UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
JULY 16, 1999
CLASSIFIED ONLINE.COM
(FORMERLY FUJI ELECTROCELL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 000-24927 33-0199082
(State of (Commission (I.R.S. Employer
organization) File Number) 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) 337-9999
Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E. Flamingo
Rd., Suite 112, Las Vegas, (702) 650-5660
ITEM 2. Acquisition or Disposition of Assets
On July 16, 1999, the Company completed its exchange agreement
with ClassifiedOnLine.Com. As a result of the completion of this
exchange, the Company changed its name to Classified OnLine.Com.
The company previously known as ClassifiedOnLine.Com changed its
name to WantToBuyOnline.Com and is now a wholly-owned subsidiary
of the Company.
The exchange was approved by the boards of directors of both
companies on June 21, 1999. The shareholders of Classified
OnLine.com approved the exchange by unanimous vote. The directors
of Fuji Electrocell Corp., being shareholders and, in some cases,
directors of Classified OnLine.com, submitted the agreement to
the Company's shareholders. The agreement was approved by holders
of a majority of the Company's issued and outstanding voting
stock by consent in lieu of a meeting. The Articles of Exchange
were submitted to the Secretary of State of Nevada and filed on
July 16, 1999.
Classified Online.Com was incorporated in Nevada in 1999, and has
developed an internet site providing users with the ability to
list classified advertisements on their site. The web-site
allows users to search and place the ads by category of item and
by geographical location. The web-site address is
http://www.classifiedonline.com.
Under the terms of the exchange agreement, each of the 8,084,711
shares outstanding in ClassifiedOnLine.Com was exchanged for one
share of the Company's common stock. Upon completion, there were
10,000,369 shares of the Company's voting stock outstanding, each
with the same rights and privileges as the shares of the Company
prior to the exchange. The existing shareholders of the previous
ClassifiedOnLine.Com will hold 80.84% of the issued and
outstanding shares of the new Company, with shareholders of the
previous Fuji Electrocell holding the remaining 19.16%.
The members of the board of directors of Fuji Electrocell were
also board members and major shareholders of the old
ClassifiedOnLine.Com. Messrs. Kipnis, Oldfield, and Lates, the
members of Fuji Electrocell's board prior to the exchange, held a
total of 81.45% of the common stock of ClassifiedOnLine.Com and a
total of 37.69% of the stock of Fuji Electrocell.
The Company has also been issued a new trading symbol, which is
CLOL. The new symbol became effective July 29, 1999, at the
opening of business.
ITEM 5 Other Events
This Form is being filed as an amended Form 8-K to include pro-
forma financials and financials for the old ClassifiedOnLine.Com.
ITEM 7 Financial Statements and Exhibits
Audited Financial Statements for the old ClassifiedOnLine.Com as
of June 30, 1999.
Consent of Independent Public Accountants
Board of Directors
Classified OnLine.Com:
We consent to the inclusion of our report dated October 25, 1999,
with respect to the balance sheet of ClassifiedOnLine.Com as of
June 30, 1999, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the period
from February 9, 1999 (inception) through June 30, 1999, which
report appears in the Form 8-K of Classified OnLine.Com dated
July 16, 1999.
/s/ Morgan, Jacoby, Thurn, & Associates, P.A.
Vero Beach, Florida
November 11, 1999
INDEPENDENT AUDITORS' REPORT
Board of Directors
ClassifiedOnLine.Com:
We have audited the accompanying balance sheet of
ClassifiedOnLine.Com (A Development Stage Enterprise) as of June
30, 1999 and the related statements of operations, stockholders'
equity (deficit) and cash flows for the period from February 9,
1999 (inception) through June 30, 1999. 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 audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of ClassifiedOnLine.Com as of June 30, 1999, and the results of
its operations and its cash flows for the period from February 9,
1999 (inception) through June 30, 1999 in conformity with
generally accepted accounting principles.
/s/ Morgan, Jacoby, Thurn, & Associates, P.A.
Vero Beach, Florida
October 25, 1999
ClassifiedOnLine.Com
(A Development Stage Enterprise)
BALANCE SHEET
<TABLE>
<S> <C>
June 30, 1999
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 0
Prepaid expenses 2,085
TOTAL CURRENT ASSETS 2,085
OTHER ASSETS; 2,085
TOTAL ASSETS 4,170
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES;
Accounts Payable 9,172
TOTAL CURRENT LIABILITIES 9,172
STOCKHOLDERS' EQUITY (Deficit)
(notes 3 and 4):
Common stock, $0.001 par value, 8,085
authorized 25,000,000 shares
issued and outstanding 8,084,711
Additional paid-in Capital 153,609
Deficit accumulated during (166,696)
development stage
TOTAL STOCKHOLDERS' EQUITY (5,002)
(DEFICIT)
Commitments (note 5)
TOTAL LIABILITIES AND 4,170
STOCKHOLDERS' EQUITY (DEFICIT)
</TABLE>
ClassifiedOnLine.Com
(A Development Stage Enterprise)
STATEMENT OF OPERATION
Period from February 9, 1999 (inception)
Through June 30, 1999
<TABLE>
<C>
<S>
0
Net sales
General, Selling and 166,696
Administrative Expenses
Loss before income taxes (166,696)
Income taxes (note 2) 0
Net loss $(166,696)
Basic loss per common $(0.02)
share
Weighted average shares 8,084,711
outstanding
</TABLE>
See accompanying notes to financial statements
ClassifiedOnLine.Com
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Period from February 9, 1999 (inception)
Through June 30, 1999
<TABLE>
<S> <C> <C> <C> <C>
Common Shares Additional paid- Accumulated Total
in Capital Deficit
Issuance of 8,084,711 $8,085 153,609 1
shares of common 6
stock (note 3) 1
,
6
9
4
Net loss (166,696) (166,696)
Balance June 30, 1999 $8,085 153,609 (166,696) (5,002)
</TABLE>
See accompanying notes to financial statements.
ClassifiedOnLine.Com
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
Period from February 9, 1999 (inception)
Through June 30, 1999
<TABLE>
<C>
<S>
Cash Flows from Operating
Activities:
Reconciliation of net loss to
net cash used by operating
activities:
Net Loss $(166,696)
Adjustment to Reconcile net loss
to net cash used by operating
activities:
Organization and consulting 161,694
expenses compensated through
the issuance of common stock
Increase in prepaid expenses (4,170)
and other assets
Increase in accounts payable 9,172
Total adjustments 166,696
Net cash used by operating
activities
Cash Flows from Investing
Activities
Cash Flows from Financing
Activities:
Net change in cash and cash
equivalents
Cash and cash equivalents at 0
beginning of year
Cash and cash equivalents at 0
end of year
</TABLE>
See accompanying notes to financial statements
ClassifiedOnLine.Com
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
(1) Description of Business and Summary of Significant
Accounting Policies
(a) Business
ClassifiedOnLine.Com (the Company), a development stage
enterprise, was organized and incorporated under the
laws of the State of Nevada on February 9, 1999 for the
purpose of designing, developing, and marketing an
internet-based classified advertising web-site. The
Company expects to commence operations during the
fourth quarter of 1999.
As of June 30, 1999, the Company had not begun its
operations and had no source of revenues. Management
intends to fund future development activities through
the issuance of capital. The Company's ability to
continue as a going concern is dependent upon the
development of revenue sources sufficient to fund
operations and the Company's ability to issue new
capital.
(b) Cash and Cash Equivalents
The Company considers all highly liquid investments
purchased with a maturity of three months or less to be
cash equivalents.
(c) Other Assets
Prepaid expenses and other noncurrent assets totaling
$4,170 consist of Internet registration fees covering a
two-year period beginning in July 1999, which are
amortized to expense over the period benefited.
(d) Income Taxes
Income taxes are accounted for under the asset and
liability method prescribed by SFAS No. 109. Deferred
tax assets and liabilities are recognized for the
future tax consequences attributable to differences
between the financial statement carrying amounts of
existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary
differences are expected to be recovered or settled.
The effect on deferred tax assets or liabilities of a
change in tax rates is recognized in income in the
period that includes the enactment date.
There was no provision for income taxes during the
period from February 9, 1999 (inception) through June
30, 1999 due to the operating losses incurred. There
were no temporary differences which would give rise to
deferred taxes, except for the operating loss carry
forward totaling $166,696 generated during the period
which has been valued at zero due to the uncertainty
that any benefit will be realized in future periods.
(e) Fair Value of Financial Instruments
The estimated fair values of the Company's cash and
cash equivalents and current liabilities approximate
the carrying amount due to the short-term nature of
such financial instruments.
(f) Use of Estimates
The preparation of the Company's financial statements
in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and contingent
assets and liabilities. Actual results could differ
from those estimates.
(g) Loss Per Share
Earning per share is accounted for by using the basic
and diluted earnings per share method prescribed by
SFAS No. 128. Basic loss per share is based on the
weighted average number of shares of common stock
outstanding during the period. Diluted loss per share
is based on shares of common stock and dilutive
potential common stock (stock options and stock
warrants) outstanding during the period. Diluted loss
per share was antidilutive due to the net loss
generated by the Company during the period ended June
30, 1999 and is therefore not reported.
(h) Stock Options
On October 23, 1995, the Financial Accounting Standards
Board (FASB) issued Statement No. 123, Accounting for
Stock-Based Compensation (Statement 123). This
Statement applies to all transactions in which an
entity acquires goods or services by issuing equity
instruments or by incurring liabilities where the
payment amounts are based on the entity's common stock
price. The Statement covers transactions with
employees and non-employees. The Company has adopted
Statement 123, which permits entities (1) to continue
to use the Accounting Principles Board Opinion No. 25
(APB 25) method, or (2) to adopt the Statement 123 fair
value based method. One the method is adopted, an
entity cannot change the method and the method selected
applies to all of an entity's compensation plans and
transactions. For entities not adopting the Statement
123 fair value based method, Statement 123 requires pro
forma net income and earnings per share information as
if the fair value based methods had been adopted.
Management has determined that the Company will account
for stock-based compensation under the APB 25 method
and will disclose the pro forma impact of Statement
123.
(i) Comprehensive Income
The FASB has issued Statement No. 130, Reporting
Comprehensive Income (Statement 130), which establishes
standards for reporting and display of comprehensive
income and its components in a financials statement
having the same prominence as other financial
statements. As of June 30, 1999, the Company had no
components considered to be other comprehensive income.
(3) Common Stock
During the period from February 9, 1999 (inception) through
June 30, 1999, the Company issued 8,084,711 shares of common
stock to several individuals for compensation of various
organizational and consulting services provided to the
Company. The stock was valued at $0.02 per share, or
$161,694, which was the estimated fair value of stock at the
time of issuance and approximated the value of services
provided to the Company.
(4) Stock Options
On June 11, 1999, the Company issued options to purchase a
total of 2,000,000 shares of common stock at $2.00 per share
to two of the Company's directors. The options may be
exercised at any time for a period of two years.
As of June 30, 1999, the Company's outstanding stock options
have exercise prices of $2.00 and a remaining contractual
life of approximately 1.98 years.
No compensation expense was recorded during the period for
the options issued to the Company's directors, in accordance
with APB 25. Had compensation expense been determined on
the fair value at the date of grant in accordance with the
provisions of Statement 123, the Company's net loss and loss
per share would have remained unchanged. The fair value of
each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 1999:
dividend yield of 0%; expected volatility of 150%; risk-free
interest rate of 5.45%; and expected lives of two years.
(5) Operating Leases
The Company leases certain equipment for its internet
operations under operating leases expiring in May 2002.
Future minimum lease payments for such noncancelable leases
as of June 30, 1999 are as follows:
<TABLE>
<S> <C>
July 1, 1999 through December 31, 1999 $6,778
2000 13,555
2001 13,555
2002 4,518
Total $38,406
</TABLE>
Rent expense under lease agreements totaled $3,670 during
the period from February 9, 1999 (inception) through June
30, 1999.
(6) Related Party Transactions
During the period from February 9, 1999 (inception) through
June 30, 1999, certain expenses were funded by an affiliate
of the Company's President. As of June 30, 1999, the
Company owed the affiliate $9,172 for reimbursement of such
expenses.
(7) Subsequent Events
On July 16, 1999, the Company was acquired by Classified
OnLine.Com (formerly Fuji Electrocell Corporation) in
accordance with an exchange agreement approved by the boards
of directors of both companies. The members of the board of
directors and major shareholders of the Company are also
board members and shareholders of Classified OnLine.Com.
Under the terms of the exchange agreement, each of the
Company's 8,084,711 shares of common stock were exchanged
for one share of Classified OnLine.Com's common stock. The
merged companies will continue the Company's operations as
in internet-based classified advertising web-site.
Unaudited Pro-Forma Financials
On July 16, 1999, Classified OnLine.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 was exchanged for one share of Classified
OnLine.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 a dormant company,
the combined companies will carry forward 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. Accordingly, audited financial
information as of December 31, 1998 is not applicable.
The following unaudited pro forma condensed balance sheets and
statements of operations for Classified OnLine.Com (formerly
Fuji) and ClassifiedOnLine.Com, are presented as of June 30, 1999
and for the six months then ended assuming the exchange had taken
place on January 1, 1999. Pro forma financial information for
the most recent fiscal year ended December 31, 1998 is not
presented as explained above.
CLASSIFIED ONLINE.COM
Pro Forma Balance Sheets
June 30, 1999
<TABLE>
<S> <C> <C> <C> <C>
Classified ClassifiedOnLine Pro Forma Pro Forma
OnLine.Com .Com Adjustments Combined
(formerly Fuji)
Current Assets - prepaid 0 $2,085 0 $
expenses 2
,
0
8
5
Noncurrent other 0 $2,085 0 $2,085
assets
TOTAL ASSETS $0 $4,170 0 $4,170
Current liabilities - 24,690 9,172 0 33,862
accounts payable and
accrued expenses
Stockholders' equity:
Common stock 1,915 8,085 0 10,000
Additional paid-in 103,085 153,609 (70,858) 185,836
Capital
Accumulated deficit (129,690) (166,696) 70,858 (225,528)
TOTAL STOCKHOLDERS' (24,690) (5,002) 0 (29,692)
EQUITY
TOTAL LIABILITIES AND $0 $4,170 0 $4,170
STOCKHOLDERS' EQUITY
</TABLE>
CLASSIFIED ONLINE.COM
Pro Forma Condensed Statement of Operations
Six Months Ended June 30, 1999
<TABLE>
<S> <C> <C> <C> <C>
Classified ClassifiedOnLine Pro Forma Pro Forma
OnLine.Com .Com Adjustments Combined
(Formerly Fuji)
Revenues 0 0 0 0
Selling, general and 58,832 166,696 0 225,528
administrative
expenses
Net Loss (58,832) (166,696) 0 (225,528)
</TABLE>
The pro forma adjustment to additional paid-in capital and
accumulated deficit reflects the effect of issuing stock for the
purchase of Classified OnLine.Com as if the exchange had taken
place on January 1, 1999.
SIGNATURES
Pursuant to the requirements 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.
Classified OnLine.Com
By:/s/ Richard J. Oldfield
Richard J. Oldfield, President
Date:November 12, 1999
