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 March 31, 2000 Commission File No.
000-24927
9
CLASSIFIED ONLINE.COM
(Exact name of registrant as specified in its charter)
Nevada 33-0199082
(State of organization) (I.R.S. Employer Identification No.)
5104 Oleander Ave., Fort Pierce, FL 34954
(Address of principal executive offices)
Registrant's telephone number, including area code (561) 337-4065
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 10,007,497 shares of common stock outstanding as of May
12, 2000.
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 10-QSB.
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 plans to build and maintain one of the most
comprehensive online classified databases available online. Cash
requirements will be met by advances from the Officers and
Directors or through a private placement of the Company's common
stock.
The newly designed, interactive website will provide users with
an easy and hassle-free way to buy and sell from each other
online, allowing viewers to enjoy a user-friendly marketplace to
conduct person-to-person e-commerce. Visitors to
http://www.ClassifiedOnline.com will experience several brand new
interactive classified areas including: Transportation,
Employment, Real Estate, Merchandise, Services, Personals, and
Collectables.
Further, a new section to ClassifiedOnline.com will provide an
expanded venue to local community newspapers, opening their
classified sections to viewers around the globe, and making those
advertisements available to all users. Bringing the "small town
papers" to the world will be a major part of
ClassifiedOnline.com's new business strategy, combined with
online partnerships, for auto, real estate, personal ads,
employment and merchandise listings. This innovative touch will
provide locally focused news and information to all visitors of
ClassifiedOnline.com
A full corporate profile for ClassifiedOnLine.com (OTCBB: CLOL -
news) may be found at http://www.SmallcapNewswire.com.
On January 24, 2000, the Company formed a new wholly-owned
subsidiary called SafeVenture.com. SafeVenture.com was
incorporated under the laws of the State of Nevada for the
purpose of designing, developing, and marketing an internet-based
escrow transaction service.
The Company's business is subject to the following risk factors:
RELIANCE ON KEY PERSONNEL. The Company places particular reliance
on certain key advisors, directors, and the president, whose
involvement would be considered material to the Company.
COMPETITION. The Company is an insignificant participant among
firms which engage in providing comprehensive classified
advertising on the Internet. There are many established companies
which have significantly greater financial resources, technical
expertise and experience than the Company. In view of the
Company's limited financial resources and management
availability, the Company will continue to be at significant
competitive disadvantage vis-a-vis the Company's competitors.
FUTURE FINANCING. The future success of the Company may depend on
financing.
REGULATION. Although the Company will be subject to regulation
under the Securities Exchange Act of 1934, management believes
the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not
be engaged in the business of investing or trading in securities.
The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company
to material adverse consequences. The Company does not at present
have any governmental permits, licenses or the like.
LIMITED OPERATING HISTORY. The Company has not generated any
revenues since its inception and has a limited operating history.
There can be no assurances that the Company will operate at a
profit. There can be no assurances that the growth strategies
identified by management will be successful, or, if they are
successful, that they will have a positive effect on the earnings
of the Company.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success
of the Company's operations may be dependent upon management
together with numerous other factors beyond the Company's
control.
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 March 31, 2000, and for the
three-month period then ended.
2
CLASSIFIED ONLINE.COM
(A Development Stage Enterprise)
Consolidated Balance Sheet
<TABLE>
<S> < <C> <C>
c
>
Assets March
31,
2000
Current assets:
Cash and cash equivalents $ 2,468
Accounts receivable 318
Prepaid expenses 43,235
Total current assets 46,021
Other assets 21,210
$ 67,231
Liabilities and Stockholders' Equity
(Deficit)
Current liabilities:
Accounts payable and accrued expenses 189,547
Total current liabilities 189,547
Stockholders' equity (deficit):
Preferred stock, $.01 par value,
authorized 20,000,000 shares, none
issued and outstanding
Common stock, $.001 par value, authorized 10,007
50,000,000 shares, issued 10,007,497
shares
Additional paid-in capital 365,197
Deficit accumulated during development (457,007
stage )
(81,803)
Less treasury stock, 46,300 common shares,
at cost (40,513)
Total stockholders' equity (deficit) (122,316
)
$ 67,231
</TABLE>
See accompanying notes to consolidated financial statements.
3
CLASSIFIED ONLINE.COM
(A Development Stage Enterprise)
Consolidated Statements of Operations
<TABLE>
<S> < <C> <C> <C>
c
>
Three Period from
Months February 9, 1999
Ended (Inception) Through
March 31, March 31, March 31,
2000 1999 2000
Net sales $
318 520
Expenses:
General and administrative 64,510 142,694 245,743
Consulting and professional 8,950 20,000 190,693
Equipment rental 3,862 14,624
Other 6,467
1,210
Total expenses
78,532 162,694 457,527
Loss before income taxes (78,214) (162,694) (457,007)
Income taxes
Net loss $ (162,694)
(78,214) (457,007)
Basic loss per common share $
(0.01) (0.02) (0.05)
Weighted average shares 10,007,49 8,084,711 9,280,091
outstanding 7
</TABLE>
See accompanying notes to consolidated financial statements.
4
CLASSIFIED ONLINE.COM
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
<TABLE>
<S> < <C> <C> <C>
C>
Three Period from
Months February 9, 1999
Ended (Inception) Through
March 31, March 31, March 31,
2000 1999 2000
Cash flows from operating
activities:
Reconciliation of net loss to net
cash provided by operating
activities:
Net loss $ (78,214) (162,694) (457,007)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
General, administrative, and 161,694 359,381
consulting expenses compensated
through the issuance of common
stock
Increase in accounts receivable (116) (318)
Increase (decrease) in prepaid 10,688 (64,445)
expenses and other assets
Increase in accounts payable 69,690 1,000 164,857
Total adjustments 80,262 162,694 459,475
Net cash provided by operating 2,048 2,468
activities
Cash flows from investing
activities
Cash flows from financing
activities
Net change in cash and cash 2,048 2,468
equivalents
Cash and cash equivalents at 420
beginning of period
Cash and cash equivalents at end $ 2,468 2,468
of period
</TABLE>
See accompanying notes to consolidated financial statements.
5
CLASSIFIED ONLINE.COM
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
March 31, 2000
(1) Description of Business and Summary of Significant
Accounting Policies
(a)Business
Classified OnLine.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 year
2000.
On January 24, 2000, the Company formed a new wholly-
owned subsidiary, SafeVenture.Com, in the state of
Nevada for the purpose of designing, developing, and
marketing an internet-based escrow transaction service.
The Company anticipates commencing operations during the
year 2000.
As of March 31, 2000, the Company was in the development
stage and had not begun its operations and had no
significant sources of revenue. Management intends to
fund future development activities through funding from
its principal stockholders and officers or 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)Presentation
The Company's financial statements include the accounts
of the Company and its wholly-owned subsidiaries,
WantToBuyOnline.Com and SafeVenture.Com. All
significant intercompany balances and transactions have
been eliminated in consolidation.
In the opinion of management, the unaudited financial
statements contain all adjustments necessary to present
fairly the Company's financial position as of March 31,
2000 and the results of operations and cash flows for
the three months ended March 31, 2000 and for the period
from February 9, 1999 (inception) through March 31, 2000
and 1999. The accompanying interim financial statements
should be read in conjunction with the Company's Form 10-
KSB filing for the period ended December 31, 1999.
(c)Loss Per Share
Earnings 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) outstanding during the period.
Diluted loss per share was antidilutive due to the net
loss generated by the Company during the periods ended
March 31, 2000 and 1999 and is therefore not reported.
(Continued)
6
CLASSIFIED ONLINE.COM
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(d)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 financial statement
having the same prominence as other consolidated
financial statements. As of March 31, 2000, the Company
had no components considered to be other comprehensive
income.
(2) Related Party Transactions
During the three months ended March 31, 2000 and the period
from February 9, 1999 (inception) through December 31, 1999,
a portion of the Company's operating expenses were funded by
the Company's president, vice-president, and certain
stockholders. As of March 31, 2000, the Company owed the
president, vice-president, and the stockholders $49,759,
$8,000, and $8,639, respectively, for reimbursement of such
expenses.
During the period from February 9, 1999 (inception) through
March 31, 1999, certain expenses were funded by an affiliate
of the Company's president. As of March 31, 2000 and 1999,
the Company owed the affiliate $9,172 and $1,000,
respectively, for reimbursement of such expenses.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation, 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) The exhibits, consisting of the Company's 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.
c) Reports on Form 8-K: None.
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/ Michael J. Lates
Michael J. Lates, Vice-President
Date: May 15, 2000
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