UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB/A
Amendment No. 4
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
RecycleNet Corporation
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(Name of Small business Issuer in its charter)
Utah 87-0301924
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7 Darren Place, Guelph, ON NIH 6J2 Canada
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (519) 767-2913
Securities to be registered under Section 12 (b) of the Act:
Title of each class: N/A
Name of each exchange on which Registered: N/A
Securities to be registered under Section 12(g) of the Act:
Common Shares, Par value $0.01
(Title of Class)
DESCRIPTION OF BUSINESS
INTRODUCTION
-----------------------
RecycleNet Corporation ("Company") is a Utah corporation
originally incorporated on December 29, 1961. The Company
was formerly named The 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
Garbalizer Machinery Corporation 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
Garbalizer Machinery Corporation (on the basis of one Class N
share and one Class X share for one common share of RecycleNet
Corporation (Utah)). As at June 30, 2000 the Company has
authorized 150,000,000 common shares with 39,390,342 common
shares and 39,383,868 Class N shares outstanding. . The Company
has retained the market symbol "GARM" as its market symbol and as
an acronym for the slogan, "Global Access to Recycling Markets".
Prior to the March 19, 1999 reorganization, the assets less
liabilities of Garbalizer Machinery Corporation were sold to Garb-
Oil & Power Corporation (Utah). The Company is 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) RecycleNet was operated as a sole
proprietorship by Mr. Roszel. RecycleNet Corporation (an Ontario
Private Corporation) was incorporated on December 22, 1997.
During 1998, RecycleNet Corporation 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 provide
professional Internet hosting facilities and redundant high speed
Internet connectivity. Supervisory staff provide monitoring and
support 24 hours a day, 7 days a week, supplementing the system
administrators. The Company has developed its own content and web
site management tools to facilitate the maintenance and updating of
its web sites. Web site management tools enable the Company's staff
to update its web sites from remote locations throughout the day.
The market in which the Company competes is characterized by rapidly
changing technology, evolving industry standards, frequent new service
and product announcements, and changing customer demands. Accordingly, the
Company's future success may depend on its ability to adapt to
rapidly changing technologies, to adapt its services to evolving
industry standards and to continually improve the performance,
features and reliability of its service in response to
competitive service and product offerings and evolving demands of
the market place. The failure of the Company to adapt to such
changes would harm the Company's business. In addition, the wide
spread adoption of new Internet, networking or telecommunications
technologies or other technological changes could require
substantial expenditures by the Company to modify or adapt its
services or infrastructure. Currently, the Company does not have
any customers which 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
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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 are:
1) Recycler's World - a world wide trading site for
information relating to secondary or recyclable
commodities, by-products, and used and surplus items
or materials. It can be accessed at www.recycle.net
2) C.R.U.M.B. (Crumb Rubber Universal Marketing
Bureau)-Established in 1997 as a global
business-to-business resource and source of
information specializing in crumb rubber trade. Crumb
rubber is the product of shredding and granulating
tires to a fine particulate consistency. This site can
be accessed at www.rubber.com/crumb
3) auto.recycle.net - This site facilitates an
Internet used vehicle marketplace.
4) equip.recycle.net - This site provides on line
access to a used equipment marketplace.
5) used.recycle.net - This site provides access to a
used and collectable marketplace.
6) SEC-MAT- A site providing secondary materials and
commodities clearing house functions. This site can be
accessed at www.sec-mat.com
Each of the industry specific web sites functions as a
business-to-business trading resource and a business-to-consumer
marketplace. Currently, the Company derives its revenues only
from its Internet Portal Services business segment. The two other
business segments, Application Services Provider services (formerly
known as "proprietary exchange software") and E-commerce Services,
are still in development. 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.
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 software can
be utilized on-line by licensed customers. It cannot be downloaded
and is not 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'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 and/or items. Each portal provides
the following on line services:
Trade Directory:
----------------
Each web site maintains an industry trade directory that lists Traders
and/or Recyclers from around the world. These Trade Directories are
freely accessible to anyone with Internet access. They are organized
alphabetically and by industry specialization or sector. Directory
listings for companies include full contact information, and
e-mail reply form and links to the Company's own web site where
applicable.
Equipment Directory:
-------------------
Each web site maintains an equipment directory that lists OEM
Equipment Manufactures and distributors from around the world and
is organized alphabetically, by industry specialization or sector
and by equipment type. Directory listings for companies include full
contact information and e-mail reply form and links to the Company's
web site where applicable.
Association Directory:
----------------------
Each web site maintains an industry
association directory that lists member based
organizations from around the world and is organized
alphabetically and by industry specialization or sector. It
includes directory listings for associations with full contact
information, and e-mail form and links to the association's web
site where applicable.
Publication Directory:
----------------------
Each web site maintains an industry
publication directory that lists industry related publications
from around the world and is organized alphabetically and by
industry specialization or sector. Directory listings for
publications, journals and magazines include full contact
information and e-mail reply forms and links to the publication's
web site where applicable.
Exchange Directory:
-------------------
Each web site maintains a directory that lists
related information or commodity exchanges from around
the world and is organized alphabetically and by industry
specialization or sector. Directory listings for exchanges
include full contact information, and e-mail reply form and links
to the exchange's web site where applicable.
Industry Specific E-mail Forums:
--------------------------------
This is free for the general industry and public to view and
interact with each other and is organized by industry
specialization or sector. These e-mail based forums provide
subscribers with a free system for exchanging industry/sector
specific news, questions and answers, comments, technical
bulletins, among others.
Home Pages, Web Site Hosting and Internet Service Provider
Services:
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The Company provides development, consulting and hosting services
for the general industry and public to view and interact with
each other. A corporate home page on a web site functions to promote
a Company's products and services. Elements included on a home page
or web site may also facilitate e-commerce for that particular
Company. The Company also provides custom Internet dial-up access
services.
Targeted Graphic Advertising:
-----------------------------
Targeted graphic advertising opportunities exist throughout the
more than 7,000 web pages within the Company's Internet portals.
We attract small to mid-sized advertisers due to the cost effective
advertising model that reaches a highly targeted user base.
On-line Inventory Service:
--------------------------
The On-line Inventory Service is a server-based software that
enables a customer to create dynamic web pages 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, management believes this to be a $ 300
billion/year industry.
On-Line Market Price System: (In the Recycler's world Portal)
---------------------------
The On-Line Market Price System is a server-based software that
enables customers to list their over-the-scale buying prices for
specific items or grades of materials they wish to purchase. The
On-Line Market Price System is dynamic, customers can edit their
prices "at will" and the terms are unique to F.O.B. (shipping
point) and grade.
The RecycleNet Composite Index: (In the Recycler's world Portal)
------------------------------
The RecycleNet Composite Index provides real time market trend
information by taking a snapshot of the On-Line Market Price
System. The RecycleNet Composite Index is available both on-line
and through a subscription service.
BUSINESS SEGMENT 2
ASP - APPLICATION SERVICE PROVIDER (formerly Internet Exchange
Software)
--------------------------
An application service provider (ASP) leases application software
to businesses and individuals for a fee: the software is accessed
over the Internet, and always remains on the ASP's server. The
trend in the technology world is towards using an ASP instead of
continuously purchasing the latest software and extra server
space. What is pushing this trend is the theory that it makes
more business and technology sense when the software is simply
leased, because upgrading is easy and cost-effective, with no
disturbance to service.
Rhodium WebWeaver TurnKey E-Commerce System
--------------------------
The Company has the distribution rights for the Rhodium WebWeaver
TurnKey E-Commerce System. 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. This system allows clients to enhance their
presence on the Internet, generate and/or receive high quality
sales lead and related information, and respond more effectively
and efficiently to qualified sales leads.
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 secure server to support electronic
commerce and services. The Company is currently developing
additional services that incorporate e-commerce features. These
services will enable customers to conduct secure financial
transactions over the Internet.
One such service under development is the Company's Secondary
Commodity Clearing Service. This e-commerce based service will
allow RecycleNet Corporation to retain a portion of the
transactional value of the goods traded via the system. The
Company anticipates an average fee of 10% of the value of the
goods traded. At this time, the Company is unable to estimate
the total value of these transactions to the Company. Further,
the Company is in an initial stage of development of this potential
service and has not developed a time frame regarding research and
development and eventual commercialization of the service.
The Company believes a strategic opportunity exists related to the
distribution of hardware and software supporting e-cash
transactions. E-cash is a system of electronically transferring
cash values using Smart Card technology. A Smart Card resembles a
standard plastic credit card (including the magnetic strip on the
reverse side) and has a small gold-embossed silicon chip embedded
on the card in which data is stored including cash balances owned
by the holder. The evolution of e-cash is a new and dynamic
dimension to e-commerce, over and above the existing credit card
transaction technology. The Company believes that the
e-cash system is uniquely compatible to the trading of goods,
commodities and services. At this time, the Company has not
commenced development of incorporation of this opportunity into the
Company's business.
The Company believes that the Internet system and its associated
technologies such as email, world wide web, instant messaging,
e-commerce, among others, provides the potential for any person
or Company in any industry to conduct business electronically. The
exchange of goods among individuals and business traditionally
has been conducted through trading forums such as classified
advertisements, newsletters, person-to-person trading and other
similar devices, which had historically been inefficient for many
reasons including the difficulty and expense for buyers and
sellers traditionally to meet, exchange information and complete
transactions, limited varieties in goods offered by any single
individual or trader, high transaction costs, lack of a reliable
and efficient means of setting prices for sales and purchases.
The Company believes it has developed and continues to develop
targeted and trade specific information technology
services/products, which may be used by companies for
e-commerce and other trade related purposes. These
services/products 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.
Marketing
----------
The Company's marketing strategy is described in "Management's
Discussion & Analysis and Financial Condition and Results of
Operation".
NEW AND EXISTING REGULATIONS OF THE INTERNET
--------------------------------------------
The Company is subject to the same federal, state and local laws
as other companies conducting business on the Internet.
Currently, there are relatively few laws specifically directed
towards on-line services. Due to the increasing popularity and
use of the Internet and on-line services, however, it is possible
that laws and regulations will be adopted with respect to the
Internet or on-line services. These laws and regulations could
cover issues such as on-line contracts, user privacy, freedom of
expression, pricing, fraud, content and quality of products and
services, taxation, advertising, intellectual property rights and
information security. Applicability to the Internet of existing
laws governing these issues is uncertain. The application of
current and future laws to persons doing business on the Internet
would not likely have a harmful effect or result in a competitive
disadvantage to the Company inasmuch as all entities doing
business on the Internet would likely be subject to the same
regulations and laws.
EMPLOYEES
---------
The Company has no employees. All management and staff are
retained on a contract basis under a related party
transaction with Inter-Continental Recycling Inc. Inter-Continental
provides, on a monthly invoice basis, services to and for the Company
by employees of Inter-Continental. The average monthly invoice
from Inter-Continental to the Company approximates $28,500. See
"Facilities" below. There are no other material contracts between
the Company and Inter-Continental Recycling. (see "facilities" below)
FACILITIES
---------
The Company maintains shared office space at 7 Darren Place,
Guelph Ontario Canada and this space is provided at no charge to
the Company by Inter-Continental Recycling Inc. 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,
its interest is represented by ownership of over 80% of the Company's
outstanding Class N shares.
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.
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.
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 is recognized internationally as a pioneer
and leader, providing dynamic and business critical Internet based
information technology services. RecycleNet Corporation provides
"Global Access to Recycling Markets" (GARM) through dynamic
Internet portals that facilitate e-commerce trading. 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.
On March 19, 1999, RecycleNet Corporation (an Ontario Private
Corporation) completed a reverse share acquisition with the
Garbalizer Machinery Corporation, A Utah Corporation. RecycleNet
Corporation (Ontario) since its inception, has provided Internet
services and has received all of its sales revenue from these
activities. All of the previous business activities of Garbalizer
Machinery Corporation have not continued on in the new parent.
Consequently, all of the following financial data being discussed
will not compare any Garbalizer Machinery Corporation figures
with its relevant comparisons.
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 packages serve to meet the needs
of the Company's clients, and individual services are often used
as leverage to close the sale. The business model requires a per
client per month repetitive service fee, regardless of the
service provided.
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.
Except for the transfer of the proprietorship into RecycleNet
Corporation (Ontario) at historical cost, the paid-in-capital of
the Company records as received a substantial paid-in capital and the
consolidated statement of operations records the corresponding
expenses for expense paid with stock. To assist the readers of these
financial statements, we have reported normal operational sales and
expenses and also itemized expenses paid with stock.
Please note that the expenses reported which were paid by common
stock did not reduce our cash balances throughout the reporting
period.
SALES REVENUES 1999 1998
---- ----
Sales Revenues $579,600 $101,000
Sales revenues for the year ending December 31, 1999 were
recorded at $579,600, an increase of $478,600 over the similar
period of 1998. This 473% increase in revenue reflects our
strong web site and increased activity, resulting in a
corresponding increase in customer requests for participation in
our business. We hired our first sales person in January 1999
and an additional two people in October 1999 to accommodate this
increased business activity. We are presently in a position to
hire additional sales personnel once again to properly
accommodate our customer requests.
Sales in our e-commerce section amounted to $379,200 of the total
sales of $579,600. This year RecycleNet Web Sales amounted to
$200,400 compared to our sales revenue in 1998 of $101,000. This
is a very favorable increase of $99,400 or 98% over last year.
COST OF SALES 1999 1998
---- ----
Cost of Sales $379,900 $14,000
The cost of sales increase of $365,900 is entirely related to our
e-commerce business which was operated through our wholly-owned
subsidiary, Andela Products Ltd. As yet, we have not yet been able
to generate any gross profit on any of these sales. Management
will continue to explore avenues to have this portion of our business
become more profitable.
Gross Profit 1999 1998
---- ----
Gross Profit $199,800 $86,900
The Gross Profit increase of $112,900 or 129% over last year's
results was directly related to revenue increase of our web
related business. Sales of our E-commerce business of
approximately $379,200 USD resulted in a gross loss of $700.
The selling costs incurred in generating these portal
sales revenues are recorded in General and Administrative
expenses below.
Operating Expenses 1999 1998
---- ----
General and Administrative
Expenses $307,900 $96,800
The general and administrative expenses increased $211,100 this
year over the similar period last year. This was essentially
caused by the following factors:
a) an increase of three sales personnel to accommodate our
increased business activity resulting in higher salary and
related benefit costs
b) 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
c) an increase in expenses especially legal and accounting fees
associated with our responsibility to properly file our financial
statements under United States Accounting Filing Rules and our
preliminary filings with the Securities and Exchange Commission
Exchange loss of $700 in 1999 and $1,250 in 1998 resulted from certain
cash accounts denominated in Canadian dollars. The losses were determined
based on ending exchange rates.
1999 1998
---------- ------
Impairment of marketing rights $ 196,900 $ 0
Professional Fees 423,900 0
Merger and Acquisition Expense 400,000 0
---------- ------
$1,020,800 0
========== ======
In our notes to consolidated financial statements, Note 5 -
Stockholder's Equity is an explanation of the 3,220,617 shares
which were issued and the basis for their value for services
provided as marketing, professional fees and merger and
acquisition expenses. Please note that these expenses were not
paid out in cash and did not reduce our bank and cash balances
nor did it affect our liquidity position.
Net Profit (Loss) 1999 1998
----------- --------
Net Profit (Loss) $(1,129,700) $(11,100)
Net Loss for the year ended December 31, 1999 was $(1,129,700).
However, as noted above our loss after adjusting for the expense
paid for by shares was $(1,129,700) less $(1,020,800) resulting
in an operating loss of $(108,900). Our sales revenues continue
to increase each month and sales in the last quarter of 1999 of
$263,300 were our best of any quarter and supports our positive
outlook for our business. Our general and administrative costs
should rise at a much slower rate than our increase in sales
revenue before expenses paid with stock in the near future. Our
operating loss of $108,900 was due primarily to hiring additional
sales personnel and absorbing their costs until we could mature
their sales goals.
Liquidity and Capital Resources
Our net cash flows for the year ended December 31, 1999 was an
increase in cash of $5,900. Our net loss of $1,129,700 less
expenses paid for with stock of 1,020,800 plus depreciation of
$2,800 resulted in $94,500 of cash used by operating activities.
This loss was primarily attributed to salaries and benefits paid
to our additional sales personnel hired throughout the year as
explained above. Also, legal and accounting expenses associated
with our being a public company were also higher than
anticipated.
During the year, we raised $109,500 private funds from the issuance of
common stock. As detailed in our Stockholder's Equity, these funds were
used to support hiring our sales force to handle our increased revenue
inquiries. The remaining funds were used to finance current operations
and to purchase computer equipment.
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' plans consist primarily of becoming profitable.
However, there is no assurance of obtaining profitable operations.
Our current liquidity position has improved slightly over last
year and as our business revenue continues to increase, while
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 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.
RecycleNet Corporation completed the acquisition of Andela
Products Ltd. of Richfield Springs, New York in the quarter ended
June 30, 1999. Andela Products Ltd. is involved in strategic
marketing programs for recyclable commodities and has developed a
unique Internet based service. 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. The "Andela Scrap Glass Composite Index" will
have an important role as the Company develops its E-Commerce
business segment. RecycleNet anticipates Andela
Products Ltd. will add significant revenues for the Company in
the future.
The acquisition of Andela Products Ltd. was completed by the
issuance of 386,900 Class N shares valued at $196,932.
This acquisition had no effect on the Company's cash position and
no shareholder dilution took place.
The acquisition of Andela Products Ltd. was primarily for the
purpose of obtaining marketing rights to glass recycling equipment.
The purchase price was allocated to the marketing rights. Those
marketing rights were impaired at the purchase date due to uncertainty
regarding their realizability.
Deferred Revenue
Deferred revenue results from RecycleNet customers who pay for
their service purchases in advance, such as quarterly, half year,
or annually. RecycleNet records the initial payment in deferred
revenue and then recognizes in each month that proportion which
is provided in services. As at December 31, 1999, deferred
revenue amounted to $43,300 compared to $31,500 as at December
31, 1998 and this amount will be recorded into sales revenue each
month in the future as these services are provided. The increase
in deferred revenue is directly related to the increased sales
revenue we are billing each month.
YEAR 2000 COMPLIANCE
--------------------
December 31, 1999 has come and gone. The whole world was
expecting a catastrophic incident to occur somewhere and at any
time close to just after midnight in each of the time zones.
Thankfully, 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. These
products/services have been widely 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 NEW success-critical information technology products and
services. The Company intends to continue to increase the
market's awareness of its products/services using traditional print
and online marketing methods.
The Company's future plans include a program of joint ventures,
strategic alliances, mergers and acquisitions; which will further
reinforce the predominant position it holds as a
business-to-business and business-to-consumer trading resource.
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 and this space is provided at no charge to
the Company by Inter-Continental Recycling Inc.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
& 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)
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 Keith A. Deck (Note 4) no shares 0%
46 Sherwood Drive
Guelph, Ontario Canada
Common Inter-Continental 22,950,000 shares (voting) 60.29%
Recycling, Inc. (Note 2)
(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 Keith A. Deck (Note 4) 612,000 shares (voting) 1.61%
(see above address)
Common Garbalizer Corporation 4,489,897 shares (voting & 11.79%
of America (Note 5) 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 he
has voting power. In addition, he may be deemed to be a beneficial owner
of the 58,033,269 Class N shares held by Inter-continental Recycling, Inc.
(4) Mr. Deck replaced Mr. Mikael Prydz, who resigned as an
officer and director in June, 2000.
(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.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------
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
Keith A. Deck 63 Director June, 2000
Paul Roszel has been involved with the business engaged in by the
Company since 1988. From 1988 to 1995, Mr. Roszel published a
newsletter entitled "The Recycler's Exchange", which was a
regional industry newsletter circulating to an estimated 3200
recycling based businesses throughout Ontario, Canada. In late
1994, Mr. Roszel began developing the concept of a web site
utilizing the World Wide Web on the Internet to distribute the
information regarding recyclable material markets electronically.
The web site was activated on-line in early May 1995. Mr. Roszel
has over 22 years of hands on experience in the recycling
industry. He has been actively involved in the development and
implementation of collection, processing, transportation and
sales/marketing programs for secondary commodities.
Richard R. Ivanovick also joined the Company in November 1998.
For the twenty-three years prior to the present, Mr. Ivanovick
has been serving as President of Marsh Tire Service Ltd., Ontario,
Canada, which company is involved in automobile service, sales
and leasing and car and truck rentals in the Guelph, Ontario area.
Keith A. Deck is a retired executive with experience in the
automobile and electrical manufacturing areas of business. He is
currently an investment partner in Hanna Canada Ltd., which manufactures
precision tools for automotive and aerospace industries. From 1987 to
late 1997, he was the general manager of the Rocktell and Autocom plant
operations of Linamar Corp., in the Ontario, Canada area.
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. 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.
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 2) 1998 $NIL
1997 $NIL
Keith A. Deck, Director (Note 1) NONE
NOTE 1: Mr. Deck was appointed to the Board of Directors of
the Company in June, 2000, to fill the vacancy created by the
resignation of Mikael Prydz as an officer and director of the
Company.
NOTE 2: For the years ended December 31, 1997 and 1998, Mr.
Richard R. Ivanovick, CFO, did not receive any salary or
benefits from the Corporation. As of this filing date, December
31, 1999, Mr. Ivanovick is not drawing any salary or benefits.
Mr. Ivanovick received 210,721 Class N shares in RecycleNet Utah in
lieu of wages prior to the March 19, 1999 reverse takeover.
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 US monthly for direct
costs for web hosting fees and utilization of bandwidth. It is
also billed monthly for services supplied directly for management
and sales activities, which vary monthly based on the activity
level.
Inter-Continental Recycling Inc. owns 58,033,269 Class N shares
and 22,950,000 common shares of RecycleNet Corporation. Inter-Continental
owned approximately 89% of the outstanding shares in RecycleNet
Corporation (Ontario) at the time of the reorganization between RecycleNet
and Garbalizer Machinery Corporation in April, 1999. It then exchanged
its equity interest in RecycleNet (Ontario) for Class X shares in
RecycleNet (Ontario) and an equal number of Class N shares in
RecycleNet (Utah), which are convertible into common shares of
RecycleNet (Utah).
In August, 1999, 2,000,000 Class N Shares were gifted to RecycleNet
Corporation by Mr. Paul Roszel, for which he received no compensation.
Subsequently, RecycleNet Corporation issued 2,000,000 common
shares to Mr. John C. Brewer, formerly the President of Garbalizer
Machinery Corporation, in consideration of Mr. Brewer rendering of
service to the Corporation and its new management in connection
with the March 19, 1999 reorganization of Garbalizer Machinery
Corporation into RecycleNet Corporation. Specifically, Mr. Brewer
primarily rendered consulting services regarding the structure and
operation of publicly held domestic corporations to Mr. Roszel and
the other officers and directors of RecycleNet Corporation (Ontario)
prior to and subsequent to the reorganization between RecycleNet and
Garbalizer Machinery Corporation in April, 1999.
On September 23, 1999 RecycleNet Corporation signed a letter
of intent to purchase 100% of the common shares of fiberglass.com,
inc., a Utah Company. Inter-Continental Recycling Inc. is the
majority owner of fiberglass.com, inc., which is controlled by
Mr. Paul Roszel and his family. Mr. Paul Roszel through his holdings
also controls the majority of the shares in RecycleNet Utah. This
acquisition is expected to be complete prior to December 31, 2000
under the terms included in the agreement.
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 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. These rights were assigned by Mr. Roszel 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. This agreement does grant Mr. Roszel
a $1,000 royalty payment for each Rhodium WebWeaver License
RecycleNet is able to secure. If and when any of these licenses
are processed, it will constitute a related party transaction.
Mr. Paul Roszel through his holdings also controls the majority of
the shares in RecycleNet 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 matalworld.com, inc., which is controlled
by Mr. Paul Roszel and his family. Mr. Paul Roszel through his holdings
also controls the majority of the shares in RecycleNet Utah.
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 Utah. 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 the Company may have
a direct or indirect interest in future potential business 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 38,105,255 common shares are issued and outstanding
at September 5, 2000 and 67,991,569 Class N voting, non-equity shares are
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).
Upon such surrender, the Company will issue one common share of
the Company and the Class N and Class X shares will be cancelled.
Subject to the foregoing, the owners of outstanding common shares
of the Company are entitled to receive dividends out of assets legally
available therefore at such times and in amounts as the directors
of the Company may determine. Each shareholder of common and each
shareholder of Class N shares is entitled to one vote for each common share or
Class N share held on all matters submitted to a vote of shareholders.
Cumulative voting for the election of directors is not provided for
in the Company's Articles of Incorporation as amended, which means that
the holders of a majority of the shares voted can elect all of the
directors then standing for election. The voting shares are not entitled
to preemptive rights and are not subject to conversion or redemption. Upon
a liquidation, dissolution or winding-up of the Company, the assets legally
available for distribution to stockholders are distributable equally among
the holders of the shares after payment of claims of creditors. Each
outstanding share is, and all shares that may be issued in the future, will
be fully paid and non-assessable.
There are no provisions in the Articles of Incorporation, as
amended, of the Company that would delay, defer, or prevent a change
in control of the Company.
The Company has no debt securities issued and the Company does
not contemplate issuing any in the near future.
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 and
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.
LEGAL PROCEEDINGS
-----------------
The Company is not a party to any pending legal proceedings nor is
any of its property the subject of any pending legal proceedings.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
---------------------------------------------
As at December 31, 1999 the Company does not have any changes in
or accounting convention 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 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
all classes of 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.
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.
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.
PART F/S
PART III
PART III, ITEM 1
INDEX TO EXHIBITS
-----------------
Page
2 Stock Exchange Agreement
3(a) Articles of Amendment to Articles of
Incorporation
3(b) Corrected Articles of Amendment
27 Financial Data Schedule
The Form 10-QSB for the quarter ended June 30, 2000 is
incorporated herein by this reference.
<PAGE>
RECYCLENET CORPORATION
INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Certified Public Accountants. . . . . . . . . . F-2
Consolidated Balance Sheets - December 31, 1999 and 1998. . . . . . . F-3
Consolidated Statements of Operations for the Years Ended
December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 1998 and 1999. . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows for the Years ended
December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . F-7
F-1
<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
(801) 532-2200
MEMBER OF AICPA DIVISION OF FIRMS Fax (801) 532-7944
MEMBER OF SECPS 345 East Broadway, Suite 200
MEMBER OF SUMMIT INTERNATIONAL ASSOCIATES Salt Lake City, Utah 84111-2693
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders and the Board of Directors
RecycleNet Corporation
We have audited the consolidated balance 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 raises substantial doubt about its
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 1. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
March 13, 2000
F-2
<PAGE>
RECYCLENET CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
----------------------
1999 1998
---------- ----------
ASSETS
Current Assets
Cash . . . . . . . . . . . . . . . . . . . . . $ 61,167 $ 55,257
Trade accounts receivable, net of $2,168 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
<PAGE>
RECYCLENET CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years
Ended December 31,
------------------------
1999 1998
----------- -----------
Sales . . . . . . . . . . . . . . . . . . . . . . $ 579,617 $ 100,974
Cost of Sales . . . . . . . . . . . . . . . . . . 379,853 14,033
----------- -----------
Gross Profit. . . . . . . . . . . . . . . . . . . 199,764 86,941
----------- -----------
Operating Expenses
General and administrative expenses. . . . . . . 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 . . . . . $ (0.05) $ (0.00)
=========== ==========
Weighted-Average Common Shares Used in Per Share
Calculation. . . . . . . . . . . . . . . . . . . 24,418,364 69,211,287
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
<PAGE>
RECYCLENET CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Class N Convertible
Shares (and Class X
Shares of Amalco
(RecycleNet Ontario)) Common Shares Additional Total
----------------------- ----------------------- Paid-in Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Equity
----------- ---------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1997. . . . . 68,975,240 $ 689,752 - $ - $ (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
<PAGE>
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
<PAGE>
RECYCLENET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1-ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements present the consolidated financial
position of RecycleNet Corporation and subsidiaries and the results of their
operations and their cash flows in accordance with accounting principles
generally accepted in the United States.
BASIS OF PRESENTATION - 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
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.
F-7
<PAGE>
USE OF ESTIMATES - The preparation of financial
statements in conformity with generally accepted
accounting principles requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the
financial statements and the reported amounts of
revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
BUSINESS CONDITION - The Company has experienced
operating losses of $1,129,679 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. Customer payments received
in advance of services are recorded as deferred revenue
and then recognized proportionately as services are performed.
FAIR VALUES OF FINANCIAL INSTRUMENTS - The amounts
reported as cash, trade accounts receivable, accounts
payable, accrued liabilities and deferred revenue are
considered to be reasonable approximations of their fair
values. The fair value estimates were based on market
information available to management at the time of the
preparation of the financial statements.
BASIC AND DILUTED LOSS PER COMMON SHARE - Basic loss per common
share was calculated by dividing net loss by the weighted-average
number of common shares outstanding until they were converted
into Class N (and Class X) shares on March 19, 1999. Thereafter,
basic loss per common shares was based on the weighted-average
number of common shares outstanding. Diluted loss per share was
calculated to give effect to potentially issuable common shares
except during loss periods when those potentially issuable shares
would be anti-dilutive. There were 68,130,269 and 0 potentially
issuable common shares at December 31, 1999 and 1998, respectively,
which were excluded from the calculation of diluted loss per share.
NOTE RECEIVABLE FROM SUPPLIER - At December 31, 1999, the Company
had loaned $15,000 to Andela Tool & Machine, an unrelated third-party
from which the Company purchased Andela Products Ltd. Repayment of the
note is expected by December 31, 2000. The loan is unsecured. The loan
is non-interest bearing and payment terms have not been established.
CAPITALIZED SOFTWARE COSTS - Computer software development costs
incurred in the development of web sites for customers are charged to
cost of sales at the time sales are recognized.
Computer software costs incurred for internal use are expensed as
incurred during the preliminary evaluation stage, are capitalized during
the acquisition and development stage, and are expensed during the
operation stage, including training and maintenance. Capitalizable
software development costs for internal use were not material for the
years ended December 31, 1998 and 1999.
COMPUTER EQUIPMENT - Equipment is stated at cost.
Maintenance and repairs of equipment are charged to
operations and major improvements are capitalized. Upon
retirement, sale, or other disposition, the cost and
accumulated depreciation are eliminated from the
accounts and gain or loss is included in operations.
Depreciation is computed using the straight-line method
over the estimated useful lives of the property and
equipment, which are three to four years. Depreciation
expense was $2,758 and $762 for the years ended December
31, 1999 and 1998, respectively.
ADVERTISING COSTS - Advertising costs are charged to
expense in the period incurred. Advertising expense for
the years ended December 31, 1999 and 1998 were $7,841
and $473, respectively.
NOTE 2-ACQUISITION OF ANDELA PRODUCTS LTD.
The Company acquired Andela Products Ltd. by issuing 386,900 shares
of Class N and Class X common stock on March 11, 1999. The common shares
issued were recorded at their fair value of $196,932. The acquisition
was accounted for using the purchase method of accounting. The
acquisition was for the purpose of obtaining marketing rights to glass
recycling equipment produced by Andela T & M which had been transferred
to Andela Products Ltd. Accordingly, the purchase price was allocated
entirely to the marketing rights. Due to the uncertainty of realizing
the marketing rights in the future, they were considered impaired and
written off during 1999.
F-8
<PAGE>
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
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 carryforwards for tax purposes of
$116,783 which expire between 2005 and 2012. In
addition, the Company has U.S. operating loss
carryforwards of approximately $157,958 which 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.
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
F-9
<PAGE>
their fair value of $423,917 or $0.51 per share based upon
the price shares were issued for cash during that same
time. The shares were issued to individuals who consisted of
employees of the Company's ISP service provider, the president
of the Company, an employee of Inter-Continental (an affiliate of
the Company), a lawyer and the internal accountant for the Company.
On March 11, 1999 the Company issued 386,900 shares of
Class N and Class X common stock to acquire Andela
Corporation, as explained in Note 2. The value assigned
to the shares was $0.51 per share based on the market
value at which the Company's common shares traded for cash
previous to the reorganization.
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.
ITEM. 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
As at December 31, 1999 the company does not have any changes in
or accounting convention disagreements with any of its independent
accountants.
Part III
ITEM. 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The directors and officers of the Company are as follows:
Name Age Position Term of Office
------------ ---- ---------------------------------- --------------------
Paul Roszel 43 Chairman of the Board of Directors Inception to Present
Mikael Prydz 35 President, CEO & Director 3/99 to 02/03/00
Richard R.
Ivanovick CA 59 Chief Financial Officer & Director 3/99 to present
Paul Roszel has been involved with the business engaged in by the
Company since 1988. From 1988 to 1995, Mr. Roszel published a
newsletter entitled "The Recycler's Exchange", which was a
regional industry newsletter circulating to an estimated 3200
recycling based businesses throughout Ontario, Canada. In late
1994, Mr. Roszel began developing the concept of a web site
utilizing the World Wide Web on the Internet to distribute the
information regarding recyclable material markets electronically.
The web site was activated on-line in early May 1995. Mr. Roszel
has over 22 years of hands on experience in the recycling
industry. He has been actively involved in the development and
implementation of collection, processing, transportation and
sales/marketing programs for secondary commodities.
Mikael L. Prydz joined the Company in November 1998, and was
appointed President and CEO in March 1999. Effective March 20,
2000 Mr. Prydz has resigned his Directorship and Presidency to pursue
other interests.
Richard R. Ivanovick CA also joined the Company in November 1998.
For the twenty-three years prior to the present, Mr. Ivanovick has
been serving as President of Marsh Tire Service Ltd., Ontario,
Canada, which company is involved in automobile service, sales
and leasing and car and truck rentals in the Guelph, Ontario area.
Mr. Ivanovick intends to divest himself of ownership in that
business and devote his whole efforts to the business of the
Company commencing in the Year 2000.
The Company's form 10-SB registration statement became effective on
February 2, 2000. At that date, the foregoing persons were required to
have filed Initial Statements of Beneficial Ownership of Securities on
Form 3. None of these persons owns, directly or indirectly, any common
shares of the Company. Each of them, however, owns class N shares of
the Company, which are convertible into common shares on a one-to-one
basis. Due to a misunderstanding of the filing requirements, these
persons were late in reporting their ownership of the Class N shares.
The Forms 3 have been filed with the Securities and Exchange Commission
and fully disclose their ownership of securities of the Company.
Further, the Company has instituted a Reporting Compliance program
designed to avoid late filings of Forms under Section 16 in the future.
ITEM. 10 EXECUTIVE COMPENSATION
The following table shows compensation earned during fiscal 1998
and 1999 by the Officers and Directors of the Company. They are
the only persons who received compensation during those periods.
No other miscellaneous compensation was paid or stock options
granted during those periods.
<PAGE>
Summary Compensation Table
--------------------------
Name & Principal Positions Fiscal Year Salary
-------------------------- ----------- ----------
Paul Roszel, Chairman of the 1999 $27,000 US
Board of Directors 1998 $27,000 US
Mikael Prydz, President, CEO
& Director (Note 1) 1999 $23,000
1998 $NIL
Richard R. Ivanovick CA, CFO (Note 2) 1999 $NIL
1998 $NIL
Note 1: For the years ended December 31, 1998, Mr. Mikael Prydz,
President and Director did not receive any salary or benefits of the
Corporation. As of May 1, 1999 Mr. Prydz has started receiving a salary
of $33,800 US per year. In addition, Mr. Prydz received 180,052 Class N
shares in RecycleNet Utah in lieu of wages prior to the March 19, 1999
reverse takeover.
Note 2: For the years ended December 31, 1998 and 1999, Mr. Richard R.
Ivanovick, CFO did not receive any salary or benefits of
the Corporation. As of this filing date, March 2000, Mr. Ivanovick is
not drawing any salary or benefits. Mr. Ivanovick received 210,721
Class N shares in RecycleNet Utah in lieu of wages during 1998 and 1999
prior to the March 19, 1999 reverse takeover.
ITEM. 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following tables sets forth, as of the date herein, the share
ownership of each person known by the Company to be the beneficial owner
of 5% or more of the Company's shares, each officer and director
individually and all directors and officers of the Company as a group.
Percentage of
Ownership
(on a fully
Title Name & Address of Amount and Nature converted
of Class Beneficial Owner of Beneficial Owner basis)
-------- ------------------- ------------------------- ---------
Class N Inter-Continental 58,033,269 shares (voting) 73.70%
Recycling, Inc. (Note 2)
7 Darren Place
Guelph, Ontario Canada
Class N Paul Roszel 3,526,312 shares (voting) 4.48%
7 Darren Place
Guelph, Ontario Canada
Class N Mikael Prydz 517,129 shares (voting) 0.66%
352 Green Acres Drive Resigned as Director
Waterloo, Ontario and President/CEO
Canada March 20, 1999 (Note 3)
Class N Richard R. Ivanovick CA 597,722 shares (voting) 0.76%
23 Cottontail Place
Cambridge, Ontario
Canada
<PAGE>
Common Garbalizer Corporation 4,489,897 shares (voting & 5.70%
of America investment)
1588 South Main 2nd (Note 4)
Fl. Suite 200
Salt Lake City, Utah
USA
(1) Class N shares are convertible into common
shares on a one for one basis.
(2) Inter-Continental Recycling Inc. is owned and
beneficially held by the immediate family of Mr.
Paul Roszel, a director of the Company.
(3) Mr. Mikael Prydz owns 517,129 Class N shares,
which he holds both personally and through
Investors Retirement Holdings Inc., a company that
he controls.
(4) Garbalizer Corporation of America owns
3,569,897 common shares directly and Garb-Oil &
Power Corporation (a company controlled by
Garbalizer Corporation of America) owns 920,000
common shares equating to 4,489,897 common shares
beneficially owned.
ITEM. 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has an agreement with Inter-Continental Recycling, Inc., an
Ontario Corporation with its Head Office address at 7 Darren Place,
Guelph Ontario. Inter-Continental Recycling, Inc. is controlled 100% by
the immediate family of Mr. Paul Roszel and owns 58,033,269 Class N shares
of RecycleNet Corporation.
Inter-Continental Recycling Inc. operates a pool of qualified personnel,
working on development projects, computer programming updates and sales
activities for various companies.
RecycleNet Corporation is billed $860.00 US monthly for direct costs for
web hosting fees and utilization of bandwidth. It is also billed
monthly for services supplied directly for management and sales
activities, which vary monthly based on the activity level.
In August 1999, 2,000,000 Class N Shares were gifted to RecycleNet
Corporation by Mr. Paul Roszel, for which he received no compensation.
Subsequently, RecycleNet Corporation issued 2,000,000 common shares to
Mr. John C. Brewer, formerly the President of Garbalizer Machinery
Corporation, in consideration of Mr. Brewer rendering of service to the
Corporation and its new management in connection with the March 19, 1999
reorganization of Garbalizer Machinery Corporation into RecycleNet
Corporation.
On September 23, 1999 RecycleNet Corporation signed a letter of intent
to purchase 100% of the common shares of fiberglass.com, inc., a Utah
Company. Inter-Continental Recycling Inc. is the majority owner of
fiberglass.com, inc., which is controlled by Mr. Paul Roszel and his
family. Mr. Paul Roszel through his holdings also controls the majority
of the shares in RecycleNet Utah. This acquisition is expected to be
complete prior to December 31, 2000 under the terms included in the
agreement.
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 Utah.
On December 16, 1999 the Company signed an agreement securing the
Distribution Rights for the Rhodium WebWeaver TurnKey E-Commerce
system. These rights were assigned by Mr. Roszel 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. This agreement does grant Mr. Roszel
a $1,000 royalty payment for each Rhodium WebWeaver License
RecycleNet is able to secure. If and when any of these licenses
are processed, it will constitute a related party transaction.
Mr. Paul Roszel through his holdings also controls the majority of the
shares in RecycleNet 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 matalworld.com, inc., which is controlled by
Mr. Paul Roszel and his family. Mr. Paul Roszel through his holdings
also controls the majority of the shares in RecycleNet Utah.
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 Utah.
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.
<PAGE>
The Company intends to enter into agreements in the future with other
companies or entities to process credit card merchant transactions, for
which the Company will receive a fee. Officers, directors and greater
than 5% shareholders of the Company may have a direct or indirect
interest in future potential business or entities in the recycling
industry.
ITEM. 13 EXHIBITS AND REPORTS ON FORM 8-K
None; not applicable
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
September 14, 2000
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.
September 14, 2000
BY: /s/ Paul Roszel
-----------------------------------------------
Paul Roszel, Chairman of the Board of Directors
September 14, 2000
BY: /s/ Richard R. Ivanovick
-----------------------------------------------
Richard R. Ivanovick, C.A., CFO
<PAGE>
