<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB
                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED                                  COMMISSION FILE NO.
    DECEMBER 31, 2000                                           000-24927

                                 X-RAMP.COM, INC.
                        (FORMERLY CLASSIFIED ONLINE.COM)
                     (FORMERLY FUJI ELECTROCELL CORPORATION)
                 (Name of small business issuer in its charter)

         NEVADA                                         33-0199082
(State of incorporation)                   (I.R.S. Employer Identification No.)

2100 FIRST FEDERAL PLAZA, ROCHESTER, NEW YORK             14614
(Address of principal executive offices)                (Zip Code)

                    Issuer's telephone number (800) 819-9653

         Securities registered under Section 12(g) of the Exchange Act:
                         COMMON STOCK, $0.001 PAR VALUE
                        PREFERRED STOCK, $0.01 PAR VALUE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past12 months and (2) has been
subject to such filing requirements for the past 90 days. YES [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. [ ]

State issuer's revenue for its most recent fiscal year. $34,033.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the average bid and asked price of
such common equity, as of a specified date within the past 60 days. AS OF MAY
22, 2001: $1,410,969.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 20,746,784 OF COMMON STOCK AS OF MAY
22, 2001.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Unless the context indicates otherwise, the terms "X-Ramp" and "Company" as used
herein refer to X-Ramp.com, Inc. and its consolidated subsidiaries, and all
information is as of December 31, 2000. The Company's consolidated subsidiaries
are 1) Timely Information Corporation, incorporated in 1993 under the laws of
the State of New Jersey, 2) WantToBuyOnline.com, Inc., incorporated in 1999
under the laws of Nevada, 3) SafeVenture.com, Inc., incorporated in January 2000
under the laws of the State of Nevada, and 4) Classified Online.com, Inc.,
incorporated in May 2000 under the laws of the State of Nevada.

Business Development
--------------------

X-Ramp is a Nevada corporation incorporated on September 11, 1981 as Controlled
Combustion Corp. Its original purpose was to design, develop, and build a
pyrolitic plant. The Company's name was changed to Fuji Electrocell Corporation
on June 25, 1986 in connection with the Company receiving an assignment of the
right to market the Fuji brand of batteries in the United States. The Company
again changed its name on June 21, 1999 to Classified OnLine.com and on April
19, 2000 to its present name X-Ramp.com, Inc. The Company began active
operations in October 2000 to market comprehensive information technology
platforms to small and medium size businesses through remote access data
centers. On December 23, 2000, X-Ramp purchased all of the outstanding stock and
assets of Timely Information Corporation, a local exchange carrier providing
telecommunications services and Internet access. The Company has recently
commenced doing business using the name Network Invention. The Company's
principal executive offices are located at 2100 First Federal Plaza, Rochester,
New York 14614.

The Company particularly relies on Michael J. Lates, Jr., its president and a
director, for the development of its business. Mr. Lates involvement is
considered material to the Company. The future success of the Company is also
dependent on continued financing. The Company has not generated any profits
since its inception and has a limited operating history. While profitability is
projected during 2001, there can be no assurances that the Company will operate
at a profit. There are no assurances that the growth strategies identified by
management will be successful, or, if they are successful, that they will
necessarily have a positive effect on the earnings of the Company.

Business of Issuer
------------------

The Company is a total service provider ("TSP") and competitive local exchange
carrier ("CLEC").

The Company's principal TSP services are deploying applications and information
technology solutions to business through a remote access data center on a
monthly subscription basis. Business desktop computers are replaced with thin
client technology.

The Company's TSP services also offer:

         o        E-COMMERCE: Complete e-Commerce solutions, including
                  transaction processing, shopping carts, databases, customer
                  tracking, advertising banners and more.

         o        WEB HOSTING: Web hosting services to insure that web sites run
                  smoothly. With server redundancy and multiple high-speed
                  connections (including both wireless and wired sources)
                  maximum uptime and the ability to handle any level of traffic
                  is ensured.

         o        WEB DESIGN: Web solutions for personal or business needs.

The Company's CLEC services include

         o        VOICE & DATA: Local and long distance telephone, voice mail,
                  paging and telecommunication services.

         o        WIRELESS INTERNET: High-speed wireless broadband Internet
                  access.



<PAGE>

The Company also owns a non-revenue producing e-commerce classified
advertisement Internet website and an inactive e-commerce escrow transaction
service. The Company markets its products throughout the United States, but
principally in the Rochester, New York metropolitan area. The Company has 11
total employees and 10 full time employees.

The distribution methods for the Company's products and services include
wireless, wired, and fiber optic transmission.

The Company is an insignificant participant among telecommunications firms
serving western New York which include Frontier Communications of Rochester,
Verizon, Citizens Inc., Mpower Communications and Choice One Communications.
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 in comparison to
the Company's competitors.

Materials and components are purchased from a wide variety of suppliers and the
loss of any one supplier would not adversely affect the company's business to a
significant extent. The Company's principal suppliers are Microsoft Corporation,
CopperCom, Advanced Fibre Communications, Inc., and Frontier Communication of
Rochester.

While the Company actively pursues technology development as a means of
enhancing its competitive position, it does not currently hold and has not
applied for any patents. The Company has developed recognition of its business
products and services sold under the NETWORK INVENTION and TIMELY INFORMATION
trademarks.

The Company's telecommunications business is regulated by both the Federal
Communications Commission and the Public Service Commission. The Company has
received all approvals required from such governmental agencies to operate its
business. While the Company is unable to predict what governmental regulations
may be adopted or enacted in the future with respect to its business, existing
regulations have had no material adverse effect on its business.

Research and development constitute only a minor part of the Company's
activities. In Fiscal Year ended 2000, the research and development expenditures
were less than $1,000.00.

The Company expends no money for environmental compliance activities.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company leases Class A office space for its executive offices at 2100 First
Federal Plaza and Class B space for its operational center at 25 Franklin
Street, both in Rochester, New York.

Investment Policies
-------------------

The Company has no policies in place concerning investments in real estate or
interests in real estate, investments in real estate mortgages, or securities of
or interests in persons primarily engaged in real estate act ivies.

Description of Real Estate and Operating Data
---------------------------------------------

The Company's two leased properties are suitable and adequate for their current
use. The terms of the 2100 First Federal Plaza lease are set forth in the
exhibits hereto. The principal terms of the 25 Franklin Street lease are set
forth in the exhibits hereto. There are no present plans for the renovation,
improvement or development of such properties. The properties are subject to the
general competitive conditions present for their locations in downtown
Rochester, N.Y. and, in the opinion of management, the properties are adequately
covered by insurance. The properties are wholly used for the Company's business
except for several professional office tenants subletting on a month-to-month
basis certain portions of 2100 First Federal Plaza.



<PAGE>

ITEM 3. LEGAL PROCEEDINGS

A former officer of the Company, Barry Raphael, commenced an action on August
21, 2000 against his former wife, Diane Maureen Raposo, former Board members of
the Company, Rick Oldfield, Steve Hocke, Alan Kipnis, and Steve Tierney, as well
as the Company in the Superior Court of the State of California, County of Los
Angeles, Central Judicial District, seeking compensatory and punitive damages to
be determined at trial relating to Company stock transferred to Ms. Raposo. The
merits of the matter and ultimate disposition are not determinable at this time.
Mr.Raphael, through his attorney, has offered to settle the matter and
settlement discussions are ongoing.

The Company's former president and director, Richard Oldfield commenced an
action on September 13, 2000 against Classified Online.com, Inc. in the Circuit
Court of the19th Judicial Circuit in and for St. Lucie County, Florida for
$65,017.05,alleging the Company failed to timely pay certain promissory notes he
signed on behalf of the Company to himself, a female friend, and a corporation
he owned. The Company elected not to submit this subsidiary to jurisdiction in
Florida and contest the matter in state court in Florida. A judgment has
allegedly been entered for $70,360 according to information contained in the
involuntary bankruptcy petition filed by Mr. Oldfield and referenced INFRA.

Treasure Coast Mortgage Corporation, of which Mr. Oldfield is President,
commenced an action on October 16,, 2001 against Classified Online.com, Inc. in
the Circuit Court of the 19th Judicial Circuit in and for St. Lucie County,
Florida for $4,608.50 alleging breach of contract. The Company elected not to
submit this subsidiary to jurisdiction in Florida and contest the matter in
state court in Florida. A judgment has allegedly been entered for $8,548.60
according to information contained in the involuntary bankruptcy petition filed
by Treasure Coast Mortgage referenced INFRA.

A former employee of the Company, Kim Fair, commenced an action on March 29,
2001 against the Company in Rochester City Court, County of Monroe, State of New
York, seeking $5,440.00 together with court costs and attorneys fees for amounts
allegedly due under her employment agreement with the Company. The merits of the
matter and ultimate disposition are not presently determinable at this time. Ms.
Fair, through her attorney, has offered to settle the matter for $5,010.92.

An involuntary Chapter 11 bankruptcy petition was filed against the Company on
April 19, 2001 in the United State Bankruptcy Court, Western District of New
York, by Mr. Oldfield, Treasure Coast Mortgage Corporation, and Groupe Prime
Vest International, a former investment relations firm of the Company. While the
merits of the matter and ultimate disposition are not presently determinable at
this time, the Company strongly disputes such allegations and believes it has
substantial grounds for dismissal of the action. The Company is actively
defending such proceeding and seeks costs and damages against the petitioning
creditors. In addition to the petition referencing apparently the lawsuits filed
by Mr. Oldfield SUPRA, it references a breach of contract claim for $6,625. by
Groupe Prime Vest International and a lease default with Treasure Coast Mortgage
in the amount of $25,000.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the fourth quarter of 2000.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.
-------------------

Common Stock. The Company's Articles of Incorporation authorize the issuance of
50,000,000 shares of Common Stock, $0.001 par value per share. The shares are
non-assessable, without pre-emptive rights, and do not carry cumulative voting



<PAGE>

rights. Holders of common shares are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common shares are
entitled to share ratably in dividends, if any, as may be declared by the
Company from time-to-time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the holders of shares of
common stock are entitled to share on a pro-rata basis all assets remaining
after payment in full of all liabilities.

As of May 22, 2001, the Company had 20,746,784 shares issued and outstanding, of
which 18,251,718 shares are restricted pursuant to Rule 144 of the Securities
Act of 1933 ("Securities Act") and are subject to resale restrictions and,
unless registered under the Securities Act or exempted under another provision
of the Securities Act, will be ineligible for sale in the public market. There
are also 4,000,000 shares of common stock available to the president and former
president of the Company through stock options (see Items 10 & 11 INFRA). The
stock is traded on the OTCBB under the symbol XRMPE. The high and low sales
price for each quarter within the last two fiscal years were as follows:

QUARTER                           HIGH                              LOW

3Q 1999                           $1.75                             $0.25
4Q 1999                           $1.03                             $0.28
1Q 2000                           $1.16                             $0.53
2Q 2000                           $0.53                             $0.09
3Q 2000                           $0.30                             $0.06
4Q 2000                           $0.125                            $0.06

Preferred Stock. The Company's Articles of Incorporation authorize the issuance
of 20,000,000 shares of preferred stock, $0.01 par value per share. The
Company's Board of Directors has the authority, without action by the
shareholders, to issue all or any portion of the authorized preferred stock in
one or more series and to determine the voting rights, preferences as to
dividends and liquidation, conversion rights, and other rights of such series.
The preferred stock, if and when issued, may carry rights superior to those of
common stock; however no preferred stock maybe issued with rights equal or
senior to the preferred stock without the consent of a majority of the holders
of then-outstanding preferred stock.

The Company considers it desirable to have preferred stock available to provide
increased flexibility in structuring possible future acquisitions and
financings, and in meeting corporate needs which may arise. If opportunities
arise that would make the issuance of preferred stock desirable, either through
public offering or private placements, the provisions for preferred stock in the
Company's Certificate of Incorporation would avoid the possible delay and
expense of a shareholder's meeting, except as may be required by law or
regulatory authorities. Issuance of the preferred stock could result, however,
in a series of securities outstanding that will have certain preferences with
respect to dividends and liquidation over the common stock, which would result
in dilution of the income per share and net book value of the common stock.
Issuance of additional common stock pursuant to any conversion right which may
be attached to the terms of any series of preferred stock may also result in
dilution of the net income per share and the net book value of the common stock.

The issuance of preferred stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. Further, certain provisions of Nevada law could delay or
make more difficult a merger, tender offer, or proxy contest involving the
Company. While such provisions are intended to enable the Board of Directors to
maximize shareholder value, they may have the effect of discouraging takeovers
that could be in the best interests of certain shareholders. There is no
assurance that such provisions will not have an adverse effect on the market
value of the Company's stock in the future.

Holders
-------

There were approximately 1,000 shareholders of the common stock as of May 22,
2001 and no holders of the preferred stock.



<PAGE>

Dividends.
----------

The Company has not paid any dividends to date, and has no plans to do so in
the immediate future.

Recent Sales of Unregistered Securities.
---------------------------------------

On November 6, 2000, the Company issued 1,250,000 shares of restricted common
stock in return for development of the Safeventure.com website. $100,000 of
programming services performed was capitalized as web site development in the
accompanying consolidated balance sheets as of December 31, 2000, or
approximately $0.08 per share. 1,125,000 of these shares were issued to the
President of the Company. The remaining 125,000 shares were issued to an
employee of the Company.

On November 6, 2000, the Company issued 400,000 shares of restricted common
stock to a firm engaged to perform various business advisory services. These
services commenced on September 1, 2000 and are to be performed over a one-year
period starting from that date. The services are valued at $32,000, or
approximately $0.08 per share. The accompanying consolidated statements of
operations for the year ended December 31, 2000 includes a provision of $10,560
for these services. The remaining $21,440 is recorded as a prepaid expense in
the accompanying consolidated balance sheets as of December 31, 2000.

On November 21, 2000, the Company issued 20,500 shares of restricted common
stock in exchange for computer consultation services. These services were valued
at $3,485 in the accompanying consolidated statements of operations for the year
ended December 31, 2000, or approximately $0.17 per share.

On November 15, 2000, the Company issued 75,000 shares of restricted common
stock in exchange for marketing services. These services were valued at $37,500
in the accompanying consolidated statements of operations for the year ended
December 31, 2000, or $0.50 per share.

On December 4, 2000, the Company issued 937,500 shares of restricted common
stock in exchange for legal services. These services were valued at $75,000 in
the accompanying consolidated statements of operations for the year ended
December 31, 2000, or approximately $0.08 per share.

On December 4, 2000, the Company issued 94,238 shares of restricted common stock
in exchange for computer equipment. This equipment was capitalized in the
accompanying consolidated balance sheets as of December 31, 2000 at $7,539, or
approximately $0.08 per share.

On December 11, the Company issued 5,000 shares of restricted common stock in
exchange for computer consultation services. These services were valued at $850
in the accompanying consolidated statements of operations for the year ended
December 31, 2000, or approximately $0.17 per share.

The Company acquired Timely Information Corporation in exchange for 6,198,146
shares of restricted common stock. On April 13, 2001, 2,000,000 of those shares
were issued. As of the date of this report, the remaining 4,198,146 shares still
have not been issued. The accompanying consolidated balance sheets are presented
as if all 6,198,146 shares were outstanding as of December 31, 2000.

On December 29, 2000, the Company issued 465,625 shares of restricted common
stock to the President in lieu of salary. The wages were valued at $62,938 in
the accompanying consolidated statements of operations for the year ended
December 31, 2000, or approximately $0.14 per share.

On December 29, 2000, the Company issued 275,824 shares of restricted common
stock to the Secretary in lieu of salary The wages were valued at $21,714 in the
accompanying consolidated statements of operations for the year ended December
31, 2000, or approximately $0.08 per share.

On December 29, 2000, the Company issued 74,176 shares of restricted common
stock to the former President in lieu of salary. The wages were valued at
$34,286 in the accompanying consolidated statements of operations for the year
ended December 31, 2000, or approximately $0.46 per share.



<PAGE>

On December 29, 2000, the Company issued 183,333 shares of restricted common
stock to the President in repayment of $11,000 of debt or approximately $0.06
per share.

On December 29, 2000, the Company issued 50,000 shares of restricted common
stock to the Secretary in repayment of $3,000 of debt or approximately $0.06 per
share.

On December 29, 2000, the Company issued 200,000 shares of restricted common
stock to an employee in lieu of a signing bonus. The bonus was valued at $12,000
in the accompanying consolidated statements of operations for the year ended
December 31, 2000, or approximately $0.06 per share.

On December 29, 2000, the Company issued 240,000 shares of restricted common
stock to a former member of the board of directors in return for consulting
services to be provided from January 1, 2001 through June 30, 2001. The services
were valued at $14,400, or approximately $0.06 per share and is recorded as a
prepaid expense in accompanying consolidated balance sheets as of December 31,
2000.

On December 29, 2000, the Company issued 2,000 shares of restricted common stock
in exchange for computer consultation services. The services were valued at $860
in the accompanying consolidated statements of operations for the year ended
December 31, 2000, or approximately $0.43 per share.

On December 29, 2000, the Company issued 2,500 shares of restricted common stock
in exchange for advertising services. The services were valued at $1,075 in the
accompanying consolidated statements of operations for the year ended December
31, 2000, or approximately $0.43 per share.

On December 29, 2000, the Company issued 125,275 shares of restricted common
stock to an employee in lieu of salary. These wages were valued at $7,517 in the
accompanying consolidated statements of operations for the year ended December
31, 2000, or approximately $0.06 per share.

The Company relied on section 4(2) of the Securities Act of 1933 in exempting
such transactions from registration. No underwriting discounts or commissions
were paid in any such transactions.

ITEM 6. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This discussion 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
herein, other than statements of historical fact, are forward-looking
statements. Although the 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
herein.

The Company's financial condition significantly improved in the last quarter of
2000 with the acquisition of Timely Information Corporation. The results of
operations for the quarter are contained in the financial statements contained
herein.

The Company is a provider of software applications though an application service
provider ("ASP") model. The ASP allows the Company to deliver and support a
customer's entire Information Technology ("IT") needs at a predictable cost the
customer. The ASP model also allows for increasing gross profit margins as
customers are added to the system. Through the acquisition of Timely Information
Corporation, the Company is able to deploy solutions to companies already on
this subsidiary's network without incurring a burden for network implementation.

Both the ASP and telecommunications services are sold through direct sales. To
maximize returns while deploying telecommunications and ASP services, the



<PAGE>

Company identifies high potential facilities and buildings to deploy its network
through wireless technologies or leased T-1's. Using this approach, the Company
maximizes control over its network and infrastructure and limits reliance on
third party telecommunications providers.

The Company faces continuing challenges in achieving and obtaining sources of
liquidity and has not yet achieved profitability in its continuing operations.
While its revenues and profitability for 2001 are not presently determinable,
and its business is subject to a wide variety of factors not under its present
or future control, the Company forecasts achieving profitability during the
latter part of the year amid continuing month over month increases in revenue.

ITEM 7. FINANCIAL STATEMENTS.

The financial statements and supplemental data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10K-SB.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

Not applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The members of the Board of Directors of the Company serve until the next annual
meeting of the stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors. There are no family
relationships among the directors or executive officers.

Information as to the directors and executive officers of the Company as of May
15, 2001 is as follows:

NAME AND AGE                           POSITION AND BUSINESS EXPERIENCE

Michael J. Lates, Jr. (30)       President since May 2000 and Director since
                                 1999; Vice President (1999-2000); President,
                                 Patriot Computer System Inc (1995-1999); Staff
                                 Sergeant, U.S. Army (1989-June 2000)

James W. Blake (43)              Secretary and Treasurer since 1998 and Director
                                 since 1999; President, American International
                                 Square (1996-1998)

Michael Gilbert (unknown)        Director since July 2000; President, Skycom
                                 Enterprises, Ltd. since 1999.

Mr. Gilbert filed a voluntary petition for personal bankruptcy under Chapter 7
of the U.S. Bankruptcy Code in the United State Bankruptcy Court, Western
District of New York, in January 2001. Messrs. Lates and Blake failed to file on
a timely basis reports required by Section 16(a) of the Exchange Act during
2000. Both failed to file required Forms 4 and Form 5.



<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Directors are not compensated by the Company for their services. Compensation of
the Company's executive officers is determined by the Board of Directors. No
employment agreements or termination of employment or change-in-control
arrangements exist with the Company's executive officers.
<TABLE>

                                SUMMARY COMPENSATION TABLE
                                --------------------------
<CAPTION>

NAME AND                                     YEAR    SALARY      RESTRICTED      SECURITIES
PRINCIPAL                                                        STOCK           UNDERLYING
POSITION                                                         AWARD(S)        OPTIONS/SARS
<S>                                          <C>     <C>         <C>              <C>
Richard J Oldfield/President                 2000                   74,176
                   President                 1999                4,473,600        2,000,000

Michael J. Lates, Jr./President              2000    $10,000       465,625
                 Vice President              1999                1,500,000        2,000,000

James W. Blake/Secretary                     2000    $ 5,000       275,824
                                             1999                  200,000

Alvin J. Finklea/Chief Technology Officer    2000    $12,500       200,000

Alan Kipnis/Treasurer                        1999                  786,090
</TABLE>

Mr. Oldfield and Mr. Lates have been granted two options each; one, which will
expire in June 2002, allows each of them to purchase up to one million
(1,000,000) shares of the Company's common stock at a price of $2.50; the other,
which will expire in June 2001, allows each of them to purchase up to one
million (1,000,000) shares each of the Company's common stock at a price of
$2.00. These options were granted as compensation for their work on behalf of
the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following tables set forth information relating to the beneficial ownership
of the Company's common stock as of May 22, 2001 by those persons holding
beneficially more than 5% of the Company's capital stock, by the Company's
directors and executive officers, and by all of the Company's directors and
executive officers as a group.



<PAGE>

<TABLE>
         a) Security Ownership of Certain Beneficial Owners
            -----------------------------------------------
<CAPTION>
TITLE OF CLASS         NAME AND ADDRESS OF              AMOUNT AND NATURE OF        PERCENT OF CLASS (1)
                       BENEFICIAL OWNER                 BENEFICIAL OWNERSHIP

<S>                    <C>                                 <C>                               <C>
Common                 Frank P. Savino                     5,578,331 (2)                     20.7%
                       2100 First Federal Plaza
                       Rochester, New York 14614

Common                 Richard J. Oldfield                 4,549,271 (3)                     16.9%
                       3104 Southeast Overbrook Drive
                       Port St. Lucie, FL 34952

Common                 Michael J, Lates, Jr.               3,944,225 (4)                     14.6%
                       2100 First Federal Plaza
                       Rochester, New York 14614

Common                 Platinum Investment Corp.           2,200,000                          8.2%
                       Suite 1610, 1 HSBC Plaza
                       Rochester, New York 14604
</TABLE>

         (1)      Includes 2,000,000 shares subject to option within the next 60
                  days and 4, 198,146 shares which may be acquired within the
                  next 60 days
         (2)      Includes 3,778,331 shares that may be acquired within the next
                  60 days.
         (3)      Includes 200,000 shares held by corporation in which held 10%
                  or more equity interest and 1,000,000 shares which has the
                  right to acquire within 60 days pursuant to an option grant.
         (4)      Includes 648,958 and 31, 667 shares held by wife and wife's
                  son, respectively, to which beneficial ownership is disclaimed
                  and 1,000,000 shares has the right to acquire within 60 days
                  pursuant to an option grant.



<PAGE>
<TABLE>

         b)       Security Ownership of Management
                  --------------------------------
<CAPTION>
TITLE OF CLASS         NAME AND ADDRESS OF              AMOUNT AND NATURE OF        PERCENT OF CLASS (1)
                       BENEFICIAL OWNER                 BENEFICIAL OWNERSHIP

<S>                    <C>                                 <C>                               <C>
Common                 Richard J. Oldfield                 4,549,271(2)                      16.9%
                       3104 Southeast Overbrook Drive
                       Port St. Lucie, FL 34952

Common                 Michael J, Lates, Jr.               3,944,225 (3)                     14.6%
                       2100 First Federal Plaza
                       Rochester, NY 14614

Common                 James W. Blake                      1,199,681                          4.4%
                       2100 First Federal Plaza
                       Rochester, NY 14614

Common                 Alan R. Kipnis                      1,192,757                          4.4%
                       21755 Ventura Blvd.
                       Woodland Hills, CA 91364

Common                 Alvin J.Finklea                       241,738                          0.9%
                       2100 First Federal Plaza
                       Rochester, NY 14614

Common                 All directors and officers         11,127,672                         41.3%
                       As a group
</TABLE>

         (1)      Includes 2,000,000 shares subject to option within the next 60
                  days and 4, 198,146 shares which may be acquired within the
                  next 60 days
         (2)      Includes 200,000 shares held by corporation in which held 10%
                  or more equity interest and 1,000,000 shares which has the
                  right to acquire within 60 days pursuant to an option grant.
         (3)      Includes 648,958 and 31, 667 shares held by wife and wife's
                  son, respectively, to which beneficial ownership is disclaimed
                  and 1,000,000 shares has the right to acquire within 60 days
                  pursuant to an option grant.



<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On December 29, 2000, the Company issued 465,625 shares of restricted
         common stock to Mr. Lates in lieu of salary. The wages were valued at
         $62,938 in the accompanying consolidated statements of operations for
         the year ended December 31, 2000, or approximately $0.14 per share.

         On December 29, 2000, the Company issued 275,824 shares of restricted
         common stock to Mr. Blake in lieu of salary The wages were valued at
         $21,714 in the accompanying consolidated statements of operations for
         the year ended December 31, 2000, or approximately $0.08 per share.

         On December 29, 2000, the Company issued 74,176 shares of restricted
         common stock to Mr. Oldfield in lieu of salary. The wages were valued
         at $34,286 in the accompanying consolidated statements of operations
         for the year ended December 31, 2000, or approximately $0.46 per share.

         On December 29, 2000, the Company issued 183,333 shares of restricted
         common stock to Mr. Lates in repayment of $11,000 of debt or
         approximately $0.06 per share.

         On December 29, 2000, the Company issued 50,000 shares of restricted
         common stock to Mr. Blake in repayment of $3,000 of debt or
         approximately $0.06 per share.

         On December 29, 2000, the Company issued 200,000 shares of restricted
         common stock Mr. Finklea in lieu of a signing bonus. The bonus was
         valued at $12,000 in the accompanying consolidated statements of
         operations for the year ended December 31, 2000, or approximately $0.06
         per share.

         On December 29, 2000, the Company issued 240,000 shares of restricted
         common stock Mr. Kipnis in return for consulting services to be
         provided from January 1, 2001 through June 30, 2001. The services were
         valued at $14,400, or approximately $0.06 per share and is recorded as
         a prepaid expense in accompanying consolidated balance sheets as of
         December 31, 2000.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

FINANCIAL STATEMENTS
--------------------

         o        Report of Independent Accountants Davie Kaplan Chapman &
                  Braverman, P.C. dated May 21, 2001 and Report of Morgan Jacoby
                  Thurn Boyle & Associates, P.A. dated April 6, 2000.

         o        Consolidated Balance Sheets as of December 31, 2000 and 1999.

         o        Consolidated Statements of Operations for the years ended
                  December 31, 2000 and 1999

o        Changes in Shareholder's Equity(Deficit) for the years ended
 December 31, 2000 and 1999

         o        Consolidated Statements of Cash Flows for the years ended
                  December 31, 2000 and 1999

         o        Notes to Consolidated Financial Statements December 31, 2000
                  and 1999



<PAGE>

ITEM 601 EXHIBITS
-----------------

(3) (i) and (4) Articles of Incorporation
         o        Amended and Restated Articles of Incorporation of Fuji
                  Electrocell Corporation

(3) (ii)  and (4) By-Laws
         o        By-Laws of Fuji Electrocell Corporation

(10) Material Contracts
         o        Business Consultant Agreement dated December 26, 2000
         o        Agreement of Lease by and between Reynolds II, L.P. and Skycom
                  Corporation
         o        Office Lease Rochwil Associates To Timely Information Corp.

(11) Statement re: Computation of Per Share Earnings (see Consolidated
Statements of Operations for the years ended December 31, 2000 and 1999 SUPRA.

(13) Annual or Quarterly Reports

         o        Quarterly Report of Form 10-Q for the quarterly period ended
                  March 31, 2000
         o        Quarterly Report of Form 10-Q for the quarterly period ended
                  June 30, 2000
         o        Quarterly Report of Form 10-Q for the quarterly period ended
                  September 30, 2000

(16) Letter on Change In Certifying Accountant
         o        April 9, 2001 Letter from Morgan Jacoby Thurn Boyle &
                  Associates, P.A.

(21) Subsidiary List

(23) Consents
         o        Consent of Davie Kaplan Chapman & Braverman, P.C. dated May
                  21, 2001.

REPORTS ON FORM 8-K
-------------------

No reports were filed during the fourth quarter of 2000.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                           X-Ramp.com, Inc.

                By: /s/ MICHAEL J, LATES, JR.
                    -------------------------
                        Michael J. Lates
                          President

Date: May 25, 2001



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                        CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2000 AND 1999
                          INDEPENDENT AUDITORS' REPORT



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                           December 31, 2000 and 1999

                                TABLE OF CONTENTS
                                -----------------

                                                                         PAGE

INDEPENDENT AUDITORS' REPORT                                            1a - 1b

FINANCIAL STATEMENTS

     Consolidated balance sheets                                             2

     Consolidated statements of operations                                   3

     Consolidated statements of changes in shareholders' equity (deficit)    4

     Consolidated statements of cash flows                                   5

     Notes to consolidated financial statements                         6 - 16



<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors and Shareholders of
X-Ramp.com, Inc. and Subsidiaries

We were engaged to audit the accompanying balance sheet of X-Ramp.com, Inc. and
Subsidiaries as of December 31, 2000 and the related statements of operations,
changes in shareholders' equity (deficit) and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management.

We were unable to obtain a discussion or evaluation of the pending or threatened
litigation described in Note 7 from the Company's outside legal counsel. In
addition, the Company's accounting records do not provide sufficient evidence
supporting accounts payable, non-cash equity transactions, amounts due to a
former officer and income tax filings to permit the application of adequate
auditing procedures.

Because we were unable to obtain a discussion or evaluation of the pending or
threatened litigation from the Company's outside legal counsel, and we were not
able to apply auditing procedures to satisfy ourselves regarding accounts
payable, non-cash equity transactions, amounts due to a former officer and
income tax filings, as discussed in the preceding paragraph, the scope of our
work was not sufficient to enable us to express, and we do not express, an
opinion on the financial statements referred to in the first paragraph.

Davie Kaplan Chapman & Braverman, P.C.
Rochester, New York
May 21, 2001

                                       1a



<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors and Shareholders of
X-Ramp.com, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of X-Ramp.com, Inc.
(formerly known as Classified OnLine.com) and subsidiaries as of December 31,
1999 and the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the period from February 9, 1999 (inception)
through December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of X-Ramp.com, Inc. and
subsidiaries as of December 31, 1999, and the results of their operations and
their cash flows for the period from February 9, 1999 (inception) through
December 31, 1999 in conformity with generally accepted accounting principles.

/s/ Morgan, Jacoby, Thurn, Boyle & Associates, P.A.
---------------------------------------------------
Morgan, Jacoby, Thurn, Boyle & Associates, P.A.
Vero Beach, Florida
April 6, 2000

                                       1b



<PAGE>

                        X-Ramp.com, Inc. and subsidiaries

                           Consolidated Balance Sheets
                                  2000 and 1999

ASSETS                                                      2000          1999

Current assets

Cash and cash equivalents                                  45,493           420
Accounts receivable                                        12,938           202
Prepaid expenses                                           37,566        52,185
                                                           95,997        52,807

Property and equipment

Office furniture                                            2,533             -
Equipment under capital lease                             153,074             -
Equipment                                                 522,208             -
Work in process                                            17,991             -
Software                                                   26,336        24,340
                                                          722,142        24,340
Less accumulated depreciation                               8,819         2,434
                                                          713,323        21,906

Other assets

Other assets                                                  700         1,042
Goodwill, net of accumulated amortization of $0 in @CY    325,000             -
Website development costs, net of accumulated
amortization of $5,000 in 2000                             95,000             -
                                                          420,700         1,042

                                                        1,230,020        75,755

                                                            2000          1999

Current liabilities

Current portion capital lease obligations                  42,913             -
Due to a former officer                                    65,017             -
Other liabilities                                           6,000             -
Due to shareholder                                        100,000             -
Accounts payable                                          391,388       119,857
Accrued payroll and payroll taxes                          77,250             -
Accrued interest                                            4,296             -
Unearned revenue                                           33,270             -
                                                          720,134       119,857

Long term liabilities

Capital lease obligations, net of current portion         103,671             -

Shareholders' equity (deficit)

Common stock                                               22,222        10,007
Additional paid in capital                              1,342,667       365,197
Accumulated deficit                                      (918,161)     (378,793)
Treasury stock                                            (40,513)      (40,513)
                                                          406,215       (44,102)

                                                        1,230,020        75,755

                                        2



<PAGE>

                        X-Ramp.com, Inc. and subsidiaries

                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2000 and 1999

                                                        2000             1999

Revenues                                               34,033               202

General and administrative expenses                   568,277           375,989

Loss from operations                                 (534,244)         (375,787)

Other expenses

Interest expense                                        5,124             3,006

Net loss                                             (539,368)         (378,793)

Basic loss per common share                            ($0.05)           ($0.04)

Weighted average shares outstanding                10,657,749         9,076,416

                                        3



<PAGE>

X-Ramp.com, Inc. and subsidiaries

Consolidated Statements of Changes in Shareholders' Equity (Deficit)
For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                  ......Common Stock.........                                          Total
                                                          Additional                               Shareholders'
                                 Number                    Paid in     Accumulated    Treasury        Equity
                               of Shares        Amount     Capital       Deficit        Stock        (Deficit)

<S>                            <C>              <C>         <C>         <C>            <C>          <C>
Issuance of common stock       10,007,497       10,007      365,197            -             -       375,204

Repurchase of treasury stock            -            -            -            -       (40,513)      (40,513)

Net loss                                -            -            -     (378,793)            -      (378,793)

Balance, December 31, 1999     10,007,497       10,007      365,197     (378,793)      (40,513)      (44,102)

Issuance of common stock       12,214,955       12,215      977,470            -             -       989,685

Net loss                                -            -            -     (539,368)            -      (539,368)

Balance, December 31, 2000     22,222,452       22,222    1,342,667     (918,161)      (40,513)      406,215

                                                            4
</TABLE>



<PAGE>

                        X-Ramp.com, Inc. and subsidiaries

                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2000 and 1999

                                                            2000        1999

Cash flows from operating activities

Net loss                                                   (539,368)   (378,793)
Adjustments to reconcile net loss  to
net cash used for (provided by) operating activities
General and administrative expenses compensated
through the issuance of restricted common stock             330,004     359,381
Depreciation and amortization                                11,385       2,434
                                                           (197,979)    (16,978)
Increase (decrease) in cash and cash equivalents
due to changes in operating assets and liabilities
Accounts receivable                                          (3,221)       (202)
Prepaid expenses                                             16,452     (53,227)
Other assets                                                  1,042           -
Accounts payable                                            (10,636)     95,167
Accrued payroll and payroll taxes                            69,827           -
Accrued interest                                              4,296           -
                                                           (120,219)     24,760

Cash flows from investing activities

Expenditures for property and equipment                      (8,925)    (24,340)

Cash flows from financing activities

Net change in due to a former officer                        65,017           -
Net change in other liabilities                               6,000           -
Proceeds from issuance of restricted common stock           103,200           -
                                                            174,217           -

Net increase in cash and cash equivalents                    45,073         420

Cash and cash equivalents, beginning                            420           -

Cash and cash equivalents, ending                            45,493         420

                                                              2,000       1,999

Supplemental disclosures

Interest paid                                                   828       3,006

Supplemental schedule of non-cash investing
and financing activities

Property and equipment acquired through issuance
of restricted common stock                                   24,105           -

Issuance of restricted common stock for website
development costs                                           100,000           -

Purchase of Timely through the issuance of restricted
common stock, net of cash acquired of $44,845               432,376           -

Reverse acquisition of WantToBuy:

Accounts payable                                                  -      24,690
Common stock                                                      -       1,915
Additional paid in capital                                        -     (26,605)

Issuance of 7,128 shares of undocumented restricted
common stock of WantToBuy for no consideration:

Common stock                                                      -           7
Additional paid in capital                                        -          (7)

Contribution of 50,000 shares of restricted
common stock to treasury by a Company officer:

Additional paid in capital                                        -      43,750
Treasury stock                                                    -     (43,750)

                                        5

<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

1.       DESCRIPTION OF BUSINESS
         -----------------------

         X-Ramp.com, Inc. ("the Company" or "X-Ramp") is a publicly traded
         Nevada corporation. The Company was originally incorporated under the
         name of Controlled Combustion Corporation on September 11, 1981. Prior
         to changing its name to X-Ramp.com, Inc. on May 24, 2000, the Company
         was known as Fuji Electrocell Corporation from May 29, 1986 to July 15,
         1999 and ClassifiedOnLine.com, Inc. from July 16, 1999 to May 23, 2000.
         The Company intends to market a comprehensive information technology
         platform to small and medium size businesses through remote access data
         centers. To implement its business plan, the Company intends to obtain
         funding through the issuance of capital.

         On July 16, 1999, the Company acquired WantToBuyOnLine.com, Inc.
         ("WantToBuy") through an exchange of stock. WantToBuy was originally
         incorporated as ClassifiedOnLine.com, Inc. 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.
         Effective July 16, 1999, the acquisition date, ClassifiedOnLine.com,
         Inc. changed its name to WantToBuyOnLine.com, Inc.

         On January 24, 2000, the Company organized and incorporated
         SafeVenture.com, Inc. under the laws of the State of Nevada for purpose
         of designing, developing and marketing an internet-based escrow
         transaction service.

         On May 24, 2000, the Company organized and incorporated
         ClassifiedOnLine.com, Inc. under the laws of the State of Nevada. As of
         the date of this report, ClassifiedOnLine.com has not commenced
         operations.

         On December 23, 2000, the Company acquired Timely Information
         Corporation ("Timely") through an exchange of stock, as discussed in
         Note 3. Timely was organized and incorporated under the laws of the
         State of New Jersey on July 7, 1993. Timely is a local exchange carrier
         providing telecommunication services and internet access.

         X-Ramp.com, Inc.'s financial statements include the accounts of the
         Company and all of its wholly-owned subsidiaries, WantToBuyOnLine.com,
         SafeVenture.com, ClassifiedOnLine.com and Timely Information
         Corporation.

         The Company and all of its subsidiaries are located in Rochester, New
         York and grant credit in the normal course of business to customers
         primarily located in the Continental United States.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Consolidation
         -------------

         The consolidated financial statements include the accounts and
         transactions of the Company and its majority-owned subsidiaries after
         elimination of all significant intercompany transactions.

                                        6



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         ------------------------------------------

         Use of Estimates
         ----------------

         The preparation of the consolidated financial statements in conformity
         with generally accepted accounting principles requires management to
         make estimates and assumptions that affect the reported amounts of
         assets and liabilities, and the disclosure of contingencies of assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Method of Accounting
         --------------------

         The Company's consolidated financial statements are prepared using the
         accrual method of accounting in accordance with generally accepted
         accounting principles. Tax returns for Timely are prepared on the cash
         basis method of accounting. The Company has elected a December 31 year
         end.

         Revenue Recognition
         -------------------

         The Company recognizes revenue upon delivery of the product and
         acceptance of the product or service by the customer. Contract revenue
         received in advance of performance of services is deferred until earned
         and is classified as "unearned revenue" in the accompanying
         consolidated balance sheets.

         Cash and Cash Equivalents
         -------------------------

         The consolidated statements of cash flows classifies changes in cash or
         cash equivalents (short-term, highly liquid investments readily
         convertible into cash with an original maturity at the date of purchase
         of three months or less) according to operating, investing or financing
         activities. The Company places its temporary cash investments with
         high-credit, quality financial institutions and, by policy, limits the
         amount of credit exposure to any one financial institution. The Company
         believes no significant concentration of credit risk exists with
         respect to these cash investments.

         Accounts Receivable
         -------------------

         The Company considers accounts receivable to be fully collectible;
         accordingly, no allowance for doubtful accounts is required. If amounts
         become uncollectible, they will be charged to operations when that
         determination is made.

         Prepaid Expenses
         ----------------

         Prepaid expenses consist of prepaid professional and consulting fees
         which are amortized to expense over the period benefited.

                                        7



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         ------------------------------------------

         Property and Equipment
         ----------------------

         The investment in property and equipment is recorded at cost.
         Improvements that significantly add to the productive capacity or
         extend the assets' useful lives are capitalized, while maintenance and
         repairs are expensed as incurred. The Company's provision for
         depreciation of property and equipment is computed using the
         straight-line and accelerated methods over the estimated lives of the
         related assets which range from three to seven years. The cost of
         assets sold or otherwise disposed of and the related accumulated
         depreciation are eliminated from the accounts, and any resulting gain
         or loss is recognized as an element of other income or expense in the
         accompanying consolidated statements of operations.

         Work in process consists of software programming costs.

         Depreciation and amortization expense charged to operations totaled
         $11,385 and $2,434 for the years ended December 31, 2000 and 1999,
         respectively.

         Intangible Assets
         -----------------

         Website development costs are amortized using the straight-line method
         over a period of five years beginning on the date the asset is placed
         in service.

         Goodwill
         --------

         In connection with the purchase of Timely as discussed in Note 3,
         goodwill of $325,000 was recorded which represents the excess of the
         cost of Timely over the net assets acquired. Goodwill is being
         amortized using the straight-line method over a ten-year period.

         Impairment of Long-lived Assets
         -------------------------------

         In accordance with Statement of Financial Accounting Standards ("SFAS")
         No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
         LONG-LIVED ASSETS TO BE DISPOSED OF, long-lived assets held and used by
         the Company are reviewed for impairment whenever events or changes in
         circumstances indicate that the carrying amount of an asset may not be
         recoverable. For purposes of evaluating the recoverability of
         long-lived assets, the recoverability test is performed using the
         estimated future undiscounted cash flows associated with the asset.
         These future cash flows are compared to the asset's carrying amount to
         determine if a write-down to market value or discounted cash flow is
         required.

         Income Taxes
         ------------

         The Company accounts for income taxes utilizing SFAS 109, ACCOUNTING
         FOR INCOME TAXES, under which income taxes are provided for the tax
         effects of transactions reported in the consolidated financial
         statements. They consist of taxes currently due plus deferred income
         taxes. Deferred tax assets and liabilities are determined based on
         differences between the financial reporting and tax basis of assets and
         liabilities as well as temporary differences in the depreciation of
         fixed assets for financial and income tax reporting and are measured
         using the enacted tax rates and laws that are anticipated to be in
         effect when those differences are expected to reverse. Tax credits are
         accounted for on the flow-through method recognizing the tax benefit in
         the year they are available for use.

                                        8



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         ------------------------------------------

         Income Taxes (Continued)
         ------------------------

         The Company provides a valuation allowance for its deferred tax assets
         when it becomes more likely than not that some portion or all of the
         deferred tax assets will not be realized.

         Earnings (Loss) Per Share
         -------------------------

         Earnings per share ("EPS") is accounted for by using the basic and
         diluted earnings per share method prescribed by SFAS No. 128, "EARNINGS
         PER SHARE." Basic EPS excludes the effect of common stock equivalents
         and is computed by dividing income (loss) available to common
         shareholders by the weighted average number of shares outstanding for
         the period. Diluted EPS reflects the potential dilution that could
         result if securities or other contracts to issue common stock were
         exercised or converted into common stock. Diluted EPS was antidilutive
         due to the net loss generated by the Company during the years ended
         December 31, 2000 and 1999 and is therefore not reported.

         Advertising Costs
         -----------------

         The Company expenses advertising costs as incurred.

         Fair Value of Financial Statements
         ----------------------------------

         Cash and cash equivalents are valued at their carrying amounts which
         are reasonable estimates of fair value. The fair value of long-term
         debt is estimated using rates currently available to the Company for
         debt with similar terms and maturities. The fair value of all other
         financial instruments approximates cost as stated.

         Equity Transactions
         -------------------

         On October 23, 1995, the Financial Accounting Standards Board ("FASB")
         issued Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. 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. Once
         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 method 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.

                                        9



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         ------------------------------------------

         Reclassifications
         -----------------

         Certain prior year amounts have been reclassified in the consolidated
         financial statements to conform to the current year presentation.

3.       ACQUISITION
         -----------

         On December 23, 2000, the Company completed its acquisition of Timely,
         a local exchange carrier providing telecommunication services and
         internet access. Under the terms of the agreement, the Company acquired
         all of the outstanding shares of Timely. The total shares issued by the
         Company to effect the merger were 6,198,146 and were valued at
         $477,221. This transaction was accounted for as a purchase.

         The net book value of Timely at the time of the closing was comprised
         of the following:

                  Cash and cash equivalents                   $  44,845
                  Accounts receivable                             9,515
                  Prepaid expenses                                1,833
                  Property and equipment, net                   664,772
                  Other assets                                      700
                  Accounts payable                             (282,167)
                  Accrued payroll and payroll taxes              (7,423)
                  Unearned revenue                              (33,270)
                  Due to affiliate                             (100,000)
                  Capital lease obligations                    (146,584)
                                                              ----------

                                                              $ 152,221
                                                              ==========

         In connection with the acquisition of Timely, goodwill of $325,000 was
         recorded in the accompanying consolidated balance sheets.

4.       CAPITAL LEASE OBLIGATIONS
         -------------------------

         The consolidated financial statements include certain equipment which
         are recorded as capital lease obligations. The capital lease
         obligations originated through the acquisition of Timely as discussed
         in Note 3.

         Equipment under capital lease obligations included in property and
         equipment in the accompanying consolidated balance sheets totaled
         $153,074 at December 31, 2000.

         Capital lease obligations are due in monthly installments ranging from
         $214 to $1,257 including interest ranging from 13% to 17% through May,
         2005. The related equipment is collateral to the leases. The following
         is a schedule by years of future minimum lease payments under these
         capital lease obligations together with the present value of the net
         minimum lease payments as of December 31, 2000:

                                       10



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

4.       CAPITAL LEASE OBLIGATIONS (Continued)
         -------------------------

                           YEAR                                      AMOUNT
                           ----                                    ----------

                           2001                                    $  62,290
                           2002                                       55,349
                           2003                                       42,017
                           2004                                       25,947
                           2005                                        1,862
                                                                   ----------
         Total minimum lease payments                                187,465
         Less amount representing interest                            40,881
                                                                   ----------

         Present value of net minimum lease payments               $ 146,584
                                                                   ==========

         Current portion                                           $  42,913
         Long-term portion                                           103,671
                                                                   ----------

                                                                   $ 146,584
                                                                   ==========

5.       INCOME TAXES
         ------------

         No provision for income taxes has been reflected in the accompanying
         consolidated statements of operations for the year ended December 31,
         2000, as net operating losses are available to offset current income
         tax liabilities. The minimum franchise tax payments are included in
         general and administrative expenses.

         Deferred income taxes for Timely consisted of the following:

                  Long-term:
                      Asset                                        $  93,000
                      Liability                                      (34,000)
                                                                   ----------
                                                                      59,000
                  Valuation allowance                                (59,000)
                                                                   ----------
                                                                   $       -
                                                                   ==========

         At December 31, 2000, one of the Company's subsidiaries (Timely) had
         federal and state net operating loss carryovers (NOL's) of
         approximately $197,000 and $186,000, respectively, available to carry
         forward to future years. The NOL's begin to expire in the year 2017. As
         a result of the annual limitation and the difficulty in predicting
         utilization of these carryovers beyond a period of three years, Timely
         has established valuation allowances for the NOL's. Utilization of
         these NOL's is reviewed annually, and the valuation allowance is
         adjusted accordingly.

         X-Ramp and certain of its subsidiaries have generated net operating
         losses which are available to offset future taxable income. The
         accompanying consolidated financial statements do not include a
         provision for deferred income taxes related to these NOL's due to the
         uncertainty of the realization of the carryforwards. In addition,
         X-Ramp and WantToBuy are not in compliance with their income tax
         filings for the years presented.

                                       11



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

6.       COMMITMENTS
         -----------

         The Company and its subsidiaries lease office space under agreements
         expiring July, 2005. Timely leases certain equipment at monthly
         payments ranging from $466 to $3,897 per month through July, 2002.
         Minimum rental payments under the non-cancelable operating leases at
         December 31, 2000 are as follows:

                    YEAR                                AMOUNT
                    ----                               ---------

                    2001                               $185,160
                    2002                                168,393
                    2003                                166,938
                    2004                                174,438
                    2005                                 47,068
                                                       ---------
                                                       $741,997
                                                       =========

         Rent expense for office space amounted to $22,270 for the year ended
         December 31, 2000.

7.       CONTINGENCIES
         -------------

         On August 21, 2000, a former officer of the Company commenced an action
         against various defendants (including the Company and former board
         members) seeking compensatory and punitive damages to be determined at
         trial relating to Company stock transferred to the plaintiff's former
         wife. The outcome and merits are not determinable at this time.
         Settlement discussions are continuing.

         The Company's former president and director commenced a lawsuit on
         September 13, 2000 against a subsidiary of the Company for $65,017,
         alleging that the subsidiary failed to timely pay certain promissory
         notes he signed on behalf of the Company to himself and his affiliates.
         Company officers elected not to file a responsive pleading in the
         matter. A liability of $69,313 (including accrued interest of $4,296)
         is recorded in the accompanying consolidated balance sheets as of
         December 31, 2000.

         An affiliate of one of the Company's former officers commenced an
         action on October 16, 2000 against a subsidiary of the Company alleging
         breach of contract. Company officers elected to not file a responsive
         pleading in the matter and a judgment was entered against the
         subsidiary for $8,549. This liability has not been recorded in the
         accompanying consolidated balance sheets.

         An involuntary petition was filed against the Company on April 19, 2001
         in the United States Bankruptcy Court, Western District of New York, by
         a former officer and his affiliates, requesting an order for relief
         under Chapter 11 of the Bankruptcy Code. While the merits of the matter
         and ultimate disposition are not presently determinable at this time,
         the Company strongly disputes such allegations and believes it has
         substantial grounds for dismissal of the action. The Company is
         actively defending such proceeding and seeks costs and damages against
         the petitioning creditors.

         The Company is involved in various claims and legal actions arising in
         the normal course of business, the ultimate disposition or damages of
         which, if any, are not presently determinable.

                                       12



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

8.       RELATED PARTY TRANSACTIONS
         --------------------------

         During 1999, a portion of the Company's operating expenses were funded
         by the Company's former president, vice president and certain
         stockholders. At December 31, 1999, the Company owed the former
         president, former vice president and the stockholders $46,345, $5,000
         and $8,639, respectively, for reimbursement of such expenses.

         During 1999, certain expenses were funded by an affiliate of the
         Company's former president. At December 31, 1999, the Company owed the
         affiliate $9,172 for reimbursement of such expenses.

         The Company is indebted to a shareholder of Timely in the amount of
         $100,000 at December 31, 2000. The loan bears interest at 9% and has no
         scheduled date of repayment.

         Amounts due to a former officer including interest totaled $69,313 at
         December 31, 2000.  See Note 7.

         As discussed in Note 10, the Company issued restricted common stock
         during 2000 and 1999 for various services rendered by the Company's
         officers, directors and affiliates. During 2000, restricted common
         stock was issued to Company officers in repayment of debt.

9.       ADVERTISING COSTS
         -----------------

         Advertising expenses charged to operations totaled $52,270 and $14,050
         for the years ended December 31, 2000 and 1999, respectively.

10.      CAPITAL STOCK AND EQUITY TRANSACTIONS
         -------------------------------------

         The Company's articles of incorporation authorizes 20,000,000 shares of
         preferred stock to be issued with a $.01 par value. The board of
         directors may determine, among other things, the number of shares
         constituting a series of preferred stock, the rate and preference of
         dividends, if any, whether any dividends would be cumulative, whether
         preferred shares may be redeemed and, if so, the redemption price and
         liquidation preferences. As of December 31, 2000, the Company has not
         issued any preferred stock.

         Upon formation of WantToBuy (formerly ClassifiedOnLine.com) in
         February, 1999, 8,084,711 shares of common stock were issued to several
         individuals as compensation for various organizational and consulting
         services provided to the Company. The stock was valued at $252,694,
         which was the estimated fair value of the stock at the time of issuance
         and was the approximate value of services provided to the Company.

         On July 16, 1999, X-Ramp (formerly ClassifiedOnLine.com and formerly
         Fuji Electrocell Corporation) acquired WantToBuy in accordance with an
         exchange agreement approved by the board of directors of both
         companies. The acquisition resulted in an increase in accounts payable
         of $24,690, an increase in common stock of $1,915 and a reduction in
         additional paid-in capital of $26,605. Subsequent to the acquisition,
         7,128 of undocumented shares of WantToBuy common stock were presented
         for exchange for no consideration, resulting in an increase in common
         stock and a reduction in additional paid-in capital in the amount of
         $7.

                                       13



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

10.      CAPITAL STOCK AND EQUITY TRANSACTIONS (Continued)
         -------------------------------------

         During the period ended December 31, 1999, the Company's president
         transferred 208,000 shares of his ownership in the Company's common
         stock to outside consultants in exchange for their services. The
         services, valued at the relative fair value of $103,450, were reflected
         as a contribution to capital and consulting and professional expense in
         the accompanying consolidated financial statements.

         In November, 1999, the Company's vice president contributed 50,000
         shares of his common stock in the Company to treasury. The stock was
         reflected as a contribution to capital and an increase in treasury
         stock at the fair value of the shares on the date of transfer, which
         amounted to $43,750. Subsequently, 3,700 shares of the stock held in
         treasury were reissued to an outside consultant at the fair value of
         the services rendered, which amounted to $3,237.

         During 2000, various investors purchased restricted shares of common
         stock for a negotiated dollar amount. In total, $103,200 was invested
         for 1,628,336 shares of restricted common stock.

         On November 6, 2000, the Company issued 1,250,000 shares of restricted
         common stock in return for development of the Safeventure.com website.
         $100,000 of programming services performed were capitalized as website
         development costs in the accompanying consolidated balance sheets as of
         December 31, 2000, or approximately $0.08 per share. 1,125,000 of these
         shares were issued to the president of the Company (see Note 8, RELATED
         PARTY TRANSACTIONS). The remaining 125,000 shares were issued to an
         employee of the Company.

         On November 6, 2000, the Company issued 400,000 shares of restricted
         common stock to a firm engaged to perform various business advisory
         services. These services commenced on September 1, 2000 and are to be
         performed over a one-year period starting from that date. The services
         are valued at $32,000, or approximately $0.08 per share. The
         accompanying consolidated statements of operations for the year ended
         December 31, 2000 includes a provision of $10,560 for these services.
         The remaining $21,440 is recorded as a prepaid expense in the
         accompanying consolidated balance sheets as of December 31, 2000.

         On November 21, 2000, the Company issued 20,500 shares of restricted
         common stock in exchange for computer consultation services. The
         services were valued at $3,485 in the accompanying consolidated
         statements of operations for the year ended December 31, 2000, or
         approximately $0.17 per share.

         On November 15, 2000, the Company issued 75,000 shares of restricted
         common stock in exchange for marketing services. The services were
         valued at a total of $37,500 or $0.50 per share. The accompanying
         consolidated statements of operations for the year ended December 31,
         2000 and 1999 include expense of $21,600 and $15,900, respectively.

         On December 4, 2000, the Company issued 937,500 shares of restricted
         common stock in exchange for legal services. These services were valued
         at $75,000 in the accompanying consolidated statements of operations
         for the year ended December 31, 2000, or approximately $0.08 per share.

                                       14



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

10.      CAPITAL STOCK (Continued)
         -------------

         On December 4, 2000, the Company issued 94,238 shares of restricted
         common stock in exchange for computer equipment. This equipment was
         capitalized in the accompanying consolidated balance sheets as of
         December 31, 2000 at $7,539, or approximately $0.08 per share.

         On December 11, the Company issued 5,000 shares of restricted common
         stock in exchange for computer consultation services. These services
         were valued at $850 in the accompanying consolidated statements of
         operations for the year ended December 31, 2000, or approximately $0.17
         per share.

         X-Ramp acquired Timely in exchange for 6,198,146 shares of restricted
         common stock valued at $477,221 as discussed in Note 3. On April 13,
         2001, 2,000,000 of those shares were issued. As of the date of this
         report, the remaining 4,198,146 shares still have not been issued. The
         accompanying consolidated balance sheets are presented as if all
         6,198,146 shares were outstanding at December 31, 2000.

         On December 29, 2000, the Company issued 465,625 shares of restricted
         common stock to the president in lieu of salary (see Note 8, RELATED
         PARTY TRANSACTIONS). The wages were valued at $62,938 in the
         accompanying consolidated statements of operations for the year ended
         December 31, 2000, or approximately $0.14 per share.

         On December 29, 2000, the Company issued 275,824 shares of restricted
         common stock to the secretary in lieu of salary (see Note 8, RELATED
         PARTY TRANSACTIONS). The wages were valued at $21,714 in the
         accompanying consolidated statements of operations for the year ended
         December 31, 2000, or approximately $0.08 per share.

         On December 29, 2000, the Company issued 74,176 shares of restricted
         common stock to the former president in lieu of salary (see Note 8,
         RELATED PARTY TRANSACTIONS). The wages were valued at $34,286 in the
         accompanying consolidated statements of operations for the year ended
         December 31, 2000, or approximately $0.46 per share.

         On December 29, 2000, the Company issued 183,333 shares of restricted
         common stock to the president in repayment of $11,000 of debt (see Note
         8, RELATED PARTY TRANSACTIONS), or approximately $0.06 per share.

         On December 29, 2000, the Company issued 50,000 shares of restricted
         common stock to the secretary in repayment of $3,000 of debt (see Note
         8, RELATED PARTY TRANSACTIONS), or approximately $0.06 per share.

         On December 29, 2000, the Company issued 200,000 shares of restricted
         common stock to an employee in lieu of a signing bonus. The bonus was
         valued at $12,000 in the accompanying consolidated statements of
         operations for the year ended December 31, 2000, or approximately $0.06
         per share.

                                       15



<PAGE>

                        X-RAMP.COM, INC. AND SUBSIDIARIES
                        ---------------------------------

                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

10.      CAPITAL STOCK (Continued)
         -------------

         On December 29, 2000, the Company issued 240,000 shares of restricted
         common stock to a former member of the board of directors in return for
         consulting services to be provided from January 1, 2001 through June
         30, 2001. The services were valued at $14,400, or approximately $0.06
         per share and are recorded as a prepaid expense in accompanying
         consolidated balance sheets as of December 31, 2000.

         On December 29, 2000, the Company issued 2,000 shares of restricted
         common stock in exchange for computer consultation services. The
         services were valued at $860 in the accompanying consolidated
         statements of operations for the year ended December 31, 2000, or
         approximately $0.43 per share.

         On December 29, 2000, the Company issued 2,500 shares of restricted
         common stock in exchange for advertising services. The services were
         valued at $1,075 in the accompanying consolidated statements of
         operations for the year ended December 31, 2000, or approximately $0.43
         per share.

         On December 29, 2000, the Company issued 125,275 shares of restricted
         common stock to an employee in lieu of salary. These wages were valued
         at $7,517 in the accompanying consolidated statements of operations for
         the year ended December 31, 2000, or approximately $0.06 per share.

         On June 11, 1999, the Company issued options to purchase shares of
         common stock to the Company's former president and former
         vice-president. The Company's former president and former
         vice-president each received options to purchase 1,000,000 shares of
         common stock at $2.00 per share, expiring June 11, 2001, and options to
         purchase 1,000,000 shares of common stock at $2.50 per share, expiring
         June 11, 2002. The options may be exercised at any time during those
         periods. As of December 31, 2000 and 1999, none of the options have
         been exercised.

         As of December 31, 2000 and 1999, the Company's outstanding stock
         options, representing 4,000,000 shares of common stock, have exercise
         prices ranging from $2.00 to $2.50, a weighted average exercise price
         of $2.25, and a remaining weighted average contractual life of
         approximately two years. No compensation expense was recorded in the
         consolidated financial statements for the options issued to the
         Company's officers, 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 or
         three years, depending on the option period.

                                       16