtailed.

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

BUSINESS SEGMENT 1 - INTERNET PORTAL SERVICES
---------------------------------------------
Each  of  RecycleNet's Internet web sites  (as  listed  above)
functions  as a "front door" or portal to information  on  its
own  niche industry and trading of commodities or other  goods
and   items.  Each  portal  provides  the  following  on  line
services:

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

                                4

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

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

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

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

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

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

Home  Pages,  Web  Site Hosting and Internet Service  Provider
Services:
--------------------------------------------------------------
The  Company  provides  development,  consulting  and  hosting
services  for  the  general industry and public  to  view  and
interact with each other. A corporate home page on a web  site
functions  to  promote  a  Company's  products  and  services.
Elements  included  on  a  home page  or  web  site  may  also
facilitate e-commerce for that particular Company. The Company
also provides custom Internet dial-up access services.

                                5

Targeted Graphic Advertising:
-----------------------------
Targeted  graphic  advertising opportunities exist  throughout
the  more  than 7,000 web pages within the Company's  Internet
portals. We attract small to mid-sized advertisers due to  the
cost   effective  advertising  model  that  reaches  a  highly
targeted user base.

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

                                6

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  separates
from  other commercial operating systems. This system provides
e-mail  functions  and website design and  allows  clients  to
enhance  their  presence  on  the  Internet,  generate  and/or
receive high quality sales leads and related information,  and
respond  more  effectively and efficiently to qualified  sales
leads.

On December 16, 1999, the Company signed an agreement securing
the  distribution rights for the Rhodium WebWeaver TurnKey  E-
Commerce  system. Mr. Roszel assigned these rights  personally
to  the  Company in exchange for royalties on the issuance  of
related  licenses.  There was not any compensation granted  to
Mr.  Roszel for this transaction to occur, nor were there  any
transaction  fees  involved. The terms of agreement  have  all
been  fulfilled. This agreement does grant Mr. Roszel a $1,000
royalty  payment for each Rhodium WebWeaver License RecycleNet
is  able  to  secure.  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.

                                7

Further, the Company is in an initial stage of development  of
this  potential  service and has not developed  a  time  frame
regarding    research    and    development    and    eventual
commercialization of the service.

The Company believes a strategic opportunity exists related to
the  distribution  of hardware and software supporting  e-cash
transactions.   E-cash   is   a   system   of   electronically
transferring cash values using Smart Card technology. A  Smart
Card  resembles a standard plastic credit card (including  the
magnetic  strip  on the reverse side) and has  a  small  gold-
embossed  silicon chip embedded on the card in which  data  is
stored  including  cash  balances owned  by  the  holder.  The
evolution  of  e-cash  is a new and dynamic  dimension  to  e-
commerce,  over and above the existing credit card transaction
technology.  The  Company believes that the e-cash  system  is
uniquely  compatible to the trading of goods, commodities  and
services.   At  this  time,  the  Company  has  not  commenced
development  of  incorporation of this  opportunity  into  the
Company's business.

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

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

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

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

                                8


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

REPORTS TO SECURITY HOLDERS
---------------------------
The  Company  intends to prepare and deliver to  its  security
holders an annual report each year, which will include audited
financial statements.
NEW AND EXISTING REGULATIONS OF THE INTERNET
--------------------------------------------
The  Company is subject to the same federal, state  and  local
laws  as  other companies conducting business on the Internet.
Currently, there are relatively few laws specifically directed
towards on-line services. Due to the increasing popularity and
use  of  the  Internet and on-line services,  however,  it  is
possible  that  laws  and regulations  will  be  adopted  with
respect  to the Internet or on-line services. These  laws  and
regulations could cover issues such as on-line contracts, user
privacy,  freedom of expression, pricing, fraud,  content  and
quality  of  products  and  services,  taxation,  advertising,
intellectual   property   rights  and  information   security.
Applicability to the Internet of existing laws governing these
issues  is  uncertain. The application of current  and  future
laws  to  persons  doing business on the  Internet  would  not
likely  have  a  harmful  effect or result  in  a  competitive
disadvantage  to  the Company inasmuch as all  entities  doing
business  on the Internet would likely be subject to the  same
regulations and laws.

EMPLOYEES
---------
The  Company  has no employees. All management and  staff  are
retained on an unwritten contract basis under a related  party
transaction with Inter-Continental Recycling Inc.  Because  of
the affiliation between Inter-Continental and the Company, the
agreement  between  them  has no definite  duration  and  will
continue  as  necessary for the conduct  of  business  by  the
Company.  Inter-Continental will assign and provide  employees
to  the  Company as long as the Company requires them and  can
pay  the  associated costs. Inter-Continental provides,  on  a
monthly  invoice  basis, services to and for  the  Company  by
employees of Inter-Continental. There is no mark-up  or  other
charge incurred by the Company from Inter-Continental and  the
Company  pays  the same amount for services  from  the  Inter-
Continental  employees as does Inter-Continental. The  average
monthly   invoice  from  Inter-Continental  to   the   Company
approximates  $28,500, and pays for services for 11  employees
of  Inter-Continental utilized by the Company. The Company  is
invoiced  for the salaries as well as employee benefits,  such
as   deductions  for  Canada  Pension  Plans  and   Employment
Insurance,  which  is  a deduction mandated  by  the  Canadian
Government.    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

                                9

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. This space is provided at no charge  to
the  Company by Inter-Continental Recycling, Inc.   Management
has estimated the benefit provided to the Company by occupying
this office space at $200 per month, which is recognized as an
expense  to the Company. The Company believes that the current
facilities  will be adequate for the foreseeable  future.  All
research  and  development activities are performed  in  these
facilities.   The  Company believes that  the  nature  of  its
business  coupled  with  computer networking  technology  will
allow and support future employees of the Company working from
remote  locations outside of the Company's current (or future)
facilities.  Inter-Continental Recycling, Inc., is  a  holding
company,  which  owns  and holds 12  Internet  ventures.   The
ventures  cover  all  aspects  of commodity  businesses,  both
virgin and recycled.  The Company is one of the 12 ventures in
which  Inter-Continental  holds an interest.   Currently,  the
interest  of Inter-Continental is represented by ownership  of
over 80% of the Company's outstanding Class N shares.

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.

                                10


ITEM 4. SUBSISSION OF MATTERS TO SECURITY HOLDERS
-------------------------------------------------
No  matters were submitted to a vote of the Company's security
holders  during  the  fourth  quarter  of  fiscal  year  ended
December 31, 1999.


ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
The  following  discussion  of  the  financial  condition  and
results  of  operations  of  the Company  should  be  read  in
conjunction  with the financial statements and  notes  related
thereto, included elsewhere in this report.

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

RESULTS OF OPERATIONS
---------------------
RecycleNet  Corporation (an Ontario Private  Corporation)  was
incorporated  on December 22, 1997 and purchased  the  ongoing
business  proprietorship  of  Mr.  Paul  Roszel.  The  Company
operated  its business activities and continued to expand  its
operations   throughout  the  following   period.   RecycleNet
Corporation  (Ontario),  since  its  inception,  has  provided
Internet  services and has received all of its  sales  revenue
from these activities.

On  March 19, 1999, RecycleNet Corporation (Ontario) completed
a  reverse  share  acquisition with the  Garbalizer  Machinery
Corporation, a Utah corporation. None of the previous business
activities of Garbalizer Machinery Corporation were  continued
on  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.

                                11

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

Throughout the reporting periods shown hereafter, common stock
was  issued for various items (i.e. business & start-up costs,
merger  costs,  professional  fees  and  marketing  expenses).
United   States   generally  accepted  accounting   principles
requires  that  we  value these shares at  reasonable  current
values  when issued. The consolidated statements of operations
reflect these expenses paid with stock as well as services and
office  facilities contributed by principal  stockholders.  To
assist  the  readers  of these financial statements,  we  have
reported  normal  operational  sales  and  expenses  and  also
itemized  expenses paid with stock and services and facilities
contributed by principal stockholders. The expenses  resulting
from  the  issuance of common stock and from  the  contributed
services  and  facilities  did not reduce  our  cash  balances
throughout the reporting periods.

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

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

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

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

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

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

                                12

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

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

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

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

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

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

During  March 1999, the Company issued 833,717 Class N  shares
for  managerial, legal, accounting and operating services. The
shares were recorded at their fair value of $423,917 or  $0.51
per  share  based upon the price shares were issued  for  cash

                                13

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  profession fees and the merger and acquisitions  expenses
paid  with  common  stock were one-time  costs  and  will  not
continue and will not be incurred in 2000. These expenses were
not  paid  out  in cash and did not reduce our bank  and  cash
balances nor did it affect our liquidity position.

Net Loss                          1999           1998
                             -----------       --------
Net Loss                     $(1,129,679)      $(11,082)
Basic and Diluted Loss Per
  Common Share               $     (0.16)          n/a

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

                                14

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

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

The Company has experienced operating losses of $1,129,679 and
$11,082  during  the years ended December 31, 1999  and  1998,
respectively,  and  had  negative cash  flows  from  operating
activities  of  $94,513  and $11,082 during  the  years  ended
December  31,  1999 and 1998, respectively.  At  December  31,
1999,  the  Company had an accumulated deficit of  $1,183,040.
These  conditions raise substantial doubt about the  Company's
ability  to  continue  as  a going concern.  The  accompanying
financial  statements do not include any adjustments  relative
to the recoverability and classification of the asset carrying
amounts  or the amount and classification of liabilities  that
might result from the outcome of this uncertainty. Management'
plans consist primarily of becoming profitable. However, there
is no assurance of obtaining profitable operations.

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

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

RecycleNet  advanced  $15,000 to  Andela  Tool  and  Machinery
during  1999  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  became
minor  shareholders of RecycleNet Corporation, as a result  of
RecycleNet's acquisition of Andela Products, Ltd., own  Andela
Tool  and Machinery. RecycleNet advanced an additional  $7,500
to  Andela  Tool  and Machinery and received a $5,000  payment
during  2000 leaving an unpaid balance of $17,500 at  December

                                15

31,  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  nine  months  ended
September  20, 2000 were $1,287,000 compared to  $165,000  for
the  similar  period of 1999.  The Company's  sales  personnel
continue  to promote glass recycling equipment sales over  the
Internet,  however,  these products are  custom  products  and
revenues  may not be sustained in the future and may  decline.
Also, these sales generated no gross profit to the Company.

Andela  is  involved  in  strategic  marketing  programs   for
recyclable  commodities and has developed  a  unique  Internet
based  service.   In addition, the Company has  developed  the
"Andela  Scrap Glass Composite Index" as an integral  part  of
the  RecycleNet  Composite  Index.   The  Andela  Scrap  Glass
Composite  Index  is a system that reports market  prices  for
grades  of  recycled glass. RecycleNet anticipates the  Andela
Scrap  Glass Composite Index is expected to have an  important
role  as  the Company develops its e-Commerce business segment
in the future.

Deferred Revenue

Deferred revenue results from RecycleNet customers who pay for
portal  services in advance, such as quarterly, half year,  or
annually.  RecycleNet records the initial payment in  deferred
revenue  and  then  recognizes in each month  that  proportion
which  is  provided  in services.  As at  December  31,  1999,

                                16

deferred revenue amounted to $43,300 compared to $31,500 as at
December  31,  1998.  The  increase  in  deferred  revenue  is
directly related to the increased sales revenue we are billing
each month.

YEAR 2000 COMPLIANCE
--------------------

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

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

The   Company  inventively  applies  technology   to   deliver
personalized  service programs to ensure customer satisfaction
and loyalty.

The  Company's goal is to attract industry decision-makers  to
its  web sites on a regular and consistent basis by developing
and  providing customer and free services. Marketing  strategy
consists  of traditional print media advertising,  direct  and
indirect  outbound  email advertising,  Internet  advertising,
trade  show participation, trade association partnerships  and
strategic alliances with other media and related companies and
organizations.

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

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.

                                17

The   Company's  future  plans  include  a  program  of  joint
ventures,  strategic alliances, and mergers and  acquisitions,
which  management believes will enable the Company to  acquire
and maintain a dominant position as a business-to-business and
business-to-consumer trading resource.


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


ITEM  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS  AND
MANAGEMENT
--------------------------------------------------------------
The  following tables sets forth, as of the date  herein,  the
share ownership of each person known by the Company to be  the
beneficial  owner of 5% or more of the Company's shares,  each
officer  and  director  individually  and  all  directors  and
officers of the Company as a group.


     Title       Name & Address          Amount, Nature & Percentage
   of Class   of Beneficial Owner          of Beneficial Ownership
(Note 1)         (Note 1)                (on a fully converted basis)
----------  -------------------    -----------------------------  --------
Class N     Inter-Continental        58,033,269 shares (voting)     87.05%
            Recycling, Inc. (Note 2 & 3)
            7 Darren Place
            Guelph, Ontario Canada

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

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


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

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

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

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

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

                                18


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

_________________
(1)  Class N shares are convertible into common shares on a one for one
     basis. As of July 31, 2000, there were 66,667,781 Class N shares
     outstanding. At the same date, there were 38,066,555 common shares
     outstanding. The percentages in the above table are for the
     particular  class.
(2)  Inter-Continental Recycling Inc. is owned and beneficially held by
     Mr. Paul Roszel, a director of the Company, and his immediate
     family.
(3)  Mr. Roszel owns 3,526,312 Class N shares in his own name of which
     (3)    he has voting power.  In addition, he may be deemed to be a
     (4)    beneficial owner of the 58,033,269 Class N shares held by
             Inter-continental Recycling, Inc.
(4)  Mr. Mikael Prydz holds these shares both personally and through
     Investors Retirement Holdings, Inc., a company that he controls.

(5)  Garbalizer Corporation of America owns 3,569,897 common shares
     directly and Garb-Oil & Power Corporation (a company controlled by
     Garbalizer Corporation of America) owns 920,000 common shares
     equating to 4,489,897 common shares beneficially owned. Garbalizer
     Corporation of America is beneficially owned by Mr. John Brewer,
     Salt Lake City, Utah.


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
------------------------------------------------------------
The directors and officers of the Company are as follows:

         Name          Age        Position                Term
of Office
--------------------  ---  ------------------------    -------------------
Paul Roszel           42   Chairman of the Board,      Inception to Present
                            President

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

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

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

                                19

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

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

The   Company's  form  10-SB  registration  statement   became
effective  on  February 2, 2000. At that date,  the  foregoing
persons  were  required  to have filed Initial  Statements  of
Beneficial  Ownership of Securities on Form 3. None  of  these
persons owns, directly or indirectly, any common shares of the
Company.  Each  of them, however, owns class N shares  of  the
Company, which are convertible into common shares on a one-to-
one   basis.   Due  to  a  misunderstanding  of   the   filing
requirements,  these  persons were  late  in  reporting  their
ownership  of the Class N shares. The Forms 3 have been  filed
with the Securities and Exchange Commission and fully disclose
their  ownership  of securities of the Company.  Further,  the
Company has instituted a Reporting Compliance program designed
to avoid late filings of Forms under Section 16 in the future.

Involvement in Certain Legal Proceedings:

In 1994, Mr. Roszel faced allegations from Revenue Canada (the
federal  taxing authority of Canada) of failure  to  file  tax
returns  under  the Canadian Income Tax Act for  six  Canadian
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.

                                20

ITEM 10. EXECUTIVE COMPENSATION
-------------------------------
The  following  table shows compensation earned during  fiscal
1997,  1998  and  1999 by the Officers and  Directors  of  the
Company.  They are the only persons who received  compensation
during those periods. No other miscellaneous compensation  was
paid or stock options granted during those periods.

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

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

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


NOTE  1: For the years ended December 31, 1997, 1998 and 1999,
Richard  R.  Ivanovick,  CFO, did not receive  any  salary  or
benefits  from the Corporation nor did Mikael Prydz, director,
received  any  salary or benefits from the Corporation  during
1998. Subsequent to December 31, 1999, they have not drawn any
salary  or  benefits. Mr. Ivanovick received 210,721  Class  N
shares in RecycleNet Utah in lieu of wages prior to the  March
19, 1999 reverse takeover.

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).

                                21

In  August,  1999,  2,000,000 Class N Shares  were  gifted  to
RecycleNet  Corporation  by  Mr. Paul  Roszel,  for  which  he
received no compensation. Subsequently, RecycleNet Corporation
issued 2,000,000 common shares to Mr. John C. Brewer, formerly
the   President   of  Garbalizer  Machinery  Corporation,   in
consideration  of  Mr.  Brewer rendering  of  service  to  the
Corporation  and  its  new management in connection  with  the
March   19,   1999  reorganization  of  Garbalizer   Machinery
Corporation  into  RecycleNet Corporation.  Specifically,  Mr.
Brewer  primarily rendered consulting services  regarding  the
structure and operation of publicly held domestic corporations
to  Mr.  Roszel  and  the  other  officers  and  directors  of
RecycleNet  Corporation (Ontario)  prior to and subsequent  to
the reorganization between RecycleNet and Garbalizer Machinery
Corporation  in April, 1999. The Company valued the  2,000,000
common  shares issued to Mr. Brewer at $400,000, or $0.20  per
share, based upon the market value at which common shares were
trading at the time of issuance.

On  September 23, 1999 RecycleNet Corporation signed a  letter
of   intent   to  purchase  100%  of  the  common  shares   of
fiberglass.com,   inc.,  a  Utah  Company.   Inter-Continental
Recycling Inc. is the majority owner of fiberglass.com,  inc.,
which  is  controlled by Mr. Paul Roszel and his  family.  Mr.
Paul Roszel through his holdings also controls the majority of
the  shares in RecycleNet Corporation (Utah). This acquisition
is  expected to be complete prior to December 31,  2000  under
the  terms  included in the agreement. The terms require  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. It is anticipated  that
it  will  take  until approximately December 2000  for  it  to
achieve those conditions. In any event, the parties may modify
their  agreement to waive or change the foregoing  conditions.
The  acquisition  will be deemed to be among related  parties.
The  Company  will  not  obtain a fairness  opinion  or  other
evaluation as to whether the number of shares to be issued  is
fair  and  the Company is not now representing,  nor  will  it
represent,  that the transaction is as fair to the Company  as
could   have   been  made  with  unaffiliated   parties.   The
acquisition will be accounted for at historical cost to Inter-
continental  due  to  it being between  parties  under  common
control.

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

On December 16, 1999, the Company signed an agreement securing
the  Distribution Rights for the Rhodium WebWeaver TurnKey  E-
Commerce  system. Mr. Roszel assigned these rights  personally

                                22

to  the  Company in exchange for royalties on the issuance  of
related  licenses.  There was not any compensation granted  to
Mr.  Roszel for this transaction to occur, nor were there  any
transaction  fees  involved. The terms of agreement  have  all
been  fulfilled. This agreement does grant Mr. Roszel a $1,000
royalty  payment for each Rhodium WebWeaver License RecycleNet
is  able  to  secure.  As  of the date  of  this  registration
statement, 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 27,322,608 shares of common  stock
for  the acquisition of metalworld.com, Inc. Inter-Continental
Recycling Inc. was the majority owner of metalworld.com, inc.,
which  is  controlled by Mr. Paul Roszel and his  family.  Mr.
Paul Roszel through his holdings also controls the majority of
the  shares in RecycleNet Corporation (Utah). This acquisition
will  be deemed to be among related parties. The Company  will
not  obtain a fairness opinion or other evaluation with regard
to  the  number of shares to be issued and the Company is  not
representing that the transaction is as fair to the Company as
could  have  been  if made between unaffiliated  parties.  The
acquisition  was accounted for at historical  cost  to  Inter-
continental  of $22,045 due to it being between parties  under
common control.

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 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

                                23

the  Company may have a direct or indirect interest in  future
potential businesses or entities in the recycling industry.

PROMOTERS OF THE COMPANY
------------------------
The  promoter of the Company is Mr. Paul Roszel. Prior to  the
incorporation of RecycleNet Corporation (Ontario), Paul Roszel
developed the concept of the electronic dissemination  of  the
information described above. In so doing, Mr. Roszel  acquired
the  domain  name, the web sites and the web  pages  described
herein.  Upon  the  incorporation  of  RecycleNet  Corporation
(Ontario), in consideration for his services and expertise  in
developing  the  web  sites and pages, Mr. Roszel  transferred
ownership of these items to the corporation for shares. As  of
November 1999, after the March 19, 1999 merger reorganization,
the  number of Class N Shares issued by the corporation to Mr.
Roszel and his related corporation, for the above services and
expertise, totaled 61,559,581 with a contributed share capital
of approximately $1.35 US ($2.00 Canadian).

DESCRIPTION OF SECURITIES
-------------------------
The  Company  has  authorized 150,000,000 common  shares,  par
value $.01, of which 39,505,043 common shares were issued  and
outstanding  at  September 30, 2000  and  66,591,781  Class  N
voting,  non-equity  shares  were  outstanding.  The  Class  N
voting,  non-equity shares are convertible on a  one  for  one
basis   into   common   shares  of  the  Company,   RecycleNet
Corporation  (Utah), upon the surrender by the holder  of  one
Class  N  share  and one Class X non-voting, equity  share  of
RecycleNet Corporation (Ontario). The Class X shares are  non-
voting, equity participation shares and provide the medium for
the  non-realization of capital gains for tax purposes of  the
original  Canadian shareholders. See also Notes  1  and  5  of
Notes to the Financial Statements below. Upon surrender of one
each  Class  N and Class X share, the Company will  issue  one
common share of the Company and the Class N and Class X shares
will  be  cancelled. Subject to the foregoing, the  owners  of
outstanding  common  shares of the  Company  are  entitled  to
receive dividends out of assets legally available therefore at
such times and in amounts as the directors of the Company  may
determine. Each shareholder of common and each shareholder  of
Class  N shares is entitled to one vote for each common  share
or  Class N share held on all matters submitted to a  vote  of
shareholders. Cumulative voting for the election of  directors
is not provided for in the Company's Articles of Incorporation
as  amended, which means that the holders of a majority of the
shares voted can elect all of the directors then standing  for
election.  The  voting shares are not entitled  to  preemptive
rights and are not subject to conversion or redemption. Upon a
liquidation,  dissolution or winding-up of  the  Company,  the
assets legally available for distribution to stockholders  are
distributable  equally among the holders of the  shares  after
payment of claims of creditors. Each outstanding share is, and
all  shares  that may be issued in the future, will  be  fully
paid and non-assessable.

There  are no provisions in the Articles of Incorporation,  as
amended, of the Company that would delay, defer, or prevent  a
change in control of the Company.

                                24

The Company has no debt securities issued and the Company does
not contemplate issuing any in the near future.


ITEM  5.  MARKET  FOR  COMMON EQUITY AND  RELATED  STOCKHOLDER
MATTERS
--------------------------------------------------------------
The Company's shares are traded on the over-the-counter market
in  the  USA. The following table gives the range of high  and
low  bid information for the Company's common shares for  each
quarter  within  the last two fiscal years and the  subsequent
period through June 30, 2000.

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

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

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

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


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


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

                                25

number  of Class X non-voting, equity participating shares  in
it. The Class N and Class X shares are convertible into common
voting,  equity  participating shares of the  Company  on  the
basis  of  one  common  voting-equity participating  share  in
exchange for one share each of Class N and Class X. As of July
31,  2000, shareholders of the Company have converted a  total
of  1,462,488 Class N and Class X shares and the  Company  has
issued 1,462,488 common voting, equity participating shares to
those shareholders in the Company.

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

                        26

Corporation  and  its  new management in connection  with  the
March   19,   1999  reorganization  of  Garbalizer   Machinery
Corporation into RecycleNet Corporation.

In  July  2000, the Company issued an aggregate of  27,322,608
common   shares  to  acquire  the  business  and   assets   of
metalworld.com,  inc., in a share for share transaction.   The
shares  were  issued to an aggregate of 24 persons.  Of  those
persons,  15 are existing shareholders of the Company,  2  are
attorneys  for  the  Company,  1  is  an  employee  of  Inter-
Continental  Recycling Corporation, 2 are  accredited  persons
and  the remaining 4 are personal friends of affiliates of the
Company  or  business  associates  of  the  Company   or   its
affiliates.   The  Company will rely on  the  exemptions  from
registration set forth in Section 4(2) and /or Rule 506  under
the securities Act of 1933 for the issuance of these shares.
No underwriters assisted the Company with regard to any of the
foregoing share issuance.

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

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

                                27


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

The  Company  did  not file any Forms 8-K  during  the  fourth
quarter of the fiscal year ended December 31, 1999.


INDEX TO EXHIBITS
-----------------
Exhibit  Description
-------  -----------
2	   Stock Exchnage Agreement (Previously Filed)
3(i)     Articles of Amendment to Articles of Incorporation
	     (Previously Filed)
3(ii)	   Corrected Articles of Amendment (Previously Filed)
3(iii)    By-laws (Previously Filed)
10   	   Material Contracts
		(a)  Agreement between RecycleNet Corporation and Paul Roszel
			(Previously Filed)
		(b)  Agreement between RecycleNet Corporation and
			fiberglass.com, inc. (Previously Filed)

                                28


                           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


                                29


ITEM 7. FINANCIAL STATEMENTS

                   RECYCLENET CORPORATION

               INDEX TO FINANCIAL STATEMENTS


                                                                      PAGE

Report of Independent Certified Public Accountants. . . . . . . . . . F-2
Consolidated Balance Sheets - December 31, 1999 and 1998. . . . . . . F-3
Consolidated Statements of Operations for the Years Ended
  December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Stockholders' Equity for the Years
  Ended December 31, 1998 and 1999. . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . F-7


                                F-1


HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
                                                    (801) 532-2200
  MEMBER OF AICPA DIVISION OF FIRMS               Fax  (801) 532-7944
          MEMBER OF SECPS                     345 East Broadway, Suite 200
MEMBER OF SUMMIT INTERNATIONAL ASSOCIATES   Salt  Lake  City, Utah 84111-2693


          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and the Board of Directors
RecycleNet Corporation

We  have  audited the consolidated balance sheets  of  RecycleNet
Corporation and subsidiaries as of December 31, 1999 and 1998 and
the related consolidated statements of operations, cash flows and
stockholders'  equity for the years then ended.  These  financial
statements  are  the responsibility of the Company's  management.
Our  responsibility is to express an opinion on  these  financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position  of  RecycleNet  Corporation  and  subsidiaries  as   of
December  31,  1999 and 1998 and the results of their  operations
and their cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States.

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

						/s/ Hansen, Barnett & Maxwell
					     ------------------------------
                                   HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
March 13, 2000
                                F-2


                      RECYCLENET CORPORATION
                   CONSOLIDATED BALANCE SHEETS

                                                      DECEMBER 31,
                                                 ----------------------
                                                    1999       1998
                                                 ----------  ----------
                         ASSETS
Current Assets
 Cash  .  . . . . . . . . . . . . . . . . . . .  $   61,167  $   55,257
 Trade accounts receivable, net of $2,168 and
  $0 allowance for bad debt, respectively . . .      30,289      26,505
 Receivable  from supplier. . . . . . . . . . .      15,000           -
                                                 ----------  ----------
   Total Current Assets . . . . . . . . . . . .     106,456      81,762
                                                 ----------  ----------
Computer  Equipment. . . . . . . . . . . . . . .     13,693       5,351
Less  accumulated depreciation . . . . . . . . .     (3,520)       (762)
                                                 ----------  ----------
Net Equipment  . . . . . . . . . . . . . . . . .     10,173       4,589
                                                 ----------  ----------
Total  Assets. . . . . . . . . . . . . . . . . . $  116,629  $   86,351
                                                 ==========  ==========

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Trade  accounts payable . . . . . . . . . . . . $   18,023  $    1,753
 Accrued liabilities . . . . . . . . . . . . . .      2,650       2,708
 Deferred  revenue . . . . . . . . . . . . . . .     43,328      31,525
                                                  ---------  ----------
Total Current Liabilities. . . . . . . . . . . .     64,001      35,986
                                                  ---------  ----------
Stockholders' Equity
  Class N convertible shares (and Class X shares
  of Amalco - $0.01 par value; 70,896,789
  shares authorized; 68,130,269 shares and
  69,462,602 shares issued and outstanding,
   respectively. . . . . . . . . . . . . . . . .    681,303     694,626
 Common shares- $0.01 par value; 79,103,211
  shares authorized; 10,643,947 shares and no
  shares issued and outstanding, respectively. .    106,439           -
Additional paid-in capital (deficit) . . . . . .    447,926    (590,899)
Accumulated deficit. . . . . . . . . . . . . . . (1,183,040)    (53,361)
                                                 ----------  ----------
Total Stockholders' Equity . . . . . . . . . . .     52,628      50,366
                                                 ----------  ----------
Total Liabilities and Stockholders' Equity . . . $  116,629  $   86,351
                                                 ==========  ==========

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

                                F-3

                        RECYCLENET CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS

                                                      For the Years
                                                     Ended December 31,
                                                  ------------------------
                                                      1999        1998
                                                  -----------  -----------
Sales . . . . . . . . . . . . . . . . . . . . . . $   579,617   $  100,974
Cost of Sales . . . . . . . . . . . . . . . . . .     379,853       14,033
                                                   ----------  -----------
Gross Profit. . . . . . . . . . . . . . . . . . .     199,764       86,941
                                                   ----------  -----------
Operating Expenses
  General and administrative expenses . . . . . .     307,885       96,773
  Exchange loss . . . . . . . . . . . . . . . . .         709        1,250
  Impairment of marketing rights. . . . . . . . .     196,932            -
  Professional fees (paid with stock) . . . . . .     423,917            -
  Merger and acquisition expense (paid
   with  stock) . . . . . . . . . . . . . . . . .     400,000            -
                                                  -----------  -----------
Total Operating Expenses. . . . . . . . . . . . .   1,329,443      (98,023)
                                                  -----------  -----------
Net Loss. . . . . . . . . . . . . . . . . . . . . $(1,129,679) $   (11,082)
                                                  ===========  ===========
Basic and Diluted Loss Per Common Share . . . . . $     (0.16)         n/a
                                                  ===========  ===========

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

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

                                F-4


                        RECYCLENET CORPORATION
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                       Class N Convertible
                                       Shares (and Class X
                                         Shares of Amalco                                                           Total
                                       (RecycleNet Ontario))        Common Shares        Additional              Stockholders'
                                      -----------------------  -----------------------    Paid-in    Accumulated   Equity
                                        Shares       Amount       Shares       Amount     Capital      Deficit    (Deficit)
                                      -----------  ----------  -----------  ----------  -----------  -----------  ----------
<S>                                  <C>          <C>         <C>          <C>         <C>          <C>          <C>
Balance - December 31, 1997. . . . .   68,975,240  $  689,752            -  $        -  $  (650,677) $   (42,279) $   (3,204)
Issuance for cash, January 30, 1998,
 $0.09 per share . . . . . . . . . .        7,738          77            -           -          609            -         686
Issuance for cash, February through
  October 1998, $0.13 per share. . .      479,624       4,797            -           -       57,553            -      62,350
Contribution of services . . . . . .            -           -            -           -        1,616            -       1,616
Net loss for the year. . . . . . . .            -           -            -           -            -      (11,082)    (11,082)
                                      -----------  ----------  -----------  ----------  -----------  -----------  ----------
Balance - December 31, 1998. . . . .   69,462,602     694,626            -           -     (590,899)     (53,361)     50,366
Issuance for cash, February and
  March 1999, $0.51 per share. . . .      213,570         214            -           -      109,261            -     109,475
Issuance for services, March 1999,
  $0.51 per share. . . . . . . . . .      833,717       8,337            -           -      415,581            -     423,917
Issuance to acquire Andela Products
 Corporation, March 11, 1999,
  $0.51 per share. . . . . . . . . .      386,900       3,869           -           -      193,063            -     196,932
Issuance to acquire Garbalizer
 Machinery Corporation, March 19,
 1999, $0.00 per share . . . . . . .            -           -   7,877,427      78,774      (78,774)           -           -
Contribution of 2,000,000 Class N
 (and Class X) common shares by
 principal shareholder and issuance for
 merger and reorganization services,
 August 19, 1999, $0.20 per share. .   (2,000,000)    (20,000)  2,000,000      20,000      400,000            -     400,000
Conversion of 766,520 Class N
 (and Class X) common shares to
  common shares, August 19, 1999 . .     (766,520)     (7,665)    766,520       7,665            -            -           -
Contribution of services . . . . . .            -           -           -           -        1,617            -       1,617
Net loss for the year. . . . . . . .            -           -           -           -            -   (1,129,679) (1,129,679)
                                      -----------  ----------  -----------  ----------  -----------  -----------  ----------
Balance - December 31, 1999. . . . .   68,130,269  $  681,303   10,643,947  $  106,439  $   447,926  $(1,183,040) $   52,628
                                      ===========  ==========  ===========  ==========  ===========  ===========  ==========
</TABLE>

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

                                F-5

                        RECYCLENET CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        For the Years
                                                   Ended December 31,
                                               ------------------------
                                                   1999        1998
                                               -----------  -----------
Cash Flows From Operating Activities
  Net loss . . . . . . . . . . . . . . . . . . $(1,129,679) $   (11,082)
 Adjustments to reconcile net loss to net
  cash used by operating activities:
  Depreciation . . . . . . . . . . . . . . . .       2,758          762
  Impairment of marketing rights . . . . . . .     196,932            -
  Common stock issued for services . . . . . .     823,919            -
  Contribution of services . . . . . . . . . .       1,617            -
  Exchange (gain) loss . . . . . . . . . . . .         709        1,250
Changes in assets and liabilities:
  Accounts receivable. . . . . . . . . . . . .      (3,784)     (27,447)
  Receivable from supplier . . . . . . . . . .     (15,000)           -
  Accounts payable and accrued liabilities . .      16,213        4,617
  Deferred revenue . . . . . . . . . . . . . .      11,803       32,645
                                               -----------  -----------
Net Cash Provided by (Used in) Operating
Activities . . . . . . . . . . . . . . . . . .     (94,513)         745
                                               -----------  -----------
Cash Flows From Investing Activities
 Purchase of equipment . . . . . . . . . . . .      (8,342)      (5,351)
                                               -----------  -----------
Net Cash Used in Investing Activities. . . . .      (8,342)      (5,351)
                                               -----------  -----------
Cash Flows From Financing Activities
  Payment of note payable to shareholder . . .           -      (10,103)
  Proceeds of issuance of common shares. . . .     109,474       63,036
                                               -----------  -----------
Net Cash Provided by Financing Activities. . .     109,474       52,933
                                               -----------  -----------
Effect of Exchange Rate Changes on Cash. . . .        (709)        (357)
Increase in  Cash. . . . . . . . . . . . . . .       5,910       47,970
Cash at Beginning of Year. . . . . . . . . . .      55,257        7,287
                                               -----------  -----------
Cash at End of Year. . . . . . . . . . . . . . $    61,167  $    55,257
                                               ===========  ==========

NON-CASH INVESTING AND FINANCING ACTIVITIES
During March 1999, the Company issued 833,717 Class N (and  Class
X) common shares as compensation for services valued at $423,917.
Also  during March 1999, the Company issued 386,900 Class N  (and
Class  X)  common  shares to acquire Andela Products  Corporation
valued  at  $196,932  and  issued  7,877,421  shares  to  acquire
Garbalizer  Machinery  Corporation valued at  $0.  During  August
1999,  the  Company received 2,000,000 shares as  a  contribution
from  a  shareholder.  The  Company  reissued  these  shares   as
compensation  for  acquisition  and  merger  services  valued  at
$400,000.

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

                                F-6


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


NOTE 1-ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

BASIS  OF  PRESENTATION - Mr. Paul Roszel and others operated  an
unincorporated business from 1995 through 1997. When the business
was  incorporated  as  RecycleNet  Corporation  (RecycleNet)   on
December  22,  1997  under the laws of the Province  of  Ontario,
Canada. On March 19, 1999, RecycleNet was reorganized into Amalco
(RecycleNet   Ontario),  a  newly-formed,  wholly-owned   Ontario
subsidiary  of  Garbalizer Machinery Corporation (Garbalizer),  a
Utah  corporation, under the terms of a stock exchange  agreement
dated  February 25, 1999 (the Agreement). Under the terms of  the
Agreement,   the   shareholders  of  RecycleNet  exchanged   each
outstanding common share of RecycleNet for 3.869 Class  X  shares
(equity  participating  and  non-voting)  of  Amalco  (RecycleNet
Ontario)  and  3.869  Class  N (voting non-equity  participating)
shares  of  Garbalizer. The RecycleNet shareholders  were  issued
70,896,789  Class N and Class X shares. The Class N and  Class  X
shares  are  convertible into common shares on the basis  of  one
Class  N share and one Class X share for each common share. Prior
to  closing  the  Agreement,  the  Garbalizer  shareholders  held
7,877,427  common  shares, after a 2-for-3 reverse  stock  split,
which   remained   outstanding  after  the  reorganization.   The
RecycleNet shareholders held 90% of the voting Class N and common
shares  after the reorganization. The Class N shares are entitled
to   one  vote  per  share  on  all  matters  presented  to   the
shareholders.

For  financial reporting purposes, RecycleNet was considered  the
accounting  acquirer.  Accordingly,  the  accompanying  financial
statements   present   the   historical   operations    of    the
unincorporated  business  since its formation  in  1995  and  the
operations of RecycleNet for the periods after its incorporation.
Those historical financial statements have been restated for  all
periods presented for the effects of the 3.869-for-1 stock  split
and for the conversion of the RecycleNet common shares into Class
N   and  Class  X  shares.  In  connection  with  the  Agreement,
Garbalizer  transferred all of its existing assets and operations
to  a  corporation under the control of its principal shareholder
in  exchange for the assumption by that corporation of all of the
liabilities  of  Garbalizer. Garbalizer thereby  became  a  shell
corporation  with  no  operations and  no  assets  prior  to  the
transaction.  The  common  shares of Garbalizer,  which  remained
outstanding,  were  accounted for as having been  issued  in  the
transaction  and  were valued at zero because Garbalizer  had  no
assets, liabilities or operations at the date of the transaction.
The  accompanying financial statements have been restated to show
the  effects  of  the recapitalization of RecycleNet,  which  was
recorded  at historical cost in a manner similar to a pooling  of
interests.

CONSOLIDATION - On March 19, 1999, Garbalizer changed its name to
RecycleNet  Corporation. The accompanying consolidated  financial
statements  include the accounts of RecycleNet  Corporation  (the
Utah  corporation) from the date of its acquisition, the accounts
of  the  unincorporated business and of RecycleNet  (the  Ontario
corporation renamed Amalco (RecycleNet Ontario), for all  periods

                                F-7

presented and the accounts of Andela Products Ltd. from the  date
of  its  acquisition.  The consolidated  entity  is  referred  to
hereafter as the Company. Inter-company accounts and transactions
have been eliminated in consolidation.

OPERATIONS - The Company is in the business of designing Internet
sites,  Internet advertising and Internet trading  of  consumable
recyclable  goods. The Company has developed web site management,
sales  management, search, customer interaction, and  transaction
processing  systems  using a combination  of  proprietary  custom
designed   technologies  and  commercially   available,   license
technologies.  The Company designs web systems and flexible  data
bases  which allow for the addition, modification, or replacement
of  web  site  content.  The  Company provides  Internet  hosting
facilities  and  redundant high speed Internet connectivity.  The
Company  has  developed its own content and web  site  management
tools  to  facilitate  the maintenance and updating  of  its  web
sites.

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

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

BUSINESS CONDITION - The Company has experienced operating losses
of  $1,129,679  and $11,082 during the years ended  December  31,
1999  and  1998, respectively, and had negative cash  flows  from
operations  activities of $94,513 during the year ended  December
31,  1999.  At December 31, 1999, the Company had an  accumulated
deficit  of $1,183,040. These conditions raise substantial  doubt
about  the Company's ability to continue as a going concern.  The
accompanying financial statements do not include any  adjustments
relative  to the recoverability and classification of  the  asset
carrying  amounts or the amount and classification of liabilities
that   might   result  from  the  outcome  of  this  uncertainty.
Management's  plans  consist primarily  of  becoming  profitable.
However,   there   is   no  assurance  of  obtaining   profitable
operations.

REVENUE RECOGNITION - Revenue from services are recognized as the
services are performed. Web site advertising services are charged
on  a  monthly basis without guarantee of the number of customers
viewing  the web site. Revenues from the Internet Portal Services
business are derived from individual custom packages that include
any  combination  of  the following services: subscription  fees,
HTML  linking  services, advertising, and web page  construction.
Each package is unique and distinctions between services are  not
made  for  accounting purposes. The portal service  revenues  are
derived   from  a  combination  of  fees,  which  are  negotiated
individually with each customer. The customer buys a  combination
of services specific to his needs, upon which the fees are based.
The  Company  charges a per-client, per-month repetitive  service
fee,  regardless of the services provided. With  respect  to  the
Internet  portal  sites that facilitate e-commerce  trading,  the
Company only charges a monthly fee for services that are provided
to  customers.  The Company does not charge sellers or  buyers  a
percentage  of  the  value  of their transactions  nor  does  the

                                F-8

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.

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

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

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

                                                  For the Years Ended
                                                     December 31,
                                               ---------------------------
                                                   1999          1998
                                               ------------  -------------
    Net loss . . . . . . . . . . . . . . . . . $ (1,129,679) $     (11,082)
                                               ============  =============
   Weighted-average number of common shares
    used in basic loss per common share
    calculation. . . . . . . . . . . . . . . .    7,209,686              -
   Incremental potentially issuable common
    shares from assumed conversion of Class N
    common  shares . . . . . . . . . . . . . .            -              -
                                               ------------  -------------
   Weighted-average number of common shares
    and dilutive potential common shares used
    in diluted loss per share calculation         7,209,686              -
                                               ============  =============

NOTE RECEIVABLE FROM SUPPLIER - At December 31, 1999, the Company
had  loaned $15,000 to Andela Tool & Machine, an unrelated third-
party  from  which  the  Company purchased Andela  Products  Ltd.
Repayment of the note is expected by December 31, 2000. The  loan
is  unsecured. The loan is non-interest bearing and payment terms
have not been established.

CAPITALIZED SOFTWARE COSTS - Computer software development  costs
incurred  in  the  development of web  sites  for  customers  are
charged to cost of sales at the time sales are recognized.

                                F-9

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

COMPUTER EQUIPMENT - Equipment is stated at cost. Maintenance and
repairs  of  equipment  are  charged  to  operations  and   major
improvements  are capitalized. Upon retirement,  sale,  or  other
disposition, the cost and accumulated depreciation are eliminated
from  the  accounts and gain or loss is included  in  operations.
Depreciation is computed using the straight-line method over  the
estimated  useful lives of the property and equipment, which  are
three to four years. Depreciation expense was $2,758 and $762 for
the years ended December 31, 1999 and 1998, respectively.

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

NOTE 2-ACQUISITION OF ANDELA PRODUCTS LTD.

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

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

NOTE 3-LETTER OF INTENT TO ACQUIRE FIBERGLASS.COM

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

                                F-10

fiberglass.com  may  mutually agree to an  alternative  valuation
formula  to complete the share exchange; otherwise the  agreement
will  terminate  on December 31, 2000 with no penalty  to  either
party.

NOTE 4-INCOME TAXES

Deferred  tax assets are comprised of the following  at  December
31, 1999 and 1998:
                                                   1999       1998
                                                ----------  ----------
Operating loss carry forwards . . . . . . . . . $   58,919  $    6,808
Less:  Valuation allowance. . . . . . . . . . .    (58,919)     (6,808)
                                                ----------  ----------
Net Deferred Tax Asset. . . . . . . . . . . . . $        -  $        -
                                                ==========  ==========

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

                                                  1999         1998
                                                ----------  ----------
Tax at statutory rate (34%) . . . . . . . . . . $ (383,541) $   (3,768)
Non-deductible stock-based expenses . . . . . .    307,327           -
State and provincial benefit net of
  federal tax . . . . . . . . . . . . . . . . .    (32,402)          -
Deferred tax asset valuation change . . . . . .     81,250       4,226
Effect of foreign losses with no federal
 benefit. . . . . . . . . . . . . . . . . . . .     27,366         458
                                                ----------  ----------
Total Income Tax Benefit. . . . . . . . . . . . $        -  $        -
                                                ==========  ==========

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

NOTE 5-STOCKHOLDERS' EQUITY

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

During  February through March 1999, the Company  issued  213,570
Class  N  shares  for cash. The proceeds from the  issuance  were
$109,475  or  $0.51  per share. During March  1999,  the  Company
issued  833,717 Class N shares for managerial, legal,  accounting
and  operating services. The shares were recorded at  their  fair

                                F-11

value  of $423,917 or $0.51 per share based upon the price shares
were  issued  for  cash during that same time.  The  shares  were
issued to individuals who consisted of employees of the Company's
ISP  service provider, the president of the Company, an  employee
of  Inter-Continental (an affiliate of the Company), a lawyer and
the internal accountant for the Company.

On  March 11, 1999 the Company issued 386,900 shares of  Class  N
and  Class  X  common  stock to acquire  Andela  Corporation,  as
explained  in Note 2. The value assigned to the shares was  $0.51
per share based on the market value at which the Company's common
shares traded for cash previous to the reorganization.

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

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

NOTE 6-RELATED PARTY TRANSACTIONS

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

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

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

On December 16, 1999 the Company signed an agreement securing the
distribution rights for the Rhodium WebWeaver TurnKey  E-Commerce
system.  Mr.  Roszel  assigned these  rights  personally  to  the
Company.   There was not any compensation granted to  Mr.  Roszel
for  this  transaction to occur, nor were there  any  transaction
fees  involved.  However, this agreement does grant Mr. Roszel  a
$1,000  royalty  payment for each Rhodium WebWeaver  license  the
Company is able to secure. No sales occurred during 1999.

                                F-12