UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
ACT REPORTING REQUIREMENTS
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999 Commission File
No. 000-24927
3
CLASSIFIED ONLINE.COM
(FORMERLY FUJI ELECTROCELL CORPORATION)
(Exact name of registrant as specified in its charter)
Nevada 33-0199082
(State of organization) (I.R.S. Employer Identification No.)
1839 S.E. Port Saint Lucie Blvd., Port Saint Lucie, FL 34952
(Address of principal executive offices)
Registrant's telephone number, including area code (561) 879-9999
Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes X
There are 10,000,369 shares of common stock outstanding as of
September 30, 1999.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, those expectations reflected in forward-looking
statements contained in this Statement.
Plan of Operation
The Company has developed an internet-based classified
advertising web-site, which commenced operations by the end of
the current quarter, giving the Company an immediate presence on
the internet. The Company expects to continue identifying and
evaluating additional web-based opportunities. The plan of
operation is still new, and, therefore, the Company has not
generated any revenues.
Prior to the commencement of operations, the Company was engaged
in a share exchange agreement by which it acquired a Nevada
corporation named "ClassifiedOn Line.Com as referenced in the
Form 8-K, originally filed on August 11, 1999. As part of the
agreement, the Company was renamed "ClassifiedOnLine.Com." The
acquired company changed its name to "WantToBuy.Com" and become a
wholly-owned subsidiary of the new ClassifiedOnLine.Com. The
exchange and acquisition was completed on July 16, 1999.
Competition
The Company is a new and therefore insignificant participant
among firms which engage in web-based businesses. The Company
believes that it has a competitive product, however, and the
expertise to continue to improve its offering. In view of the
Company's limited financial resources, the Company will continue
to be at significant competitive disadvantage vis-a-vis the
Company's competitors, in the near term.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and does not believe that there are any material
year 2000 issues to disclose in this report.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and its directors have instituted action for a
declaratory judgment concerning a contract with Leann Gibbs, an
individual resident in Ontario, Canada. The Complaint was filed
in the Nineteenth Judicial Circuit Court, in and for St. Lucie
County, Florida, as Case No. 98-736CA03. Ms. Gibbs and the
Company had entered into a contract pursuant to which she would
transfer to the Company her interest in a number of mica mines,
in exchange for stock in the Company. The Company was to then
pursue a business in mining the mica and selling the raw material
to companies that would process it. The agreement with Ms. Gibbs
was never consummated, and the parties, after much discussion,
agreed to withdraw from the agreement. The Company has instituted
the action to declare the agreement void, simply to protect
itself from a later breach of contract action. The parties have
reached agreement in principle on all issues, and the Company
believes this settlement will be finalized in the very near
future.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
FINANCIAL STATEMENTS
Unaudited financial statements as of September 30, 1999, and for
the nine-month and three-month periods then ended.
CLASSIFIEDONLINE.COM
(A Development Stage Company)
BALANCE SHEET
September 30, 1999
<TABLE>
<S>
<C>
ASSETS
CURRENT ASSETS:
Cash 484
Prepaid expenses, net 1,564
TOTAL CURRENT ASSETS 2,048
OTHER ASSETS, NET 25,208
TOTAL ASSETS 27,256
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Accounts payable 79,646
TOTAL CURRENT LIABILITIES 79,646
STOCKHOLDERS' EQUITY;
Common stock, $0.001 par value, 10,000
authorized 25,000,000 shares
issued and outstanding 10,000,369
Additional paid-in Capital 127,004
Deficit accumulated during (189,394)
development state
TOTAL STOCKHOLDERS' EQUITY (52,390)
Commitments
TOTAL LIABILITIES AND 27,256
STOCKHOLDERS' EQUITY
</TABLE>
CLASSIFIEDONLINE.COM
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S> <C> <C>
Period from Three Months
February 9, Ended
1999 September 30,
(inception) 1999
through
September 30,
1999
INCOME:
Revenue 0 0
EXPENSES:
General, Selling 189,394 22,698
and Administrative
Net Income(Loss) (189,394) (22,698)
Earnings(Loss) per (.02)
share
Weighted Average 8,717,783 9,688,033
Number of Shares -
Basic
</TABLE>
See accompanying notes to financial statements
CLASSIFIEDONLINE.COM
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Period from February 9, 1999 (inception)
Through September 30, 1999
<TABLE>
<S> <C>
Cash Flows from Operating Activities:
Reconciliation of net loss to net cash
used by operating activities
Net Loss (189,394)
Adjustment to Reconcile net loss to
cash provided by operating
activities:
Amortization 1,738
Consulting expenses compensated 161,694
through the issuance of common stock
Increase in other assets (28,510)
Increase in accounts payable 54,956
Total adjustments 189,878
Net cash used by operating activities 484
Cash Flows from Investing Activities
Cash Flows from Financing Activities:
Net change in cash and cash 484
equivalents
Cash and cash equivalents at 0
beginning of period
Cash and cash equivalents at end of 484
period
</TABLE>
See accompanying notes to financial statements
Supplemental schedule of non-cash investing and financing
activities:
On July 16, 1999, ClassifiedOnLine.Com (formerly Fuji Electrocell
Corporation) acquired ClassifiedOnLine.Com in accordance with an
exchange agreement approved by the board of directors of both
companies. Under the terms of the exchange agreement, each of the
8,084,711 shares outstanding in ClassifiedOnLine.Com was
exchanged for one share of ClassifiedOnLine.Com's common stock.
The acquisition resulted in an increase in accounts payable of
$24,390, an increase in common stock of $1,915, and a reduction
in additional paid-in capital of $26,305.
CLASSIFIEDONLINE.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
UNAUDITED FINANCIAL STATEMENTS
The unaudited financial statements included above were prepared
by the Company's management. In the opinion of management, the
unaudited financial statements contain all adjustments necessary
to present fairly the Company's financial position as of
September 30, 1999 and the results of operations and cash flows
for the nine months and three months then ended. The accompanying
interim financial statements should be read in conjunction with
the Company's Form 10-KSB filing for the year ended December 31,
1998.
On July 16, 1999, ClassifiedOnLine.Com (formerly Fuji Electrocell
Corporation) acquired ClassifiedOnLine.Com in accordance with an
exchange agreement approved by the boards of directors of both
companies. Under the terms of the exchange agreement, each of the
8,084,711 shares outstanding in ClassifiedOnLine.Com's common
stock. Upon completion, there were 10,000,369 shares of common
stock outstanding.
Due to the fact that the registrant has been dormant company, the
combined companies will carryforward the plan of operations of
the ClassifiedOnLine.Com, and the shareholders of
ClassifiedOnLine.Com will own 80.84% of the outstanding common
stock of the combined company, the exchange is being accounted
for as a reverse acquisition. Accordingly, the financial
information is presented as if ClassifiedOnLine.Com was the
acquiring company.
ClassifiedOnLine.Com was incorporated on February 9, 1999. The
company is currently in the development stages and expects to
commence operations in accordance with its business plan during
the fourth quarter of 1999.
GOING CONCERN ISSUES
The Company has no operations, with any future operations not
clearly defined at this time. However, the Company has no
revenues and without revenues or expected revenues in the near
future, the Company unlikely to be able to continue in business
as a going concern. It is management's plan to continue to fund
the Company's basic yearly requirements personally, with hopes of
obtaining future capital and future business operations.
LEGAL PROCEEDINGS
The Company is a plaintiff in a legal action regarding a Canadian
Company which has agreed to withdraw from a contract with the
Company. The Company has instituted this action to declare this
agreement void, so that they cannot be later sued for breach of
contract. Legal counsel does not anticipate any adverse action
against the Company as a result of this action.
RELATED PARTY TRANSACTIONS
During the period from February 9, 1999 (inception ) through
September 30, 1999, certain expenses were funded by an affiliate
of the Company's President. As of September 30, 1999, the Company
owed the affiliate $25,982 for reimbursement of such expenses.
Certain other expenses were paid by other officers and directors
of the Company. The Company owed these individuals $4,150 at
September 30, 1999.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation and Bylaws, are attached to the Company's Amended
Form 10-SB, filed on May 10, 1999. These exhibits are
incorporated by reference to that Form.
b) Reports on Form 8-K:
On August 11, 1999, the Company filed a Form 8-K announcing
that the Company had completed its exchange agreement with
ClassifiedOn Line.Com. As a result of this exchange agreement,
the Company changed its name to ClassifiedOnLine.Com. On
October 8, 1999, an amended Form 8-K was filed. A final
amendment to this 8-K was filed on November 12, 1999.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ClassifiedOnLine.Com
By: /s/ Richard J. Oldfield
Richard J. Oldfield, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 0 484
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 26,772
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 27,256
<CURRENT-LIABILITIES> 0 79,646
<BONDS> 0 0
0 0
0 0
<COMMON> 0 137,004
<OTHER-SE> 0 (189,394)
<TOTAL-LIABILITY-AND-EQUITY> 0 27,256
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 22,698 189,394
<LOSS-PROVISION> (22,698) (189,694)
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (22,698) (189,394)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (22,698) (189,394)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
