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EX-32 - CHIEF FINANCIAL OFFICER CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - RECYCLENET CORPex32-2.htm
EX-32 - CHIEF EXECUTIVE OFFICER CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - RECYCLENET CORPex32-1.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:  September 30, 2011

OR

[  ]                      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 incorporation or organization)
(IRS Employer Identification No.)
   
Highland Park Plaza, 3098 So. Highland Dr, Suite 323 Salt Lake City, Utah 84106-6001
(Address of principal executive offices, including Zip Code)
801-531-0404
(Issuer's telephone number)

(Copies to:)
John Michael Coombs, Highland Park Plaza, 3098 So. Highland Dr, Suite 323, Salt Lake City, Utah 84106-6001
801 467-2021

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 November 16, 2011: 8,685,742

 
 

 


MAYDAO CORPORATION
FORM 10-Q
QUARTER ENDED September 30, 2011

TABLE OF CONTENTS

   
Page
PART I – FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
 
     
 
Condensed Statements of Assets, Liabilities and Stockholders’ Deficit – Liquidation Basis as of
 
 
September 30, 2011 and December 31, 2010 (Unaudited)
3
     
 
Condensed Statements of Revenues and Expenses – Liquidation Basis
 
 
for the Three and Nine Months Ended September 30, 2011 and 2010 (Unaudited)
4
     
 
Condensed Statements of Cash Flows – Liquidation Basis for the Nine Months Ended
 
 
    September 30, 2011 and September 30, 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
11
     
Item 4T.
Controls and Procedures
11
     
PART II – OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
11
     
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 4.
Submission of Matters to a Vote of Security Holders
12
     
Item 5.
Other Information
12
     
Item 6.
Exhibits
12
     
Signatures
 
13
 
 
 

 

PART I – FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
 
MAYDAO CORPORATION
           
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND STOCKHOLDERS'
       
DEFICIT - LIQUIDATION BASIS
           
(Unaudited)
           
   
September 30,
   
December 31,
 
   
2011
   
2010
 
ASSETS
           
Current Assets
           
Cash
  $ 334     $ 685  
    Total Current Assets
    334       685  
Total Assets
  $ 334     $ 685  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
Related party accounts payable
  $ 93,700     $ 88,100  
Accrued liabilities
    16,100       16,500  
Total Current Liabilities
    109,800       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
    (1,485,897 )     (1,480,346 )
Total Stockholders' Deficit
    (109,466 )     (103,915 )
Total Liabilities and Stockholders' Deficit
  $ 334     $ 685  
 
See the accompanying notes to the condensed unaudited financial statements.
 
 
3

 
 
MAYDAO CORPORATION
                       
CONDENSED STATEMENTS OF REVENUE AND EXPENSES - LIQUIDATION BASIS
       
(Unaudited)
                       
   
For the Three Months
   
For the Nine Months
 
   
Ended September 30,
   
Ended September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Sales
  $ -     $ -     $ -     $ -  
Operating Expenses
                               
Selling, general and administrative expenses
    1,988       17,260       5,551       54,723  
                                 
Total Operating Expenses
    1,988       17,260       5,551       54,723  
Net Loss
  $ (1,988 )   $ (17,260 )   $ (5,551 )   $ (54,723 )
                                 
Basic Loss Per Common Share
  $ -     $ -     $ -     $ (0.01 )
Diluted Loss Per Common Share
  $ -     $ -     $ -     $ (0.01 )
Basic Weighted-Average Common Shares Outstanding
    8,685,742       8,685,742       8,685,742       8,683,815  
Diluted Weighted-Average Common Shares Outstanding
    8,685,742       8,685,742       8,685,742       8,683,815  
                                 
 
See the accompanying notes to the condensed unaudited financial statements.
 
 
4

 

MAYDAO CORPORATION
           
CONDENSED STATEMENTS OF CASH FLOW - LIQUIDATION BASIS
           
(Unaudited)
           
   
For the Nine Months
 
   
Ended September 30,
 
   
2011
   
2010
 
Cash Flows From Operating Activities
           
Net loss
  $ (5,551 )   $ (54,723 )
Adjustments to reconcile net loss to net cash
               
provided by operating activities:
               
Changes in assets and liabilities:
               
 Prepaid expenses
    -       1,000  
 Accrued liabilities
    (400 )     (14,515 )
                 
Net Cash Used in Operating Activities
    (5,951 )     (68,238 )
                 
Cash Flows From Investing Activities
    -       -  
                 
Cash Flows From Financing Activities
               
Advances from related party
    5,600       66,500  
Net Cash Provided by Financing Activities
    5,600       66,500  
Net Change in Cash
    (351 )     (1,738 )
Cash at Beginning of Period
    685       2,613  
Cash at End of Period
  $ 334     $ 875  
                 
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.

 
5

 

MAYDAO CORPORATION
NOTES TO CONDENSED 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

As of September 30, 2011, the Company has an accumulated deficit of $1,485,897 and has experienced losses and negative cash flows from operations for the nine 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.

On June 23, 2011, the Company’s Board of Directors (Board) held a meeting to discuss the future of the Company. The Board determined that with no potential transactions related to corporate merger, acquisition or financing available at that time, with no assets or revenues, and that as of March 31, 2011, there was a accumulated debt owed to Scrap.Net, Inc. (a related party) of $88,700 and accumulated deficits of $1,482,895, that the Company was not solvent and as such would no longer be able to continue as a going concern.

The Annual Meeting of the Shareholders took place on August 16, 2011, where the shareholders voted on the ratification of the consent resolution of the Board of Directors of Maydao Corporation regarding dissolution, subject to the conditions set forth below.

The Board of Directors requested that the shareholders vote on the dissolution of the Company, reserving to the Board of Directors the right to forgo dissolution of the Company if a business opportunity deemed by the Board to be more favorable to the shareholders becomes available prior to dissolution.  In addition, the Board retains the right, under Utah Code Sec. 16-10a-1404, to revoke the dissolution within 120 days after the effective date of the dissolution by resolution of the Board alone and with no further or other actions by the shareholders. At the time of the Meeting of the Shareholders there were no pending mergers, acquisitions or financing options; however, in the event that a business opportunity was received in advance of the Meeting of Shareholders and was deemed by the Board of Directors to be more favorable to the shareholders than the dissolution of the Company, the shareholders authorize the Board of Directors to accept such an offer on their behalf.  If no acceptable business opportunity was received, the Directors of the Company, pending shareholder approval, would proceed with an orderly dissolution of the Company.
 
On August 16, 2011, the shareholders approved the ratification of the consent resolution of the Board of Directors of Maydao Corporation regarding dissolution, subject to the conditions set forth.

Unless a business opportunity deemed by the Board of Directors to be more favorable to the shareholders becomes available, the Board of Directors will now proceed in a timely manner to dissolve the Company

As a result, the financial statements are presented on the liquidation basis of accounting.

 
6

 
 
NOTE 2–RELATED PARTY TRANSACTIONS

As of September 30, 2011, the Company has received advances of $93,700 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 anticipated that Scrap.Net, Inc., if required, would 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 and China Capital formation, as a strategic advisor in developing its new strategic corporate initiative.  IBC USA, Inc. was to 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 September 30, 2011 and December 31, 2010, there were no outstanding Class N shares and no incremental potentially issuable common shares for the nine months ended September 30, 2011.
 
 
7

 

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.

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 created 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.

Due to the economic downturn during the 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 operations or declaring bankruptcy. Correspondingly, revenues declined.  

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.
  
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 reduced his compensation by 25%.  Also since April 1, 2009, Richard Ivanovick, Chief Financial Officer and Director of the Company 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.

In late 2009, upon approval of the shareholders, the assets of the Company were sold in a share exchange with Inter-Continental Recycling Inc, there was a reverse split of the common shares of the Company, and the name was changed, all in an attempt to groom the Company into a more attractive corporate shell for the Board of Directors to be able to pursue potential transactions including, but not limited to, financings, corporate merger or acquisition.

At a Board of Directors Meeting held on March 15, 2011, a discussion was held regarding the financial condition of the Company. Since November 2009, the Board of Directors had been actively seeking prospects for merger, acquisition or financing, but to date had not been able to enter into any such business opportunity.  The Company has no assets or revenues and as of December 31, 2010, the Company had received additional advances of $88,100 from Scrap.Net, Inc. These advances were made to the Company so that they were able to pay for certain expenses such as legal and accounting fees so that the Company could continue as a reporting company with the United States Securities and Exchange Commission. These advances are due on demand and bear no interest

 
8

 
 
As such, the Board of Directors determined that due to the financial condition of the Company and as they believed that they had exhausted all of their options seeking prospects for merger, acquisition or financing, instructed Paul Roszel to explore the necessary obligations and requirements for an orderly dissolution or wind down of the Company, in the event that the Company was unable to continue as a going concern.

On June 23, 2011, The Board of Directors held a meeting to further discuss the future of the Company.  The Board of Directors determined that with no potential transactions related to corporate merger, acquisition or financing available at that time, with no assets or revenues, with the accumulated debt owed to Scrap.Net, Inc. as of March 31, 2011 of $88,700 and an accumulated deficit of $1,482,895 as of March 31, 2011, that the Company was not solvent and as such was no longer able to continue as a going concern.

Paul Roszel reported that in order to dissolve the Company, the Board of Directors must recommend dissolution to the shareholders. The Utah Revised Business Corporation Act Section 16-10a-1402 states that the proposal to dissolve must be approved by each voting group entitled to vote separately on the proposal, by a majority of all the votes entitled to be cast on the proposal by that voting group, unless a greater vote is required by the articles of incorporation, the initial bylaws or the bylaws amended pursuant to Section 16-10a-1021, or by the Board of Directors acting pursuant to Subsection (3), whereby the Board of Directors may condition the effectiveness of the dissolution on any basis.  A greater vote is not required by the Company’s articles of incorporation, the initial bylaws or the bylaws amended pursuant to Section 16-10a-1021. There is only one voting group, common shares, and they are entitled to vote on the proposal.

The Annual Meeting of the Shareholders was held on August 16, 2011, and the shareholders voted on the ratification of the consent resolution of the Board of Directors of Maydao Corporation regarding dissolution, subject to the conditions set forth below.

The Board of Directors requested that the shareholders vote on the dissolution of the Company, reserving to the Board of Directors the right to forgo dissolution of the Company if a business opportunity deemed by the Board to be more favorable to the shareholders became available prior to dissolution. In addition, the Board retains the right, under Utah Code Sec. 16-10a-1404, to revoke the dissolution within 120 days after the effective date of the dissolution by resolution of the Board alone and with no further or other actions by the shareholders. At the time that the shareholders were solicited to vote on the dissolution of the Company there were no pending mergers, acquisitions or financing options, however, in the event that a business opportunity was received, deemed by the Board of Directors to be more favorable to the shareholders than the dissolution of the Company, the shareholders would authorize the Board of Directors to accept such an offer on their behalf. If no acceptable business opportunity was received, the Directors of the Company, pending shareholder approval, would proceed with an orderly dissolution of the Company.

On August 16, 2011, the shareholders approved the ratification of the consent resolution of the Board of Directors of Maydao Corporation regarding dissolution, subject to the conditions set forth.

Unless a business opportunity deemed by the Board of Directors to be more favorable to the shareholders becomes available, the Board of Directors will now proceed to dissolve the Company in a timely matter. With no assets remaining within the Company and a debt owing to Scrap.Net, Inc. the shareholders will receive no consideration in the event of the dissolution of the Company.

Business Condition
The Company has accumulated deficit, negative cash flows from operations and losses. This situation raised substantial doubt about its ability to continue as a going concern. 

On June 23, 2011, The Board of Directors held a meeting to discuss the future of the Company. The Board of Directors determined that with no potential transactions related to corporate merger, acquisition or financing available at this time, with no assets or revenues, along with the conditions discussed above, the Company is not solvent and as such, is no longer able to continue as a going concern. As a result, the financial statements are presented on the liquidation basis of accounting.

 
9

 
 
The enclosed financial data reflects the operations of the Company for the three and nine months ended September 30, 2011 and 2010.

Sales Revenues
 
                       
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2011
   
2010
   
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
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Expenses
  $ 1,988     $ 17,260     $ 5,551     $ 54,723  
 
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 has no revenues in order to generate cash flow, as of September 30, 2011, the Company has received advances of $93,700 from Scrap.Net, Inc. to pay for expenses.  Expenses incurred during the nine months ending September 20, 2011 where: Office and Administrative Charges of $3,010, Legal and Accounting of $2,160 and Bank Charges of $281.  These funds were advanced so that the Company could pay for these expenses.  The Company anticipated that Scrap.Net, Inc., if required, would 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 Profit (Loss)  
                       
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Net Profit (Loss)
  $ (1,988 )   $ (17,260 )   $ (5,551 )   $ (54,723 )

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 pursued potential transactions including, but not limited to, financings, corporate merger or acquisition.

Due to the continuing losses of the Company, a Meeting of the Shareholders was held on August 16, 2011 where the shareholders approved the ratification of the consent resolution of the Board of Directors of Maydao Corporation regarding dissolution.

Liquidity and Capital Resources
 
September 30,
   
December 31,
 
   
2011
   
2010
 
 
           
Cash on Hand
  $ 334     $ 685  

The Company’s cash position at September 30, 2011 has decreased to $334, a $351 decrease from the December 31, 2010 balance of $685.

 
10

 

Advances from Related Party
As of September 30, 2011, the Company has received advances of $93,700 from Scrap.Net, Inc.  These funds were advanced so that the Company could pay for certain expenses such as legal and accounting expenses. This advance is due on demand and bears no interest.
 
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 September 30, 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
 
 
 
11

 
 
ITEM 4.  
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On August 16, 2011, Maydao Corporation (the “Company”) held its Annual Meeting of Shareholders at The Little America Hotel, 500 South Main Street, Salt Lake City, Utah.

The following are the results of the matters voted on by the shareholders at the Annual Meeting.

1.  Election of Directors

James Roszel, Paul Roszel and Richard Ivanovick were elected to the Board of Directors for the ensuing year.
 
Name
For
Against/Withheld
Abstain
Broker Non-Votes
Paul Roszel
5,668,412
0
0
0
James Roszel
5,668,412
0
0
0
Richard R. Ivanovick
5,668,412
0
0
0
 
2.  Ratification of the appointment of Hansen, Barnett & Maxwell, P.C. as the Company’s independent registered public accounting firm for the coming year.
 
For
Against/Withheld
Abstain
Broker Non-Votes
5,668,412
0
0
0

3. Dissolution of the Company in accordance with the terms and conditions set forth in the proxy statement.

For
Against/Withheld
Abstain
Broker Non-Votes
5,668,392
20
0
0
 
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
 
 
12

 
 
     
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.
     
(b)
Reports on Form 8-K
8K – Submission of Matters to a Vote of Security Holders – Filed August 19, 2011

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
   
   
November 16, 2011
/s/  Paul Roszel
 
Paul Roszel, President and Chairman of the Board of
 
   Directors
   
   
November 16, 2011
/s/ Richard Ivanovick
 
Richard Ivanovick, C.A., Chief Financial and
 
   Accounting Officer
 
13