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 June 30, 1999 Commission File No.
000-24927
8
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 were 1,915,289 shares of common stock of Fuji Electrocell
Corporation outstanding as of June 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
At the end of the current quarter, the Company was engaged in a
share exchange agreement by which it was to acquire a Nevada
corporation named "ClassifiedOn Line.Com." As part of the
agreement, the Company would be renamed "ClassifiedOnLine.Com."
The acquired company would change its name to "WantToBuy.Com" and
become a wholly-owned subsidiary of the new ClassifiedOnLine.Com.
Although the agreement had been approved by the end of the
quarter, the exchange and acquisition had not yet been finalized
by that time.
The exchange agreement was done under the plan of the Board of
Directors to bring the Company into an internet-based business.
The acquired company has developed an internet-based classified
advertising web-site, which is expected to commence operations
during the third quarter of 1999, giving the Company an immediate
presence on the internet. The Company expects to continue
identifying and evaluating additional web-based opportunities.
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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company's common stock underwent a 1:20 reverse split on May
26, 1999, effective on June 7, 1999. This reduced the number of
shares outstanding without changing the authorized common stock,
although the par value of the stock remained at $0.001 per share.
No reduction in the rights or ownership percentage of the holders
has occurred as a result of the reverse split.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Plan of Exchange with ClassifiedOnLine.Com was submitted by
the Board of Directors to the shareholders, due to the
commonality of the boards of the two companies. The Plan of
Exchange was approved by written consent of a majority of the
shareholders, in accordance with Nevada law, without a meeting of
shareholders being called.
ITEM 5. OTHER INFORMATION
On March 17, 1999, the Company accepted the resignation of Steven
Hocke, effective March 10, 1999. The Company appointed Michael J.
Lates to fill the vacancy on the board as well, appointed him as
Vice President, and charged him with identifying an internet-
based business as a partner for the Company. The Company issued
3,500,000 shares of common stock (prior to the effect of the
reverse split discussed below), valued at $35,000, to the new
director in consideration of consulting services provided to the
Company. The Company also issue a total of 2,000,000 shares of
common stock (prior to the effect of the reverse split discussed
below), valued at $20,000, to James Blake and Steve Tierney in
consideration of consulting and legal services provided to the
Company.
On May 26, 1999, the Company announced a 1:20 reverse stock split
to shareholders of record on June 7, 1999.
On June 21, 1999, the Company approved a Plan of Exchange in
which it would acquire ClassifiedOn Line.Com, a Nevada
corporation that had developed an internet site that would look
like, and serve a similar function to, a classified advertisement
section of a local newspaper.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
FINANCIAL STATEMENTS
Unaudited financial statements as of June 30, 1999, and for the
six-month and three-month periods then ended.
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S>
<C>
June 30, 1999
ASSETS
CURRENT ASSETS:
Cash 0
TOTAL CURRENT ASSETS 0
PROPERTY and EQUIPMENT
OTHER ASSETS; 0
0
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Accounts Payable 20,858
Accrued Expenses 3,832
TOTAL CURRENT LIABILITIES 24,690
LONG TERM DEBT 0
TOTAL LIABILITIES 24,690
STOCKHOLDERS' EQUITY;
Preferred stock, $0.01 par 0
value,
authorized 20,000,000 shares;
no shares issued and
outstanding
Common stock, $0.001 par value, 1,915
authorized 50,000,000 shares;
Issued and Outstanding
1,915,289 shares
Additional paid-in Capital 103,085
Deficit Accumulated During (129,690)
Development Stage
TOTAL STOCKHOLDERS' EQUITY (24,690)
0
</TABLE>
FUJI ELECTROCELL
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S>
<C> <C> <C> <C>
Six Six Three Three
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling 58,832 58,832
and
Administrative
Net Income (Loss) (58,832) (58,832)
Income (Loss) Per (0.03) (0.03)
Share
Weighted Average 1,799,81 1,640,28 1,915,289 1,640,28
Number of Shares 9 9 9
- - Basic
</TABLE>
See accompanying notes to financial statements
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S>
<C> <C>
Six Months Ended Six Months Ended
June 30, 1999 June 30, 1998
Cash Flows from
Operating Activities:
Reconciliation of Net
Income (Loss) to Cash
Provided by Operating
Activities
Net Loss (58,832) 0
Consulting Expenses Not 55,000 0
Using Cash
Increase in Accrued 3,832 0
Expenses
Net Cash Provided By 0 0
Operating Activities
Net Cash Provided by 0 0
Investing Activities
Net Cash Provided by 0 0
Financing Activities
Increase in Cash 0 0
Cash, Beginning of 0 0
period
Cash, end of period 0 0
</TABLE>
Supplemental Schedule of Non Cash Investing and Financing
Activities:
During the Six Months Ended June 30, 1999, the
Company issued 275,000 Shares of Common Stock
(After the Effect of the Reverse Split) for
Consulting Services Amounting to $55,000.
See Notes to Financial Statements.
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
UNAUDITED FINANCIAL STATEMENTS
The unaudited financial statement 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 June 30,
1999 and the results of operations and cash flows for the six
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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND COMPANY HISTORY
The Company was organized in 1988 under the laws of the State of
Nevada. The Company has no operations, has had no significant
operations since January 1, 1996, and under generally accepted
accounting principles is considered a development stage company.
The Company has adopted the accrual method of accounting.
BASIC YEARLY MINIMUM EXPENSES
Even though the Company has had no revenues, there were some
basic expenses throughout the year that had to be paid. These
were paid by some of the Company's management, with no
expectation of being reimbursed, and accordingly no notes payable
from the Company to these managers had been set up on the books
as of June 30, 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 is 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.
STOCK STRUCTURE
On May 26, 1999, the Company's Board of Directors declared a one-
for-twenty reverse stock split for shareholders of record on June
7, 1999 whereby each shareholder received one share for each
twenty shares held. The reverse stock split did not effect the
authorized shares or the par value of the common stock. All
references in the accompanying financial statements to shares,
weighted average number of shares, and per share amounts (except
for par value) have been retroactively adjusted to reflect the
reverse split.
Future capital funding of the Company can be acquired through
either the issuance of the remaining common stock, or the initial
issuance of the preferred stock authorized by the State of
Nevada.
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.
SUBSEQUENT EVENTS
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.
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 May 27, 1999, the Company filed a Form 8-K announcing that
one of the three officers and directors had left the Company,
and was replaced by a new individual.
On June 3, 1999, the Company filed a Form 8-K announcing that
the Company would undergo a 1:20 reverse stock split to
shareholders of record on June 7, 1999. The action was taken
to enable the Company to allow it to enter into a business
combination.
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
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<PERIOD-TYPE> 3-MOS 6-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999 DEC-31-1998
<PERIOD-END> JUN-30-1999 JUN-30-1999 DEC-31-1998
<CASH> 0 0 0
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 0 0
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 0 0
<CURRENT-LIABILITIES> 24,690 24,690 24,690
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 105,000 105,000 105,000
<OTHER-SE> (129,690) (129,690) (129,690)
<TOTAL-LIABILITY-AND-EQUITY> 0 0 0
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 58,832 58,832 58,832
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (58,832) (58,832) (58,832)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (58,832) (58,832) (58,832)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (58,832) (58,832) (58,832)
<EPS-BASIC> 0 0 0
<EPS-DILUTED> 0 0 0
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