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
January 2, 2001
(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 January 2, 2001, RecycleNet Corporation acquired all of
the outstanding capital stock of fiberglass.com, inc.,a Utah
Corporation. The fiberglass.com shares were acquired primarily from
current holders of Class N shares of the registrant. The consideration
for the acquisition was 32,500,650 shares of common stock. The
acquisition will be recorded at the historical cost of the assets
and liabilities of fiberglass.com, inc.
The assets of fiberglass.com, inc. included $108,798.20 USD in cash, the
Internet portal "Fiberglass World," the Internet portal "House of Glass,"
as well as the domain names fiberglass.com, glasschange.com, and
glasschange.net, and other intangible assets relating to customers'
access to these Internet portals.
Audited financial statements for fiberglass.com, inc. as well as related
pro forma financial information will be included in an amendment to this
document.
There were no outstanding liabilities or debts in fiberglass.com, inc.
The fiberglass.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 fiberglass.com, inc. was Inter-Continental Recycling Inc., which
received 15,637,852 common shares of the registrant, or 48% 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 87.34% 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 1,785,750 common shares of the
registrant, directly and indirectly, in exchange for their shares in
fiberglass.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 2,857,200 common shares in exchange for shares
in fiberglass.com, inc. owned by him.
Keith A. Deck, a director of the registrant received 200,004 common
shares in exchange for shares on fiberglass.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 11, 2001
BY: /s/ Paul Roszel
------------------------
Paul Roszel, Chairman
of the Board of Directors
