SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K\A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
JULY 14, 2000
(Date of Earliest Event Reported)
Commission File Number 1-15497
RecycleNet Corporation
(Exact name of small business issuer in its charter)
Utah 87-0301924
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7 Darren Place, Guelph, ON N1H 6J2, Canada
(Address of principal executive offices, including Zip Code)
519-767-2913
(Registrant's telephone number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None; not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 14, 2000, RecycleNet Corporation acquired all of the
outstanding capital stock of metalworld.com, inc., a Utah
corporation. The metalworld.com, inc. shares were acquired
primarily from current holders of Class N shares of RecycleNet.
The consideration for the acquisition was 27,322,608 shares
common stock. The acquisition was recorded at the historical cost
of the assets and liabilities of metalworld.com, inc.
The assets of metalworld.com, inc. included $25,000 in cash, the
Internet portal MetalWorld, as well as the domain name
metalworld.com.
Audited financial statements for metalworld.com, inc. as well as
related pro forma financial information has been included
elsewhere herein.
The metalworld.com shares were acquired primarily from current
holders of Class N shares of the registrant. The Class N shares
are convertible into common shares of the registrant on a one-for-
one basis at the discretion of the holders thereof. The largest
shareholder of metalworld.com, inc. was Inter-Continental
Recycling Inc., which received 22,950,000 common shares of the
registrant, or 84% of the shares issued by it, in the
acquisition. Inter-Continental Recycling, Inc., owns 58,033,269
Class N shares of the registrant, which is 87% of the currently
outstanding Class N shares of the registrant. Inter-Continental
is beneficially owned by Paul Roszel, the President and a
director of the registrant. In addition, Mr. Roszel owns of
record 5,526,312 Class N shares, or 8.3% of the outstanding Class
N shares of the registrant and he and his wife received an
aggregate of 923,847 common shares of the registrant, directly
and indirectly, in exchange for their shares in metalworld.com,
inc.
Richard Ivanovick, an officer and director of the registrant,
holds directly and indirectly an aggregate of 636,422 Class N
shares of the registrant and received 612,000 common shares in
exchange for shares in metalworld.com, inc. owned by him.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None; not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None; not applicable
ITEM 5. OTHER EVENTS
None; not applicable
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
None; not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
None; not applicable
ITEM 8. CHANGE IN FISCAL YEAR
None; not applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION 5
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
RECYCLENET CORPORATION
January 12, 2001
By: /s/ Paul Roszel
---------------------------
Paul Roszel, Chairman
of the Board of Directors
<PAGE>
RECYCLENET CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Page
RecycleNet Corporation and Subsidiaries
Pro Forma Condensed Statements of Operations (Unaudited) F-2
Pro Forma Condensed Consolidated Statement of Operations
for the Nine Months Ended September 30, 2000 (Unaudited) F-3
Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 1999 (Unaudited) F-4
metalworld.com, inc.
Report of Independent Certified Public Accountants F-5
Balance Sheets - June 30, 2000 and December 31, 1999 F-6
Statements of Operations for the Six Months Ended June 30,
2000, for the Period from September 29, 1999 (Date of
Inception) through December 31, 1999 and Cumulative from
September 29, 1999 (Date of Inception) through June 30, 2000 F-7
Statements of Stockholders' Deficit for the Period from
September 29, 1999 (Date of Inception) through December 31,
1999 and for the Six Months Ended June 30, 2000 F-8
Statements of Cash Flows for the Six Months Ended June 30,
2000, for the Period from September 29, 1999 (Date of
Inception) through December 31, 1999 and Cumulative from
September 29, 1999 (Date of Inception) through June 30, 2000 F-9
Notes to Financial Statement F-10
F-1
<PAGE>
RECYCLENET CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
On July 14, 2000, RecycleNet Corporation ("RecycleNet") issued
27,322,608 shares of common stock in exchange for all of the
issued and outstanding common stock of metalworld.com, inc. Prior
to the exchange, metalworld.com, inc. was owned primarily by the
holders of Class N shares of RecycleNet. Since the exchange was
between entities under common control, the purchase of
metalworld.com, inc. has been accounted for at historical cost in
a manner similar to pooling of interests.
The accompanying pro forma condensed consolidated statements of
operations are derived from the historical consolidated financial
statements of RecycleNet for the nine months ended September 30,
2000 and for the year ended December 31, 1999 and the notes
thereto and the historical financial statements of
metalworld.com, inc. and notes thereto, and should be read in
connection with those historical financial statements. The
accompanying pro forma condensed statements of operations have
been prepared to present the effects of the above transactions as
though they had occurred on September 29, 1999, the date
metalworld.com, inc. was formed. The pro forma financial data is
presented for informational purposes only and may not be
indicative of the future results of operations or what the
results of operation would have been had these transactions
occurred on September 29, 1999.
F-2
<PAGE>
RECYCLENET CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
RecycleNet metalworld Pro Forma
----------- ---------- -----------
<S> <C> <C> <C>
Sales $ 1,685,814 $ -- $ 1,685,814
Cost of Sales 1,291,356 -- 1,291,356
----------- ---------- -----------
Gross Profit 394,458 -- 394,458
----------- ---------- -----------
Operating Expenses
General and administrative expenses 342,517 4,747 347,264
Exchange gain (1,969) -- (1,969)
----------- --------- ------------
Total Operating Expenses 340,548 4,747 345,295
----------- --------- ------------
Net Income (Loss) $ 53,910 $ (4,747) $ 49,163
=========== ========= ============
Basic Income Per Common Share $ 0.00 $ 0.00
=========== ============
Diluted Income Per Common Share $ 0.00 $ 0.00
=========== ============
Weighted-Average Number of Common Shares
Used in Basic Income Per Common Share 18,920,084 38,464,724
=========== ============
Weighted-Average Number of Common Shares
and Dilutive Potential Common Shares
Used in Diluted Income Per Common
Share Calculation 86,552,185 106,096,824
=========== ============
</TABLE>
F-3
<PAGE>
RECYCLENET CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
RecycleNet metalworld Pro Forma
----------- ---------- -----------
<S> <C> <C> <C>
Sales $ 579,617 $ -- $ 579,617
Cost of Sales 379,853 -- 379,853
----------- ---------- -----------
Gross Profit 199,764 -- 199,764
----------- ---------- -----------
Operating Expenses
General and administrative expenses 307,885 2,550 310,435
Exchange loss 709 -- 709
Impairment of marketing rights 196,932 -- 196,932
Professional fees (paid with stock) 423,917 -- 423,917
Merger and acquisition expense
(paid with stock) 400,000 -- 400,000
----------- ---------- -----------
Total Operating Expenses 1,329,443 2,550 1,331,993
----------- ---------- -----------
Net Loss $(1,129,679) $ (2,550) $(1,132,229)
=========== ========== ===========
Basic and Diluted Loss Per Common Share $ (0.05) $ (0.04)
=========== ===========
Weighted-Average Common Shares Used in
Per Share Calculation 24,418,364 31,435,646
=========== ===========
</TABLE>
F-4
<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 300 South, Suite 200
Member of Summit International Associates, Inc. Salt Lake City, Utah 84111-2693
www.hbmcpas.com
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and the Stockholders
metalworld.com, inc.
We have audited the accompanying balance sheets of
metalworld.com, inc., a development stage enterprise, as of June
30, 2000 and December 31, 1999, and the related statements of
operations, stockholders' deficit and cash flows for the six
months ended June 30, 2000, for the period from September 29,
1999 (date of inception) through December 31, 1999, and
cumulative from September 29, 1999 (date of inception) through
June 30, 2000. 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 financial statements referred to above
present fairly, in all material respects, the financial position
of metalworld.com, inc. as of June 30, 2000 and December 31, 1999
and the results of its operations and its cash flows for the six
months ended June 30, 2000, for the period from September 29,
1999 (date of inception) through December 31, 1999, and
cumulative from September 29, 1999 (date of inception) through
June 30, 2000, in conformity with accounting principles generally
accepted in the United States.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has had
limited operating history and has no revenues to date. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to
those matters are also described in Note 1. The financial
statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result
should the Company be unable to continue as a going concern.
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
December 1, 2000
F-5
<PAGE>
metalworld.com, inc.
(A Development Stage Enterprise)
BALANCE SHEET
June 30, December 31,
2000 1999
---------- ----------
ASSETS
Current Assets
Cash $ 226 $ --
---------- ----------
Total Assets $ 226 $ --
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Payable to shareholder $ 584 $ 300
Accrued web site hosting fees 6,750 2,250
---------- ----------
Total Current Liabilities 7,334 2,550
---------- ----------
Stockholders' Deficit
Common stock - no par value; 100,000,000
shares authorized; 17,730,000 shares
issued and outstanding 189 189
Receivable from shareholders -- (189)
Deficit accumulated during the development
stage (7,297) (2,550)
---------- ----------
Total Stockholders' Deficit (7,108) (2,550)
---------- ----------
Total Liabilities and Stockholders' Deficit $ 226 $ --
========== ==========
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
metalworld.com, inc.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Cumulative
For the For the
Period From Period From
September 29, September 29,
1999 1999
(Date of (Date of
For the Six Inception) Inception)
Months Ended Through Through
June 30, December 31, June 30,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
Operating Expenses
General and administrative expenses 4,747 2,550 7,297
----------- ----------- -----------
Net Loss $ (4,747) $ (2,550) $ (7,297)
=========== =========== ===========
Basic and Diluted Loss Per Share $ (0.00) $ (0.00) $ (0.00)
=========== =========== ===========
Weighted Average Shares Used
In Per Share Calculations 17,730,000 17,730,000 17,730,000
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
metalworld.com, inc.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Receivable During the Stockholders'
----------------------- from Development Equity
Shares Amount Shareholders Stage (Deficit)
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance - September 29, 1999
(Date of Inception) -- $ -- $ -- $ -- $ --
Stock issued for a receivable
from shareholders, September
through November 1999, $0.00
per share 17,730,000 189 (189) -- --
Net loss -- -- -- (2,550) (2,550)
----------- ---------- ---------- ---------- ----------
Balance - December 31, 1999 17,730,000 189 (189) (2,550) (2,550)
Cash received from shareholders,
January 2000 -- -- 189 -- 189
Net loss -- -- -- (4,747) (4,747)
----------- ---------- ---------- ---------- ----------
Balance - June 30, 2000 17,730,000 $ 189 $ -- $ (7,297) $ (7,108)
=========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-8
<PAGE>
metalworld.com, inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative
For the For the
Period From Period From
September 29, September 29,
1999 1999
(Date of (Date of
For the Six Inception) Inception)
Months Ended Through Through
June 30, December 31, June 30,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net loss $ (4,747) $ (2,550) $ (7,297)
Adjustments to reconcile net loss to
net cash used in operating activities:
Change in accrued web site hosting fees 4,500 2,250 6,750
----------- ----------- -----------
Net Cash Used In Operating Activities (247) (300) (547)
----------- ----------- -----------
Cash Flows From Financing Activities
Payable to shareholder 284 300 584
Collection of receivable from shareholders 189 -- 189
----------- ----------- -----------
Net Cash Provided By Financing
Activities 473 300 773
----------- ----------- -----------
Net Change In Cash 226 -- 226
Cash at Beginning of Period -- -- --
----------- ----------- -----------
Cash at End of Period $ 226 $ -- $ 226
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-9
<PAGE>
metalworld.com, inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations - metalworld.com, inc. (the
Company) was incorporated under the laws of the State of Utah on
September 29, 1999. The Company is a development stage enterprise
seeking to develop business in the areas of designing Internet
sites, Internet advertising and Internet trading of consumable
recyclable goods.
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 in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Business Condition - The accompanying financial statements have
been prepared in conformity with accounting principles generally
accepted in the United States, which contemplates continuation of
the Company as a going concern. The Company has had a limited
operating history and has had no revenues to date. The Company
has suffered losses from operations totaling $7,297 and has had
negative cash flows from operations since inception. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern. The Company's continued existence is
dependent upon its ability to raise additional capital, obtain
financing, and achieve profitable operations. In July 2000,
Management reorganized the Company into RecycleNet Corporation.
The financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going
concern.
Basic and Diluted Loss Per Share - Basic and diluted loss per
share is computed by dividing net loss by the weighted-average
number of common shares outstanding during the period.
NOTE 2 - PAYABLE TO SHAREHOLDER
Since the inception of the Company on September 29, 1999, a
shareholder of the Company has loaned the Company cash for use in
its operations. The balance due to the shareholder, as of June
30, 2000 and December 31, 1999, was $584 and $300, respectively.
The payable to the Shareholder is due on demand and is not
interest bearing.
NOTE 3 - COMMON STOCK
During the period ended December 31, 1999, the Company issued
15,000,000 shares of common stock to a shareholder for a
receivable of $15, or $0.00 per share; issued 2,400,000 shares
for receivables of $24, or $0.00 per share; issued 200,000 shares
for receivables of $20, or $0.00 per share; and 130,000 shares
for receivables of $130, or $0.00 per share. All $189 of the
related receivables were collected from the shareholders during
January 2000.
During the period from the Company's formation through June 30,
2000, no services were contributed to the Company by any
individual or company.
F-10
<PAGE>
NOTE 4 - SUBSEQUENT EVENTS
During July 2000, the Company issued 127,914 common shares for
$29,420 in cash, or $0.23 per share.
On July 14, 2000, all of the Company's outstanding common stock
was acquired by RecycleNet Corporation, a company under common
control with the Company. The Company's shareholders received
27,322,608 common shares of RecycleNet Corporation in exchange
for all of the 17,857,914 outstanding common shares of the
Company.
F-11
