10-K 1 mydo10k20101231.htm MAYDAO CORPORATION FORM 10-K DECEMBER 31, 2010 mydo10k20101231.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010


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
incorporation or organization)
Identification No.)
   
   
4804 Skycrest Park Cove Salt Lake City, Utah 84108
801-531-0404
(Address of principal executive offices, including Zip Code)
(Registrant's telephone number,)


Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes o    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act     Yes o    No x

Indicate by check mark whether the issuer (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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     Yes x    No o

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  o
Accelerated Filer  o
Non-Accelerated Filer  o
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 o

As of June 30, 2010, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the average bid and ask prices of $0.09 and $0.09 respectively, namely $0.09 x 5,493,689 common shares outstanding was $494,432.

As of March 23, 2011, there were 8,685,742 of the issuer's Common Shares, $0.010 par value, outstanding.

 
 

 

MAYDAO CORPORATION
(FORMERLY RECYCLENET CORPORATION)
INDEX

Table of Contents

Part I
     
Item 1.
Business
3
Item 1A.
Risk Factors
7
Item 1B.
Unresolved Staff Comments
7
Item 2.
Properties
7
Item 3.
Legal Proceedings
7
     
Part II
     
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
8
Item 6.
Selected Financial Data
9
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
9
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
11
Item 8.
Financial Statements and Supplemental Data
12
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
23
Item 9A.
Controls and Procedures
  23
     
Part III
     
Item 10.
Directors, Executive Officers, and Corporate Governance
24
Item 11.
Executive Compensation
26
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
26
Item 13.
Certain Relationships and Related Transactions and Director Independence
27
Item 14.
Principal Accounting Fees and Services
28
     
Part IV
     
Item 15.
Exhibits, Financial Statement Schedules
29



 
 

 

FORWARD LOOKING STATEMENTS

Maydao Corporation (formerly RecycleNet Corporation) (the "Company", "we" or "us") cautions readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements that may have been made in this Form 10-K or that are otherwise made by or on behalf of us. For this purpose, any statements contained in the Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements.

Without limiting the generality of the foregoing, words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," "plan" or “continue" or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, our limited history of non-profitability, our dependence on a limited number of customers and key personnel, the need for additional financing and our dependence on certain industries. We are also subject to other risks detailed herein or detailed from time to time in our filings with the Securities and Exchange Commission.
 
 


PART I

ITEM 1. Business

History of the Company

Maydao Corporation, formerly RecycleNet Corporation, ("the Company") is a Utah corporation originally incorporated on December 29, 1961 as Bern Enterprises Inc. and the name was changed to Garbalizer Machinery Corporation in April 1977.

On February 25, 1999, RecycleNet Corporation (Ontario) entered into a reorganization agreement with Garbalizer Machinery Corporation of Utah, a company whose shares were publicly traded on the bulletin board 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). Prior to the March 19, 1999 reorganization, the assets and liabilities of Garbalizer Machinery Corporation were sold to Garb-Oil & Power Corporation (Utah).

RecycleNet Corporation (Utah) acquired 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 RecycleNet Corporation (Utah) and Class X non-voting, equity shares of RecycleNet Corporation (Ontario). One Class N share and one Class X share were exchangeable into one common share of RecycleNet Corporation (Utah). The Company retained the market symbol "GARM" as its market symbol and as an acronym for the slogan, "Global Access to Recycling Markets".

On December 31, 2007, the Company sold its RecycleNet Corporation (Ontario) operations to Inter-Continental Recycling Inc., a related party. Inter-Continental Recycling Inc. assumed the outstanding debt of $138,019 owed by RecycleNet Corporation (Utah) to RecycleNet Corporation (Ontario) in exchange for 100% of the issued and outstanding common shares of RecycleNet Corporation (Ontario) held by RecycleNet Corporation (Utah). At December 31, 2007, RecycleNet (Ontario) had common stock of $3 and accumulated losses of $458,674. As a result of the sale, the Company recognized a distribution to shareholders in the amount of $40,427.

 
3

 

Upon completion of the sale of RecycleNet (Ontario) there are no longer any Class X shares remaining within the Company.  At the Annual Meeting of Shareholders on June 20, 2008, shareholders unanimously voted to amend the Articles of Incorporation for the Class N voting, non-equity shares of the Company to be directly convertible to common shares on a one for one basis.

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.
  
In April 2009 and forward, 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 waived his consulting fees.

In addition, all expenses were reviewed and reduced accordingly to “right size” the company relative to sales revenues and cash management.  

On September 24, 2009, the Board of Directors initiated a reorganization of the Company resulting in the centralization of all of the Company’s recycling operations and websites into Scrap.Net Inc, a wholly owned subsidiary of the Company as of September 30, 2009.

The Company had no external debt, which allowed the Company the opportunity to reorganize.

In an effort to preserve shareholder value, a vote was requested of the shareholders of the Company at its Annual Meeting held November 25, 2009, to sell its operations and become a publicly traded “Corporate Shell” available for merger or acquisitions.  The Board of Directors had determined that if the Company continued on its current path and did not reorganize, 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 to consider deregistration, which would make it more difficult to trade its shares and also more difficult to hold the share price at current levels.

A “Shell Company” is a registrant with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets.

On November 25, 2009, at the Annual Meeting of Shareholders, the shareholders voted unanimously to change the Company name from RecycleNet Corporation to Maydao Corporation. An amendment to the Articles of Incorporation was submitted and accepted by the State of Utah with this name change on November 30, 2009. The Financial Industry Regulatory Authority (subsequently referred to as FINRA) approved this change effective January 20, 2010.

 
4

 

In addition, at the November 25, 2009 Annual Shareholders Meeting, the shareholders unanimously approved the proposal from Inter-Continental Recycling Inc, to acquire all of the outstanding shares of the Company’s wholly owned subsidiary, Scrap.Net Inc, by a share exchange, effective at the close of business November 30, 2009.

Inter-Continental Recycling Inc. proposal was to exchange all of the issued and outstanding Class N shares of Maydao Corporation for all of the issued outstanding shares of Scrap.Net, Inc., which consisted of the recycling operations.
 
Inter-Continental 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
 
The shareholders of the Company did not receive any consideration as a result of share exchange.  The impact of the exchange on the ownership of the Company was through the return of the Class N shares.  On a fully diluted basis the issued and outstanding shares of the Company were reduced from 58,675,741 shares to 8,675,746 shares.
 
Upon completion of this transaction there were no material assets or liabilities remaining within the Company, there were no special class, or Class N shares outstanding. The Company has sold its regular operations and has become a “Shell Company”.
 
The share exchange resulted in a shareholder distribution of $5,265.  In our view this would not have any federal income tax consequences to the shareholders.
 
In order to groom the corporate shell to make it attractive for potential transactions including, but not limited to, financings, corporate merger or acquisition, the Board of Directors strongly believed a reduction of the issued and outstanding common shares was necessary.
     
At the November 25, 2009 Annual Meeting of Shareholders, a reverse split of the common stock of the Company on a one-for-ten basis (for each ten common shares of the Company held by a shareholder, the shareholder will receive one common share of the reorganized Company) was unanimously approved.  The financial statements were retroactively restated as of December 31, 2009 to reflect the stock spilt. 

Fractional shares, based upon the foregoing ratio were rounded up to a whole share for fractions in excess of 50% and were rounded down for fractions of 50% or less.   For shareholders holding less than 10 common shares the same treatment applied; 6 or more shares were issued 1 (one) share of the reorganized Company, 5 or less shares were rounded down to 0 (zero) shares after completion of the reverse split.

Prior to the reverse stock split, there were 250,000,000 authorized shares of Class N and common stock, of which 86,757,421 were issued and outstanding.  Upon the approval of the reverse stock split, the authorized common shares remained at 250,000,000 and the issued and outstanding common shares were reduced to 8,675,742. The Board of Directors of the Company may at any time issue, without prior shareholder approval, common shares up to a maximum of the 250,000,000 authorized.

The reorganization of the share structure positions the Company for possible mergers, acquisitions or financing.  At this time the Company has not entered into any potential transactions related to corporate mergers, acquisitions or financing.

 
5

 

On December 15, 2009, Maydao Corporation retained IBC USA, Inc, a professional consulting firm specialized at USA & China Capital formation, as a strategic advisor in developing its new strategic corporate initiative.  IBC USA, Inc. shall introduce Maydao Corporation to prospective reverse merger candidates, 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 restricted shares were issued to IBC USA, Inc in February 2010.  The 10,000 post-split 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.

Effective at the open of business on January 20, 2010, the corporate actions to process the name change from RecycleNet Corporation to Maydao Corporation and the one-for-ten reverse split of the common shares of the Company were approved by FINRA.  The stock symbol of the Company was changed from “GARM” to “MYDO”. The common shares of the Company continue to trade on the Over-The-Counter-Bulletin-Board (OTCBB) with the stock symbol “MYDO”.
       
The Company is now a “Shell Company” operating under the name “Maydao Corporation” with the stock symbol of “MYDO”.


Business Condition and Re-Organization

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. Along with the newsletter, Mr. Roszel inserted classified type advertisements for commodities that were available to buy, sell or trade. In late 1994, Mr. Roszel began work on physically developing the concept of an electronic format trading system 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 available electronically with worldwide distribution.

The electronic exchange was activated online on May 1, 1995.

With the divestiture of Scrap.Net Inc. on November 30, 2009, all of the operations within Maydao Corporation have been sold.  The Company no longer has any operations or revenues and is actively pursuing potential transactions including, but not limited to, financings, corporate merger or acquisition.

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. shall introduce Maydao Corporation to prospective reverse merger candidates, with a focus on companies from China that desire to expand into the USA.
 
 
6

 

Bankruptcy, receivership or similar proceeding
 
None

Employees

The Company has no employees.

Prior to the divestiture of the operations of the Company, all management and staff were retained on an unwritten contract basis under a related party transaction with Inter-Continental Recycling Inc. Inter-Continental Recycling is owned 100% by the Company’s President. Because of the affiliation between Inter-Continental and the Company, the agreement between them had no definite duration and continued as necessary for the conduct of business by the Company. Inter-Continental assigned and provided employees to the Company as long as the Company required them and could pay the associated costs. Inter-Continental provided services to and for the Company by employees of Inter-Continental. There was no mark-up or other charges incurred by the Company from Inter-Continental and the Company paid the same amount for services for the Inter-Continental employees, as did Inter-Continental.

Reports to Security Holders

The Company intends to prepare and deliver to its security holders an annual report each year, which will include audited financial statements.

Effect of Governmental Regulations

The Company is a "Reporting Company" under the Securities Exchange Act of 1934 and is required to file annual, quarterly and periodic reports with the Securities and Exchange Commission, such as Forms 10-K, 10-Q, and 8-K. The reports are available at the Commission's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549, telephone 1-800-SEC-0330 and may be retrieved electronically via the Internet at www.sec.gov.

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 1B.  UNRESOLVED STAFF COMMENTS

None

ITEM 2.  PROPERTIES

Facilities

The Company does not currently own any operating facilities.  The Company’s corporate offices are located at 4804 Skycrest Park Cove, Salt Lake City, Utah.  The Company also maintains shared office space at 7 Darren Place, Guelph, Ontario. The Company believes that the current facilities will be adequate for the foreseeable future. All research and development activities are performed in these facilities.

ITEM 3.  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.

 
7

 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company's shares are traded on the over-the-counter bulletin board securities market. 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 through December 31, 2010. Because the Company's shares are traded in the over-the-counter market, the quotations shown below reflect inter-dealer prices without retail mark up, markdown or commission and they may not represent actual transactions.

Fiscal Quarter
High Bid
Low Bid
1st Quarter, 2010
$0.20
$0.01
2nd Quarter, 2010
$0.10
$0.10
3rd Quarter, 2010
$0.15
$0.04
4th quarter, 2010
$0.04
$0.04
     
1st Quarter, 2009
$0.04
$0.03
2nd Quarter, 2009
$0.04
$0.03
3rd Quarter, 2009
$0.03
$0.01
4th Quarter, 2009
$0.02
$0.01

As of December 31, 2010, the number of holders of record of the Company's common shares was 699.  Neither the Company (nor its subsidiaries) have declared or paid any cash dividends for the last two fiscal years. It is not anticipated that any cash dividends will be declared or 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.

At the November 25, 2009 Annual Meeting of Shareholders a reverse split of the common stock of the Company on a one-for-ten basis (for each ten common shares of the Company held by a shareholder the shareholder will receive one common share of the reorganized Company) was unanimously approved.  Fractional shares, based upon the foregoing ratio were rounded up to a whole share for fractions in excess of 50% and were rounded down for fractions of 50% or less.   For shareholders holding less than 10 common shares the same treatment applied; 6 or more shares were issued 1 (one) share of the reorganized Company, 5 or less shares were rounded down to 0 (zero) shares after completion of the reverse split.

Prior to the reverse stock split, there were 250,000,000 common shares authorized by the Company, of which 86,757,421 were issued and outstanding as of December 31, 2009.  Upon approval of the reverse split of the common stock, the authorized common shares remained at 250,000,000 and the issued and outstanding common shares were reduced to 8,675,742 and the shares outstanding were retroactively restated to reflect the stock split. The stock split was approved by FINRA effective January 20, 2010.

A new stock symbol was issued to the Company on January 20, 2010, “MYDO”.  The Company's shares continue to be traded on the over-the-counter bulletin board securities market under this new symbol.
 
 
8

 

Recent Sales of Unregistered Securities

The Company has made no offers or sales of unregistered securities during the year ended December 31, 2010 and none are intended at the present time.

ITEM 6.  SELECTED FINANCIAL DATA

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 7.  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

Maydao Corporation provided "Global Access to Recycling Markets" by providing an exchange system that facilitated the trade of secondary commodities.

The spectrum of goods exchanged on the Company’s system included all grades of scrap metals, waste paper, recycled plastics, glass, rubber, wood, textiles, minerals, chemicals and used items.

The Company did not act as a dealer, broker nor processor but rather as an exchange system that could be utilized by dealers, brokers, processors, generators and consumers of scrap materials. Any purchasing agent at any factory that had scrap, waste or by-product was a potential user of the RecycleNet exchange system.

On September 24, 2009, the Board of Directors initiated a reorganization of the Company resulting in the centralization of all of the Company’s recycling operations and websites into Scrap.Net Inc, a wholly owned subsidiary of the Company as of September 30, 2009.

The Company had no external debt, which allowed the Company the opportunity to reorganize.

In an effort to preserve shareholder value, a vote was requested of the shareholders of the Company at its Annual Meeting held November 25, 2009, to sell its operations and become a publicly traded “Corporate Shell” available for merger or acquisitions.  The Board of Directors had determined that if the Company continued on its current path and did not reorganize, 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 to consider deregistration, which would make it more difficult to trade its shares and also more difficult to hold the share price at current levels.

A “Shell Company” is a registrant with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets.

On November 25, 2009, at the Annual Meeting of Shareholders, the shareholders voted unanimously to change the Company name from RecycleNet Corporation to Maydao Corporation. An amendment to the Articles of Incorporation was submitted and accepted by the State of Utah with this name change on November 30, 2009.  FINRA approved this change January 20, 2010, however the financial statements were retroactively restated as of December 31, 2009 to reflect the stock split.

 
9

 

At the Annual Meeting of Shareholders held on November 25, 2009, the shareholders unanimously approved the proposal from Inter-Continental Recycling Inc, 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, to acquire all of the outstanding shares and recycling operations of the Company’s wholly owned subsidiary Scrap.Net Inc in exchange for all of the issued and outstanding Class N shares of RecycleNet Corporation owned by Inter-Continental Recycling Inc., effective at the close of business November 30, 2009. The share exchange with Inter-Continental Recycling, Inc. resulted in a shareholder distribution of $5,265. In our view this will not have any federal income tax consequences to the shareholders.
     
Upon completion of this transaction, there are no material assets or liabilities remaining within the Company, there is no special class, Class N shares. The Company has sold its operations and has been re-classified as a “Shell Company”.

The stock of the Company continues to have a market and is traded on the Over-The-Counter-Bulletin-Board (OTCBB) with the stock symbol of “MYDO”.
  
The shareholders of the Company did not receive any consideration as a result of this share exchange.  The impact of the exchange on the ownership of the Company was through the retirement of the Class N shares.  On a fully diluted basis the issued and outstanding shares of the Company were reduced from 58,675,741 shares to 8,675,742 shares.
 
Results of Operations

With the divestiture of Scrap.Net Inc. on November 30, 2009, the Company no longer has any operations or revenues and is actively pursuing potential transactions including, but not limited to, financings, corporate merger or acquisition. At this time the Company has not entered into any potential transactions related to corporate mergers, acquisitions or financing.

The enclosed financial data reflects the operations of the Company for the years ended December 31, 2010 and 2009.
  
Sales Revenues

   
2010
   
2009
 
             
Sales Revenues
  $ -     $ 407,200  

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

   
2010
   
2009
 
             
Selling, general and administrative expenses
  $ 75,598     $ 412,982  
                 
Write-off of related party receivable
  $ -     $ 170,474  

 
 

 

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 $88,100 from Scrap.Net, Inc. to pay for expenses.  Expenses incurred during the year ended December 31, 2010 were: Office and Administrative Charges of $51,006, Postage $1,066, Legal and Accounting of $21,525, Bank Charges of $753, and Travel expense of $1,248.  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  

   
2010
   
2009
 
             
Net Loss
  $ (75,598 )   $ (176,184 )

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.

Cash Position

The Company’s cash position at December 31, 2010 has decreased to $685, a $1,928 decrease from the December 31, 2009 balance of $2,613.
 
This reduction in cash is the direct result of the Company having no operations while incurring the expenses mentioned above.

Advances from Related Party

As of December 31, 2010, the Company has received advances of $88,100 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.

Future Plans for Expansion

The Company no longer has any operations or revenues.  The Company's future plans include actively pursuing potential transactions including, but not limited to financings, corporate mergers or acquisitions.

Off Balance Sheet Arrangements

None
  
ITEM 7A.  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).

 
11

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA


MAYDAO CORPORATION
INDEX TO FINANCIAL STATEMENTS

 
Page
   
Report of Independent Registered Public Accounting Firm
13
   
Consolidated Balance Sheets
14
   
Consolidated Statements of Operations
15
   
Consolidated Statements of Stockholders' Equity
16
   
Consolidated Statements of Cash Flows
17
   
Notes to Consolidated Financial Statements
18



 
12

 
 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors
Maydao Corporation

We have audited the consolidated balance sheets of Maydao Corporation (formerly RecycleNet Corporation) and subsidiaries as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Maydao Corporation and subsidiaries as of December 31, 2010 and 2009 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s recent sale of its operations, negative cash flows from operations and accumulated deficits raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
/s/ HANSEN, BARNETT & MAXWELL, P.C.

Salt Lake City, Utah
March 23, 2011

 
 
13

 

MAYDAO CORPORATON AND SUBSIDIARIES
CONSOLDATED BALANCE SHEETS

 
   
December 31,
   
December 31,
 
   
2010
   
2009
 
ASSETS
           
Current Assets
           
Cash
  $ 685     $ 2,613  
Prepaid expenses
    -       1,000  
Total Current Assets
    685       3,613  
Total Assets
    685       3,613  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
Related party accounts payable
    88,100       8,000  
Accrued liabilities
    16,500       24,930  
Total Current Liabilities
    104,600       32,930  
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 and 8,675,742 shares issued and oustanding, respectively
    86,857       86,757  
Additional paid-in capital
    1,289,574       1,288,674  
Accumulated deficit
    (1,480,346 )     (1,404,748 )
Total Stockholders' Deficit
    (103,915 )     (29,317 )
Total Liabilities and Stockholders' Deficit
  $ 685     $ 3,613  
   
    
The accompanying notes are an integral part of these financial statements.
 
14

 

MAYDAO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

   
For the Year
 
   
Ended December 31,
 
   
2010
   
2009
 
Sales
  $ -     $ 407,272  
Operating Expenses
               
Selling, general and administrative expenses
    75,598       412,982  
Write-off of related party receivable
    -       170,474  
Total Operating Expenses
    75,598       583,456  
Net Loss
  $ (75,598 )   $ (176,184 )
                 
Basic Loss Per Common Share
  $ (0.01 )   $ (0.02 )
Diluted Loss Per Common Share
  $ (0.01 )   $ (0.02 )
Basic Weighted-Average Common Shares Outstanding
    8,684,239       8,073,982  
Diluted Weighted-Average Common Shares Outstanding
    8,684,239       8,073,982  


The accompanying notes are an integral part of these financial statements.
 
15

 

MAYDAO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010
 
                           
Additional
         
Total
 
   
Class N Common Shares
   
Common Shares
   
Paid-in
   
Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity/(Deficit)
 
Balance - December 31, 2008
    56,800,000     $ 568,000       7,909,141     $ 79,091     $ 716,285     $ (1,228,564 )   $ 134,812  
                                                         
Issuance of 86,601 shares of common stock in lieu
                                                       
     of accrued liability
    -       -       86,601       866       16,454       -       17,320  
                                                         
Conversion of 6,800,000 shares of Class N to
                                                       
     680,000 shares of common stock;
    (6,800,000 )     (68,000 )     680,000       6,800       61,200       -       -  
                                                         
Sale of Scrap.net through shareholder distribution
                                                       
     and redemption of 50,000,000 Class N shares
    (50,000,000 )     (500,000 )     -       -       494,735       -       (5,265 )
                                                         
Net loss for the year ended December 31, 2009
    -       -       -       -       -       (176,184 )     (176,184 )
                                                         
                                                         
Balance - December 31, 2009
    -     $ -       8,675,742     $ 86,757     $ 1,288,674     $ (1,404,748 )   $ (29,317 )
                                                         
Issuance of 1,000 common shares for consulting services
    -       -       10,000       100       900       -       1,000  
                                                         
Net loss for the year ended December 31, 2010
    -       -       -       -       -       (75,598 )     (75,598 )
                                                         
Balance - December 31, 2010
    -     $ -       8,685,742     $ 86,857     $ 1,289,574     $ (1,480,346 )   $ (103,915 )
    
    
The accompanying notes are an integral part of these financial statements.
 
16

 

MAYDAO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

   
December 31,
   
December 31,
 
   
2010
   
2009
 
Cash Flows From Operating Activities:
           
Net loss
  $ (75,598 )   $ (176,184 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation
    -       3,213  
Adjustment to investment in Scrap.Net for amounts owed to Scrap.Net
            8,959  
Write-off of related party receivable
    -       170,474  
Changes in assets and liabilities:
               
Accounts and other receivables
    -       1,517  
Prepaid expenses
    1,000       6,061  
Accrued liabilities and accounts payable
    (7,430 )     4,263  
Deferred revenue
    -       (20,556 )
Net Cash Used in Operating Activities
    (82,028 )     (2,253 )
Cash Flows From Investing Activities:
               
Advances to related party
    -       (9,582 )
Cash distributed upon sale of Scrap.Net
    -       (34,900 )
Net Cash Used In Investing Activities
    -       (44,482 )
Cash Flows From Financing Activities:
               
Advances from related party
    80,100       8,000  
Net Cash Provided by Financing Activities
    80,100       8,000  
Net Change in Cash
    (1,928 )     (38,735 )
Cash at Beginning of Period
    2,613       41,348  
Cash at End of Period
  $ 685     $ 2,613  
                 
Non-Cash Investing and Financing Activities:
               
Issuance of 10,000 shares of common stock for consulting services provided
  $ 1,000     $ -  
Issuance of common stock through conversion of accrued liabilites
  $ -     $ 17,320  
Conversion of 6,800,000 Class N shares for 680,000 post-split shares common stock
  $ -     $ 68,000  
Valuation of common shares to be issued for future services to be performed
  $ -     $ 1,000  

 
The accompanying notes are an integral part of these financial statements.
 
17

 

MAYDAO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Consolidation – Through to November 30, 2009 the consolidated financial statements included the accounts of Maydao Corporation and its wholly owned subsidiaries Scrap.Net, Inc., Waste.Net, Inc. and Recycle West Network. Inter-company accounts and transactions were eliminated on consolidation.
  
As further discussed in Note 3, on November 30, 2009, the Company exchanged all of its outstanding shares of the Company’s wholly owned subsidiary Scrap.Net Inc (and its wholly owned subsidiaries Waste.Net, Inc and Recycle West Network) with Inter-Continental Recycling Inc.  Inter-Continental Recycling Inc. exchanged all of the issued and outstanding Class N shares of the Company owned by Inter-Continental Recycling Inc. in exchange for all of the issued and outstanding shares of Scrap.Net Inc.
  
The enclosed financial data reflects the consolidated operations of the Company for the years ended December 31, 2010 and 2009.

Business Condition – These financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2010, the Company has an accumulated deficit of $1,480,346 and has experienced losses and negative cash flows from operations for the year then ended. In addition, upon the divestiture of Scrap.net, Inc, as of November 30, 2009, the Company no longer has operations and has become a “shell company”. This situation raises substantial doubt about its ability to continue as a going concern. 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.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
  
Fair Values of Financial Instruments - Due to their near-term nature, the amounts reported as related party accounts payable and accrued liabilities are considered to be reasonable approximations of their fair values.
    
Equipment – With the divestiture of the assets of the Company there is no equipment remaining within the Company. Prior to the divestiture, equipment was stated at cost. Maintenance and repairs of equipment were charged to operations and major improvements were capitalized. Upon retirement, sale, or other disposition, the cost and accumulated depreciation were eliminated from the accounts and a gain or loss is included in operations. Depreciation was computed using the straight-line method over the estimated useful lives of the property and equipment, which were three to five years. Depreciation expense was $0 and $3,927 for the years ended December 31, 2010 and 2009, respectively.

 
18

 

Revenue Recognition – With the divestiture of Scrap.Net Inc. on November 30, 2009, the Company no longer has any operations or revenues and is actively pursuing potential transactions including, but not limited to, financings, corporate merger or acquisition.

Advertising Costs - Advertising costs were charged to expense in the period incurred. Advertising expense for the years ended December 31, 2010 and 2009 were $0 and $316 respectively.

Income Taxes - The Company recognizes an asset or liability for the deferred tax consequences of all temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the asset or liabilities are recovered or settled.  Deferred tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.  Deferred tax assets are reviewed periodically for recoverability and valuation allowances are provided as necessary. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of selling, general and administrative expense.

Basic and Diluted Income (Loss) per Common Share - Basic income (loss) per common share is calculated by dividing net income (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.  Basic and diluted income (loss) per share reflects the recent stock split as further discussed in Note 3.

As of November 30, 2009 all of the Class N shares have been retired.

As of December 31, 2010 and 2009, there were no outstanding common stock equivalents.

Subsequent Events – Subsequent events have been evaluated through March 23, 2011, the date in which these financial statements were issued.

NOTE 2 - RELATED PARTY TRANSACTIONS

Related Party Payable As of December 31, 2010, the Company has received advances of $88,100 from Scrap.Net, Inc., a former subsidiary of the Company.  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, this is no assurance that future funds will be loaned.  This loan is due on demand and bears no interest.

Service Agreements - The Company had an agreement with Inter-Continental Recycling, Inc. and its wholly owned subsidiary Cooksmill NetSystems, Inc. to provide various services for the Company. Inter-Continental Recycling, Inc., and as such Cooksmill NetSystems, Inc., is 100% owned by the immediate family of the President of the Company.

The Company was billed monthly for services supplied for Internet service provider fees, merchant services and management and sales activities, which varied monthly based on the activity level. With the divestiture of Scrap.Net Inc. on November 30, 2009, the Company no longer has any operations or revenues and as such these services where no longer required in 2010. The charges for these services for the year ended December 31, 2010 and 2009 were $0 and $217,513, respectively and are discussed further below.

 
19

 

As part of this agreement, Cooksmill NetSystems Inc. provided Rhodium Webweaver Services to the Company for website management and e-commerce software (ISP) and the fees for these services were billed to the Company on a monthly basis. The Rhodium Webweaver Services (ISP) charges for the year ended December 31, 2010 and 2009 were $0 and $22,000, respectively.

All management and staff were retained on an unwritten contract basis under a related party transaction with Inter-Continental Recycling, Inc. Because of the affiliation between Inter-Continental and the Company, the agreement between them had no definite duration and continued as necessary for the conduct of business by the Company. Inter-Continental assigned and provided employees to the Company as long as the Company required them and could pay the associated costs. Inter-Continental provided services to and for the Company by employees of Inter-Continental. There was no mark-up or other charge incurred by the Company from Inter-Continental and the Company paid the same amount for services for the Inter-Continental employee’s, as did Inter-Continental. The management/staff charges for year ended December 31, 2010 and 2009 were $0 and $190,046, respectively.

Inter-Continental Recycling, Inc. and the Company were also engaged in a merchant services agreement. On behalf of Inter-Continental Recycling, Inc. the Company operated, maintained, billed and collected payments for services offered on web sites owned by Inter-Continental Recycling, Inc.  The Company then issued payment to Inter-Continental Recycling, Inc. for an agreed upon rate.  The commissions paid and recorded by the Company for this merchant service agreement with Inter-Continental Recycling, Inc. for the year ended December 31, 2010 and 2009 were $0 and $44, respectively.

The Company was engaged in an affiliate marketing agreement with Cooksmill NetSystems, Inc. as of January 1, 2008.  Through this affiliate marketing agreement, Cooksmill NetSystems, Inc. paid the Company (the “Affiliate”) a commission on net Pay-Per-Lead service sales generated by customers referred by the Company’s web sites.  Revenue recorded under the affiliate marketing agreement for the years ended December 31, 2010 and 2009, was $0 and $18,008 respectively.

The Company has shared office space in a facility owned by the President of the Company. For the year ended December 31, 2010 and 2009, rent expense was $0 and $1,800, respectively.

Under the terms of a distribution rights agreement related to the Rhodium WebWeaver TurnKey E-Commerce system, the Company is obligated to pay Mr. Roszel, the President of the Company, a $1,000 royalty payment for each Rhodium WebWeaver license the Company is able to secure.  For the years ended December 31, 2010 and 2009, no royalty payments were required under this agreement.

 
20

 
  
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 had voting rights of one vote per share and are non-equity participating shares. The Class N shares were 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.
  
On September 24, 2009, the Board of Directors issued Richard Ivanovick, the Chief Financial Officer of the Company, restricted common shares in exchange for the amount owing for management and professional services rendered by Mr. Ivanovick from October 1, 2008 to March 31, 2009.  These services had been accrued by the Company as a liability in the amount of $17,320. The number of shares issued to Mr. Ivanovick was calculated based on the market ask price on September 24, 2009 and 86,601 post-split shares of common stock were issued.
 
On October 15, 2009, a shareholder converted 6,800,000 Class N shares into 680,000 (post split) common shares of Maydao Corporation. After the conversion, the Company had 50,000,000 Class N shares outstanding.
 
On November 30, 2009, 50,000,000 Class N shares were returned to the Company by Inter-Continental Recycling Inc. in exchange for all of the issued and outstanding shares of the Company’s wholly owned subsidiary Scrap.Net Inc. This share exchange resulted in a shareholder distribution of $5,265. 
  
Upon completion of this share exchange with Intercontinental Recycling, Inc., there are no material assets or liabilities remaining within the Company, there are no special class shares (Class N shares) outstanding, and the Company has sold its operations through the share exchange, and was re-classified as a “Shell company”.
  
Effective at the open of business on January 20, 2010, the corporate actions to process the name change from RecycleNet Corporation to Maydao Corporation and a one-for-ten reverse split of the common shares of the Company was approved by FINRA (The Financial Industry Regulatory Authority).  The stock symbol of the Company was changed from “GARM” to “MYDO”. The common shares of the Company continue to trade on the Over-The-Counter-Bulletin-Board (OTCBB) with the stock symbol “MYDO”.
  
The Company is now 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 post-split common “restricted” shares as total compensation for the services provided by IBC USA, Inc.  The 10,000 post-split 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 been issued as of December 31, 2009. The shares were issued to IBC USA, Inc in February 2010 and the expense was recorded.

 
21

 

NOTE 4 - INCOME TAXES
  
The Company and its subsidiaries file tax returns in the U.S. Federal jurisdiction and, in the state of Utah.  The Company is no longer subject to U.S. federal or Utah State tax examinations for tax years before and including December 31, 2005. During the years ended December 31, 2010 and 2009, the Company did not incur or recognize interest and penalties.
  
Deferred tax assets are comprised of the following at December 31, 2010 and 2009:

For the years ended December 31,
 
2010
   
2009
 
Operating Loss Carry Forward
  $ 315,654     $ 340,505  
Valuation Allowance
    (315,654 )     (340,505 )
Total Deferred Tax Asset
  $ -     $ -  
    
The Company had no income tax expense for the years ended December 31, 2010 and 2009.

The following is a reconciliation of the amount of expense that would result from applying federal statutory rates to pretax income (loss) with the provision for income taxes for the years ended December 31:

For the years ended December 31,
 
2010
   
2009
 
Tax at federal statutory rates (34%)
  $ (25,703 )   $ (59,903 )
Non-deductible expenses
    -       88  
Net operating losses distributed in spin-off and sale
    -       12,047  
Expiration of net operating losses
    53,049       26,503  
Other changes in the valuation allowance
    (24,851 )     27,079  
State Benefit, net of federal tax
    (2,495 )     (5,814 )
Provision for Income Taxes
  $ -     $ -  
  
The Company has federal operating loss carry forwards of $865,852 that expire from 2011 through 2029. The use of operating loss carry forwards is limited and may not be available to offset future income.

 
22

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K, 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, and the Board of Directors 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 Disclosure Controls and Procedures: Based upon the disclosure controls and procedures 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.

Management's Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate as a result of changes in conditions or deterioration in the degree of compliance.

 
23

 

At December 31, 2010, management assessed the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on the assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010 and provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

This annual report on internal control over financial reporting (“Annual Report”) does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


Part III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The directors and officers of the Company are as follows:
 
 

Name
 
Age
 
Position
 
Term of Office
             
Paul Roszel
 
54
 
Chairman of the Board,
 
Inception to Present
       
President
   
             
Richard R. Ivanovick C.A.
 
70
 
Chief Financial Officer,
 
03/99 to Present
       
Director
   
             
James Roszel
 
29
 
Director
 
09/09 to Present
  
Paul Roszel has been involved with the Company since 1988. Mr. Roszel has over 25 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. Paul Roszel is a Director in Oldwebsites.com, Inc and Scrap China Corporation.

Richard R. Ivanovick C.A. joined the Company in November 1998. For the past 33 years, Mr. Ivanovick served as President of Marsh Tire Service Ltd., Ontario, Canada, a company involved in automobile service, sales and leasing of automobiles, in the Guelph, Ontario area.  Richard Ivanovick is the Chief Financial Officer of Oldwebsites.com, Inc and Scrap China Corporation.

 
24

 

For the past eight years Mr. James Roszel has been responsible for the ongoing marketing and participated in the business development of Maydao Corporation (formerly RecycleNet Corporation).  James Roszel has been the President and a Director of Oldwebsites.com, Inc. (formerly Fiberglass.com, Inc.) since its inception.  James Roszel is a director of Scrap China Corporation.  James Roszel is the son of Paul Roszel.

Each of these persons owns, directly or indirectly, common shares of the Company.

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 met.

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.

Involvement in Certain Legal Proceedings

None

Promoters of the Company

The promoter of the Company is Mr. Paul Roszel.

 
25

 
 
ITEM 11. EXECUTIVE COMPENSATION

The following table shows compensation earned during the fiscal years 2010 and 2009 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
 
2010
  $ -  
   
2009
  $ 46,944  
             
Richard R. Ivanovick, CFO
 
2010
  $ -  
(Note 1)
 
2009
  $ 8,618  
             
James Roszel, Director
 
2010
  $
NIL
 
   
2009
  $
NIL
 

NOTE 1:  During the year ended December 31, 2009, Richard R Ivanovick, CFO was paid for consulting services of $8,618.   As of the quarter ending March 31, 2009, the Company owed Mr. Ivanovick $17,320 for his consulting services for the 4th quarter of 2008 and the 1st quarter of 2009.   On September 24, 2009, Mr. Ivanovick was issued 86,601 post-split common shares in lieu of payment for this accrued liability.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The following tables sets forth, as of December 31, 2010, 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 of Class
 
Name & Address of Beneficial Owner
 
Amount, Nature & Percentage
of Beneficial Ownership
           
Common
 
Inter-Continental Recycling, Inc.
 
4,662,112 shares (voting)
53.74%
   
(Note 1 & 2)
     
   
7 Darren Place
     
   
Guelph, Ontario Canada
     
           
Common
 
Paul Roszel
 
242,066 shares (voting)
2.79%
   
(Notes 1 & 2)
     
   
7 Darren Place
     
   
Guelph, Ontario Canada
     
           
Common
 
Richard R. Ivanovick C.A.
 
497,163 shares (voting)
5.73%
   
23 Cottontail Place
     
   
Cambridge, Ontario Canada
     
           
Common
 
James Roszel
 
92,348 shares (voting)
1.06%
   
(Note 2)
     
   
7 Darren Place
     
   
Guelph, Ontario Canada
     
           
Common
 
Directors, as a Group
 
5,493,689 shares (voting)
63.32%

Note (1) Inter-Continental Recycling Inc. is owned and beneficially held by Mr. Paul Roszel, a director of the Company, and his immediate family.
Note (2) James Roszel is the son of Paul Roszel


 
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The Company has an agreement with Inter-Continental Recycling, Inc., an Ontario Corporation with its head office address at 7 Darren Place, Guelph Ontario to provide various services for the Company. 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.  From this pool of personnel, Inter-Continental assigned and provided employees to the Company as long as the Company required them and could pay the associated costs.

With the divestiture of Scrap.Net Inc. on November 30, 2009, the Company no longer has any operations or revenues and as such these services where no longer required in 2010.
 
The Company was billed monthly for services supplied for management and sales activities, which varied monthly based on the activity level. The charges for these services for the years ended December 31, 2010 and 2009 were $0 and $217,513 respectively.

Inter-Continental Recycling Inc. owns 4,662,112 common shares of Maydao Corporation as of December 31, 2010.

Mr. Paul Roszel through his holdings controls the majority of the shares in Maydao Corporation.

There are no other transactions during 2010, 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 future. Further, the Company has no formal management or employment agreements with any of its officers, directors or other employees.

Officers, directors, and greater than 5% shareholders, of the Company may have a direct or indirect interest in future potential businesses or entities in the recycling industry.
 
Description of Securities

The Company has authorized 250,000,000 common shares, par value $.01, of which 8,685,742 common shares were issued and outstanding at December 31, 2010.

On December 15, 2009, Maydao Corporation retained IBC USA, Inc, a professional consulting firm specialized at USA & China Capital formation, as a strategic advisor in developing its new strategic corporate initiative.  IBC USA, Inc. shall introduce Maydao Corporation to prospective reverse merger candidates, with a focus on companies from China that desire to expand into the USA.  Maydao Corporation issued to IBC USA, Inc. 10,000 common “restricted” shares as total compensation for the services provided by IBC USA, Inc.  The 10,000 common restricted shares were issued to IBC USA, Inc in

 
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February 2010.  The 10,000 common shares were valued based on the adjusted market close price as of December 15, 2009 at $1,000 and 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 reverse split of the common stock was approved by FINRA effective January 20, 2010.  Upon completion of the reverse split the Company has authorized 250,000,000 common shares, par value $0.01, of which 8,685,742 common shares are issued and outstanding.
 
Cumulative voting for the election of directors is not provided for in the Company's amended Articles of Incorporation, 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 amended Articles of Incorporation 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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Hansen, Barnett & Maxwell, P.C. served as the Company’s Independent Registered Public Accountants for the years ended December 31, 2010 and 2009, and is expected to serve in that capacity for the current year. Principal accounting fees for professional services rendered for the Company by Hansen, Barnett & Maxwell, P.C. for the years ended December 31, 2010 and 2009 are summarized as follows:

   
2010
   
2009
 
Audit Fees
  $ 15,000     $ 23,450  
Audit related
    -       -  
Tax
    3,000       3,000  
                 
Total
  $ 18,000     $ 26,450  
  
Audit Fees.  Audit fees were for professional services rendered in connection with the Company’s annual financial statement audits and quarterly reviews of financial statements and review of, and preparation of, consents for registration statements for filing with the Securities and Exchange Commission.

Tax Fees.  Tax fees related to services for tax compliance and consulting.

Audit Committee, Pre-Approval Policies and Procedures.  At its regularly scheduled and special meetings, the Board of Directors, which is comprised of independent directors knowledgeable of financial reporting, considers and pre-approves any audit and non-audit services to be performed by the Company’s independent accountants. The Board of Directors has the authority to grant pre-approvals of non-audit services.
 
 
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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit
Description
20
Consent Resolution dated June 7, 2007.
 
  Filed on June 7, 2007
   
20
Consent Resolution dated November 24, 2005.
 
  Filed on November 30, 2005


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.INS XBRL Instance
101.SCH XBRL Schema
101.CAL XBRL Calculation
101.DEF XBRL Definition
101.LAB  XBRL Label
101.PRE XBRL Presentation


 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

BY: /s/ Paul Roszel
 
Paul Roszel, Chairman of the Board of Directors
 
March 23, 2011
 



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


BY: /s/ Paul Roszel
 
Paul Roszel, Chairman of the Board of Directors
 
March 23, 2011
 



BY: /s/ Richard R. Ivanovick
 
Richard R. Ivanovick, C.A., CFO
 
March 23, 2011
 
 

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