RECYCLENET CORP - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - RECYCLENET CORP	Financial_Report.xls
EX-31.2 - CHIEF FINANCIAL OFFICER CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - RECYCLENET CORP	mydo10q20110331ex31-2.htm
EX-32.2 - CHIEF FINANCIAL OFFICER CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - RECYCLENET CORP	mydo10q20110331ex32-2.htm
EX-32.1 - CHIEF EXECUTIVE OFFICER CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - RECYCLENET CORP	mydo10q20110331ex32-1.htm
EX-31.1 - CHIEF EXECUTIVE OFFICER CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - RECYCLENET CORP	mydo10q20110331ex31-1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: March 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO __________

Commission File Number 1-15497

Maydao Corporation

(Formerly 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)

4804 Skycrest Park Cove Salt Lake City, Utah 84108

(Address of principal executive offices, including Zip Code)

801-531-0404

(Issuer's telephone number)

(Copies to:)

Steve Taylor, 4804 Skycrest Park Cove Salt Lake City, Utah 801 578-3283

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

Yes ( x ) No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large Accelerated Filer ( )	Accelerated Filer ( )
Non-Accelerated Filer ( )	Smaller Reporting Company ( x )

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act: Yes ( x ) No ( )

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest applicable date:

The number of common shares outstanding at May 13, 2011: 8,685,742

MAYDAO CORPORATION

FORM 10-Q

QUARTER ENDED March 31, 2011

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

Condensed Balance Sheets March 31, 2011 and December 31, 2010 (Unaudited)		3

Condensed Statements of Operations for the Three Months Ended March 31, 2011 and 2010 (Unaudited)		4

Condensed Statements of Cash Flows for the Three Months Ended March 31, 2011 and March 31, 2010 (Unaudited)		5

Notes to Condensed Financial Statements (Unaudited)		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10

Item 4T.	Controls and Procedures	10

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	11

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3.	Defaults Upon Senior Securities	11

Item 5.	Other Information	11

Item 6.	Exhibits	11

Signatures		12

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MAYDAO CORPORATION
CONDENSED BALANCE SHEETS
(Unaudited)
	March 31,			December 31,
	2011			2010
ASSETS
Current Assets
Cash	$	491		$	685
Total Current Assets		491			685
Total Assets	$	491		$	685

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Related party accounts payable	$	88,700		$	88,100
Accrued liabilities		18,255			16,500
Total Current Liabilities		106,955			104,600
Stockholders' Deficit
Class N convertible shares $0.01 par value;
70,896,789 shares authorized; 0 shares
issued and outstanding, respectively		-			-
Common shares - $0.01 par value; 179,103,211 shares authorized;
8,685,742 shares issued and oustanding		86,857			86,857
Additional paid-in capital		1,289,574			1,289,574
Accumulated deficit		(1,482,895	)		(1,480,346	)
Total Stockholders' Deficit		(106,464	)		(103,915	)
Total Liabilities and Stockholders' Deficit	$	491		$	685

See the accompanying notes to the condensed unaudited financial statements.

MAYDAO CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	For the Three Months
	Ended March 31,
	2011			2010
Sales	$	-		$	-
Operating Expenses
Selling, general and administrative expenses		2,549			20,313
Total Operating Expenses		2,549			20,313
Net Loss	$	(2,549	)	$	(20,313	)

Basic Loss Per Common Share	$	-		$	-
Diluted Loss Per Common Share	$	-		$	-
Basic Weighted-Average Common Shares Outstanding		8,685,742			8,684,239
Diluted Weighted-Average Common Shares Outstanding		8,685,742			8,684,239

See the accompanying notes to the condensed unaudited financial statements.

MAYDAO CORPORATION
CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)

	March 31,			March 31,
	2011			2010
Cash Flows From Operating Activities
Net loss	$	(2,549	)	$	(20,313	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Changes in assets and liabilities:
Prepaid expenses		-			1,000
Accrued liabilities		1,755			(7,880	)

Net Cash Used in Operating Activities		(794	)		(27,193	)

Cash Flows From Investing Activities		-			-

Cash Flows From Financing Activities
Advances from related party		600			26,500
Net Cash Provided by Financing Activities		600			26,500
Net Change in Cash		(194	)		(693	)
Cash at Beginning of Period		685			2,613
Cash at End of Period	$	491		$	1,920

Non-Cash Investing and Financing Activities:
Issuance of 10,000 shares of common stock for consulting services provided	$	-		$	1,000

See the accompanying notes to the condensed unaudited financial statements.

MAYDAO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1–ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying condensed financial statements have been prepared by Maydao Corporation and are unaudited. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation in accordance with accounting principles generally accepted in the United States of America.

The accompanying unaudited interim financial statements have been condensed pursuant to the rules and regulations of the Securities and Exchange Commission; therefore, certain information and disclosures generally included in financial statements have been condensed or omitted. These financial statements should be read in conjunction with the Company's annual financial statements included in the Company's annual report on Form 10-K as of December 31, 2010. The financial position and results of operations of the interim periods presented are not necessarily indicative of the results to be expected for the year ended December 31, 2011.

Business Condition – These financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2011, the Company has an accumulated deficit of $1,482,895 and has experienced losses and negative cash flows from operations for the three months then ended. In addition, upon the divestiture of Scrap.net, Inc, as of November 30, 2009, the Company no longer has operations. This situation raises substantial doubt about its ability to continue as a going concern. The Board of Directors has discussed an orderly dissolution of the Company in the event the company is unable to continue as a going concern due to the lack of operations and inability to obtain financing or merger/acquisition candidates. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2–RELATED PARTY TRANSACTIONS

As of March 31, 2011, the Company has received advances of $88,700 from Scrap.Net, Inc. These funds were advanced so that the Company could pay for certain expenses such as legal and accounting expenses. The Company anticipates that Scrap.Net, Inc., if required, will provide additional funds; however, there is no assurance that future funds will be loaned. This loan is due on demand and bears no interest.

Scrap.Net Inc is a wholly owned subsidiary of Inter-Continental Recycling Inc. Inter-Continental Recycling Inc. is the majority shareholder of the Company, an entity controlled by Mr. Paul Roszel, the President and Chief Executive Officer and the Chairman of the Board of Directors of the Company and his immediate family

NOTE 3– STOCKHOLDERS' EQUITY

The Company is authorized to issue 250,000,000 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 shares. The Class N shares have voting rights of one vote per share and are non-equity participating shares. The Class N shares are convertible into common shares on the basis of one Class N share into one common share of the Company, solely at the option of the holders.

The Company is a “Shell Company” operating under the name “Maydao Corporation” with the stock symbol of “MYDO”.

On December 15, 2009, Maydao Corporation retained IBC USA, Inc, a professional consulting firm specializing in USA & China Capital formation, as a strategic advisor in developing its new strategic corporate initiative. IBC USA, Inc. will seek prospective reverse merger candidates on behalf of the Company, with a focus on companies from China that desire to expand into the USA. Maydao Corporation issued IBC USA, Inc. 10,000 common “restricted” shares as total compensation for the services provided by IBC USA, Inc. The 10,000 common shares were valued based on the adjusted market close price as of December 15, 2009 at $1,000 and were recorded as a prepaid expense and accrued liability as the shares were issuable, but had not yet been issued as of December 31, 2009. The shares were issued to IBC USA, Inc. in February 2010 and the expense was recorded.

NOTE 4–BASIC AND DILUTED LOSS PER COMMON SHARE

Basic and Diluted Loss per Common Share - Basic loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding. Diluted income per common share is calculated by dividing net income by the weighted-average number of Class N shares and common shares outstanding to give effect to potentially issuable common shares, except during loss periods when those potentially issuable shares are anti-dilutive.

As of March 31, 2011 and December 31, 2010 there were no outstanding Class N shares and no incremental potentially issuable common shares for the three months ended March 31, 2011 and 2010.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Section and elsewhere in this Form 10-Q regarding matters that are not historical facts are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. All statements that address operating performance, events or developments that management expects or anticipates to occur in the future, including statements relating to sales and earnings growth or statements expressing general optimism about future operating results, are forward-looking statements. The forward-looking statements are based on management's current views and assumptions regarding future events and operating performance. Many factors could cause actual results to differ materially from estimates contained in management's forward-looking statements. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, competitive pressures, inadequate capital, unexpected costs, lower revenues, net income and forecasts, the possibility of fluctuation and volatility of our operating results and financial condition, inability to carry out marketing and sales plans and loss of key executives, among other things.

Overview

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.

Due to the economic downturn during 2008-2009, Management was of the opinion that the economy would not recover quickly enough for the core operations of its business to be sustainable as a “going concern”. Since the fall of 2008 the Company had seen a number of its customers closing their operations or declaring bankruptcy.

With the economic turnaround occurring more slowly than expected and the erosion of the customer base, maintaining the core operations of the business was at risk. Management had implemented strong steps to reduce costs since late 2008 in the attempt to maintain the operations of the Company.

Since April 1, 2009, Paul Roszel, President, Chief Executive Officer and Chairman of the Board of Directors of the Company reduced his compensation by 25% and Richard Ivanovick, Chief Financial Officer and Director of the Company had waived his consulting fees during the same period.

Liquidity and Capital Resources

	March 31,		December 31,
	2011		2010

Cash on Hand	$	491	$	685

The Company’s cash position at March 31, 2011 has decreased to $491, a $194 decrease from the December 31, 2010 balance of $685. In response to the reduced cash flows, management is monitoring its cash position and evaluating expenditures daily.

If the Company had not reorganized and had continued on its previous path, the Company would not have had the financial resources to meet the obligations to continue as a reporting company with the United States Securities and Exchange Commission. In that event, the Company would have had to consider deregistration, which may make it more difficult to trade its shares and the share price would possibly decrease.

Advances from Related Party

Results of Operations

The financial meltdown of “World Class” banks in the United States and Europe in the third quarter of 2008 and the injection of Government funding to prevent the complete collapse of the financial system has created immediate uncertainty in the business and consumer world. Credit standards for debt assumption were initially frozen and then tightened. The growth in the world economies has fallen dramatically since the third quarter of 2008 reflecting reduced demand for all materials and correspondingly a dramatic price reduction in all commodities.

The Company could not avoid this business slowdown and correspondingly has suffered from a reduction in sales activity.

Due to the economic downturn during fiscal years 2008 and 2009, Management was of the opinion that the economy would not recover quickly enough to sustain the core operations of its business. Since the third quarter of 2008 the Company has seen many of it customers closing their business operation or declaring bankruptcy. Correspondingly, revenues declined.

In order to rebalance the cash flows management reduced costs, since April 1, 2009, Paul Roszel, President, Chief Executive Officer and Chairman of the Board of Directors of the Company had reduced his compensation by 25%. Also since April 1, 2009, Richard Ivanovick, Chief Financial Officer and Director of the Company had waived his consulting fees. In addition, all other expenses were reviewed and reduced to the minimum. Management believed that there were no other additional reductions that could have been made in order to sustain the core operations of the business as an ongoing concern.

The enclosed financial data reflects the operations of the Company for the three months ended March 31, 2011 and 2010.

Sales Revenues

	Three Months Ended
	March 31,
	2011		2010

Sales Revenues	$	-	$	-

With the divestiture of Scrap.Net Inc. on November 30, 2009, the Company no longer has any operations and as such has no incoming revenues.

Operating Expenses

	Three Months Ended
	March 31,
	2011		2010

Expenses	$	2,549	$	20,313

With the divestiture of Scrap.Net Inc., and the Company no longer having any operations, the expenses now being incurred by the Company are the costs associated with maintaining its position as a reporting company with the United States Securities and Exchange Commission.

As the Company no longer has any revenues in order to generate cash flow, the Company has received advances of $88,700 from Scrap.Net, Inc. to pay for expenses. Expenses incurred during the first quarter of 2011 where: Office and Administrative Charges of $195, Legal and Accounting of $2,160 and Bank Charges of $94. These funds were advanced so that the Company could pay for these expenses. The Company anticipates that Scrap.Net, Inc., if required, will provide additional funds; however, there is no assurance that future funds will be loaned. This loan is due on demand and bears no interest.

Net Loss

	Three Months Ended
	March 31,
	2011			2010

Net Loss	$	(2,549	)	$	(20,313	)

As discussed above, with the divestiture of Scrap.Net Inc. on November 30, 2009, the Company no longer has any business operations to offset the expense of maintaining its position as a reporting company. Therefore, these costs incur a direct loss in the Company while it actively pursues potential transactions including, but not limited to, financings, corporate merger or acquisition.

Off Balance Sheet Arrangements

None

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” (as defined by Item 10 of Regulation S-K), the Company is not required to provide information required by this Item, as defined by Regulation S-K Item 305(e).

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls: We evaluated the effectiveness of the design and operation of our “disclosure controls and procedures” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. This evaluation (the “disclosure controls evaluation”) was done under the supervision and with the participation of management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”). Rules adopted by the SEC require that in this section of our Quarterly Report on Form 10-Q we present the conclusions of the CEO and the CFO about the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report based on the disclosure controls evaluation.

Objective of Controls: Our disclosure controls and procedures are designed so that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures

Management’s Report on Internal Control over Financial Reporting: Based upon the disclosure controls evaluation, our CEO and CFO have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the foregoing objectives are achieved.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

None

INDEX TO EXHIBITS

Exhibit	Description

2	Stock Exchange Agreement as an exhibit to Form 10-SB are hereby incorporated by reference. Filed on April 4, 2001.

3.1	Articles of Incorporation filed as an exhibit to Form 10-SB are hereby incorporated by reference. Filed on December 8, 1999.

3.2	By-laws filed as an exhibit to Form 10-SB, Amendment No. 5 are hereby incorporated by reference. Filed on March 7, 2000.

10	Material Contracts
	(a) Agreement between RecycleNet Corporation and Paul Roszel as an exhibit to Form 10-SB, Amendment No. 6 are hereby incorporated by reference. Filed on April 12, 2001.

	(b) Agreement between RecycleNet Corporation and fiberglass.com, Inc. as an exhibit to Form 10-SB, Amendment No. 6 are hereby incorporated by reference. Filed on April 12, 2001.

	(c) Agreement between RecycleNet Corporation and metalworld.com, inc. as an exhibit to Form 10-KSB hereby incorporated by reference. Filed on April 16, 2001

31.1	Chief Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Chief Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Chief Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Chief Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002.

101.xml	XBRL Instance

101.xsd	XBRL Schema

101.cal	XBRL Calculation

101.def	XBRL Definition

101.lab	XBRL Label

101.pre	XBRL Presentation

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Maydao Corporation


May 13, 2011	/s/ Paul Roszel
	Paul Roszel, President and Chairman of the Board of
	Directors


May 13, 2011	/s/ Richard Ivanovick
	Richard Ivanovick, C.A., Chief Financial and
	Accounting Officer

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