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.
ITEM 7 Financial Statements and Exhibits
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 12, 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 $2,085
expenses
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: September 30, 1999
