SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB

(Mark One)
[ X ]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1999
                                       OR
[   ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number 001-15241

                             YELLOWBUBBLE.COM, INC.
             (Exact name of registrant as specified in its charter)

                  Nevada                                  33-0786959
         (State or other jurisdiction                   (IRS employer
       of incorporation or organization)             Identification No.)


                                 118 Piccadilly
                             Mayfair, London W1V 9FJ
                                     England
                    (Address of principal executive offices)

                               011-44-20-7569-6782
               Registrant's telephone number, including area code

           Securities registered pursuant to Section 12(b) of the Act:

          Title of Each Class:         Name of Each Exchange on Which Registered
                 None                                 None


           Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes    x        No

         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 of  Regulation  S-B  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. [ ]

         State issuer's revenues for its most recent fiscal year:  none

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of a specified date within the past 60 days:  $48,903,563 as of April
20, 2000.

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of April 12, 2000:  13,365,600 shares of common stock, par
value $.001 per share.


<PAGE>
                                     PART I

Item 1.  Description of Business

Forward-looking Statements

         This  Annual  Report  includes  forward-looking  statements  within the
meaning of Section 21E of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act"). These statements are based on management's  beliefs and assumptions,  and
on information  currently  available to management.  Forward-looking  statements
include  statements  in which words such as  "expect,"  "anticipate,"  "intend,"
"plan," "believe," "estimate," "consider," or similar expressions are used.

         Forward-looking  statements are not  guarantees of future  performance.
They involve risks, uncertainties and assumptions.  The Company's future results
and  stockholder  values may differ  materially  from those  expressed  in these
forward-looking  statements.  Many of the  factors  that  will  determine  these
results and values are beyond the Company's  ability to control or predict.  For
these  statements,  the  Company  claims the  protection  of the safe harbor for
forward-looking statements contained in Section 21E of the Exchange Act.

Description of Business

         YellowBubble.com,  Inc., a Nevada  corporation  (the  "Company"),  is a
development stage company. The Company was incorporated in Nevada on February 5,
1998,  under the name "Mall of Fame, Inc." and changed its name on September 15,
1998 to "Famous  Internet Mall,  Inc." The Company was formed for the purpose of
creating  and  designing  an  interactive  web site that would  allow the public
access to an  Internet  shopping  mall to market  and sell the  products  and/or
services of celebrities.

          On February 6, 1998, the Company sold  3,000,000  shares of its common
stock,  par value $.001 (the "Common  Stock"),  to a then officer and  director,
Christopher  Lucidi, for an aggregate of $3,000, and commenced an offering of up
to 2,000,000  shares of Common Stock at a price of $0.05 per share,  pursuant to
Rule 504  promulgated  under  the  Securities  Act of  1933.  The  offering  was
completed  in March 1998,  at which time the Company  sold  2,000,000  shares of
Common  Stock for an aggregate  of $100,000  (realizing  net proceeds of $98,000
after deducting expenses of the offering).

          Following the offering and throughout  1999, the Company  concentrated
its efforts on the creation of its web site, http:/www.themalloffame.com,  which
became  operational  during 1999.  However,  the Company has not  transacted any
business through its web site and has not otherwise generated any revenues since
formation.

          In November  1999, the Company's  Board of Directors  declared a stock
dividend of 1.5 shares of Common Stock for each issued and outstanding  share of
Common Stock. Unless otherwise indicated, all share and per share data set forth
below gives effect to such stock dividend.

         On December  10,  1999,  Christopher  Lucidi sold  7,400,000  shares of
Common  Stock  (representing  approximately  60% of the total  then  issued  and

                                       2
<PAGE>

outstanding)  to John Meyer for an aggregate of $2,960.  In connection with such
sale, Mr. Lucidi and the then other officer and director of the Company resigned
and Mr. Meyer was elected the sole  director  and officer of the  Company.  As a
result, Mr. Meyer became the controlling shareholder of the Company.

                  After  reviewing the  Company's  business plan and the capital
required to implement  such plan,  Mr. Meyer  concluded  that the Company should
consider all of its strategic  alternatives,  including the possible acquisition
of a new business.  Negotiations were commenced to acquire all of the issued and
outstanding  capital  stock of  YellowBubble.com  Holdings  Limited,  a  company
incorporated  under the laws of England  ("Holdings").  In  anticipation of such
acquisition,  in late  December  of 1999  the  sole  director,  Mr.  Meyer,  and
shareholders  of the  Company  approved  a  change  in  the  Company's  name  to
YellowBubble.com  Inc., which change of name, because of a technical defect, did
not become effective until February 28, 2000.

         On  February  16,  2000,  the  Company  entered  into a Share  Exchange
Agreement (the  "Agreement")  with the five  shareholders of Holdings:  Narinder
Dhillon;  Gordon Barry  McFadzean;  David  Henderson  Scroggie;  Prashant Naresh
Patel, and The Continental  Trust Company Limited  (collectively,  the "Holdings
Shareholders").  Under the terms of the  Agreement,  the  Holdings  Shareholders
agreed to transfer to the  Company on the  closing  date all of their  shares in
Holdings  in exchange  for the  issuance to them of an  aggregate  of  8,163,000
shares of Common  Stock,  which  after  giving  effect to  certain  transactions
contemplated  thereunder would represent in the aggregate approximately 61.1% of
the issued and outstanding  shares of Common Stock on the closing date,  subject
to the prior  fulfillment of certain terms and  conditions.  Included among such
terms  and  conditions   were  the  repurchase  by  the  Company  from  existing
shareholders of an aggregate of 7,400,000  shares of Common Stock at a price per
share not to exceed  $.0004  (the "Share  Repurchase")  and the  execution  of a
subscription  agreement with an investor providing for a three phase purchase of
an  aggregate of 342,000  shares of Common  Stock at $14.625 per share  provided
certain milestones were achieved (the "Financing").

         The Company and the Holdings Shareholders  completed the share exchange
under the  Agreement  (the  "Share  Exchange")  on March 2,  2000 (the  "Closing
Date"). As contemplated under the Agreement,  on or before the Closing Date, the
Company  completed the Share  Repurchase for an aggregate  consideration of $740
($.0001 per share) and the 7,400,000 shares  repurchased were canceled.  As also
contemplated  under the  Agreement,  on or before the Closing Date,  the Company
entered into a subscription  agreement with an unrelated  private  investor (the
"Purchaser"),  pursuant to which the Purchaser agreed to effect the Financing as
follows:

                  On the  Closing  Date,  the  Company  issued to the  Purchaser
         102,600  shares  of  Common  Stock for an  aggregate  consideration  of
         $1,500,525 (the "Closing Financing"). The proceeds of this phase of the
         Financing had been  deposited into escrow for the benefit of a creditor
         of Holdings in repayment of a $473,000  bridge loan pending  completion
         of the Share Exchange. These funds have since been released from escrow
         to such  creditor.  The balance was released to the Company and will be
         used for working capital purposes.

                  On the  Closing  Date,  Purchaser  deposited  into  escrow  an
         additional  $1,500,525 in payment of the purchase of 102,600  shares of
         Common  Stock (the "Second  Phase").  These funds are to be released to
         the Company  provided  that  YellowBubble.com  Limited,  a wholly owned
         operating  subsidiary  of Holdings  ("YellowBubble"),  reaches  certain
         milestones  (the "First  Milestones")  set forth in the Agreement on or

                                      3

<PAGE>

         before  June 30, 2000 ( the  "Milestone Date"). These milestones relate
         primarily  to  the  registration  of  new  members,  implementation  of
         YellowBubble's  marketing plan, the recruitment of additional personnel
         and the engagement of professional consultants.

                  If the First Milestones are reached on or before the Milestone
         Date,  simultaneous  with the closing of the Second Phase the Purchaser
         is obligated to deposit in escrow a further $2,000,700 for the purchase
         of 136,800  shares of Common  Stock by the  Milestone  Date (the "Third
         Phase") if YellowBubble reaches certain additional  milestones relating
         primarily  to  the   registration   of  additional  new  members,   the
         implementation of YellowBubble's business plan and the commissioning of
         a  consumer  research  program.  No  assurances  can be given  that the
         Company will satisfy any of the  milestones by the  Milestone  Date and
         therefore  that the Second  Phase or the Third  Phase of the  Financing
         will be completed.

         In addition,  pursuant to the Agreement,  Narinder Dhillon, David Frank
Henderson  Scroggie  and Prashant  Naresh  Patel were  elected  directors of the
Company,  John Meyer resigned as a director of the Company.  Narider Dhillon was
appointed the Company's Chief Executive Officer.  David Frank Henderson Scroggie
was appointed the Company's  Executive Vice President,  Chief Financial  Officer
and  Secretary.  Prashant  Naresh Patel was appointed  the  Company's  Marketing
Director.

                  Holdings,  through its wholly owned subsidiary,  YellowBubble,
is engaged in  developing  new forms of on-line  shopping  for the  consumer  by
creating a membership  organization.  Its initial principal markets are expected
to be located in Great  Britain and Germany.  By combining  with  Holdings,  the
Company's intends to take advantage of the electronic advertising  opportunities
presented  by  the  Internet  and  the  proliferation  of  technology   enabling
individuals and businesses to access the world wide web. The Company's  strategy
will be to  enable  consumers  who  access  the  Company's  web site to share in
advertising  revenues and to pay lower prices for their merchandise and services
as a result of collective and direct buying.

         Although the  Company's  web site  relating to the purchase and sale of
products and/or services of celebrities remains operational,  the Company has no
present intention of pursuing the further development of such web site. Instead,
the  Company  intends  to  devote  all  of  its  efforts  and  resources  to the
development and expansion of Holding's business.

Item 2.  Properties

         During  1999,   the  Company's   executive   offices  were  located  in
approximately 300 square feet at 11974 Avenida Consentido, San Diego, California
92128.  The lease was on a  month-to  month  basis with an  unrelated  party and
provided for a monthly payment of approximately $300. The Company terminated the
lease in February 2000.

         Since  February  2000,  the Company has leased an  executive  office of
approximately 500 square feet in London,  England,  from an unrelated party. The
lease is for six months  and  expires  in  September  2000.  The  monthly  lease
payments are (pound)2,411. The Company contemplates relocating to more permanent
offices upon expiration of the current lease.

                                       4

<PAGE>

Item 3.  Legal Proceedings

         None.


Item 4.  Submission of Matters to a Vote of Security Holders

         None.


                                       5
<PAGE>


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         Market Information

         Prior to  November  1999,  there was no public  trading  market for the
Company's  Common  Stock.  Since  November 22,  1999,  the Common Stock has been
included for quotation on the OTC Bulletin Board under the symbol "FIMI",  since
January  4, 2000  under the symbol  "YBBL"  and since  April 11,  2000 under the
symbol "YBBLE".

         For the periods indicated,  the high and low closing bid prices for the
Company's Common Stock were as follows:

                                                            High           Low

         November  22, 1999 to December 31, 1999            $8.31         $2.98

         Quarter Ended March 31, 2000                      $22.00         $7.25

         April 1, 2000 to April 20, 2000                   $12.03         $7.00

         On April 20, 2000,  the closing bid price per share of Common Stock was
$8.00.

         There are no outstanding options or warrants to purchase, or securities
convertible into, shares of Common Stock.

         The Company is not and has not proposed to publicly offer any shares of
Common Stock.

         Holders of Record

         As of April 19, 2000,  there were 15 holders of record of the Company's
Common Stock, and the number of beneficial holders was approximately 50.

         Dividends

         The Company has never paid a cash dividend on its Common Stock nor does
the Company  anticipate  paying cash  dividends  on its Common Stock in the near
future. It is the present policy of the Company not to pay cash dividends on the
Common Stock but to retain earnings, if any, to fund growth and expansion.

Item 6.  Management's Discussion and Analysis

         Overview


                                       6
<PAGE>


         The Company is in the  development  stage and was organized in February
1998. The Company has never generated any revenues.

         On March 2, 2000, the Company  completed a share exchange with the five
shareholders  of  YellowBubble.com  Holdings  Limited  ("Holdings"),  a  company
incorporated  under the laws of England.  Under the terms of the Share  Exchange
Agreement,  the Holdings  shareholders  transferred  to the Company all of their
shares in  consideration  for the issuance to them of 8,163,000 shares of Common
Stock,  representing in the aggregate approximately 61.1% of the then issued and
outstanding  shares of  Common  Stock.  In  connection  with  this  transaction,
effective February 2000, the Company changed its name to YellowBubble.com., Inc.

         Holdings is engaged in developing new forms of on-line shopping for the
consumer by creating a membership organization. Currently, the principal markets
for its services are located in the United Kingdom and Germany.

         During the next 12 months,  the Company  intends  to devote  all of its
resources  to  developing  and  expanding  Holdings' business.

         Results of Operations

         The Company generated no revenues in 1999 or 1998.  Operating  expenses
in 1999 were approximately  $27,800 resulting,  after giving effect to the write
down of capital  assets,  in a net loss for 1999 in the amount of  approximately
$38,000. Operating expenses in 1998 were approximately $73,591, resulting, after
giving effect to a loss of $6,158 on the sale of marketable securities, in a net
loss for 1998 in the amount of approximately  $79,700.  The decrease in net loss
was attributable to the decrease in operating expenses during 1999, primarily in
salaries and web site development expenses. The Company expects operating losses
to continue for the foreseeable  future as it intends to significantly  increase
its operating expenses to implement its business plan.

         Liquidity and Capital Resources

         The Company  financed its operations  during 1999 through the remainder
of the proceeds of an offering under Rule 504 that was completed in 1998.

         In  connection  with the share  exchange  completed in March 2000,  the
Company  effected a three  phase  private  placement  of its Common  Stock to an
unaffiliated  purchaser (the  "Purchaser")  that provided the Company  initially
with $1,500,525, of which approximately $473,000 was used for the repayment of a
bridge loan. The balance of  approximately  $1,026,000  will be used for working
capital  purposes.  The Company is expected to receive an additional  $1,500,525
that was  deposited  into escrow by the  Purchaser on the date of the closing of
the share exchange. Such funds are to be released to the Company,  provided that
it achieves certain milestones by June 30, 2000. If the Company achieves certain
additional  milestones  by June 30,  2000,  it is  expected to receive a further
$2,000,700  in proceeds from the sale of shares to the  Purchaser.  Although the
Company's  auditors have issued a going concern  qualification  in their opinion
with respect to the  Company's  financial  statements  for the fiscal year ended
December 31, 1999, the Company expects to be able to fund its operations for the
foreseeable  future  if it  receives  all of the  funds in  connection  with the
afore-mentioned  private placement.  If the Company fails to meet the milestones
required  under  the  terms  of the  private  placement,  it  will  have to find

                                       7

<PAGE>

alternative  sources of equity or debt financing.  Any equity financing would be
expected to result in dilution to the holders of the Company's Common Stock. Any
debt  financing  obtained by the Company would be likely to include  restrictive
covenants limiting the Company's ability to obtain additional  capital,  whether
through additional debt or equity financings,  as well as restrictive  covenants
limiting the Company with respect to various  operational and financial matters.
There can be no assurance  that the Company will be able to find such sources of
financing  on terms  acceptable  to the  Company,  if at all.  If the Company is
unable to find such additional financing, it may have to curtail its operations.


                                       8


<PAGE>

Item 7.  Financial Statements


       The following financial statements of the Company are included in Item 7.

       Balance Sheet at December 31, 1999 and December 31, 1998.

       Statements of Operations for  the Years Ended  December 31, 1999 and 1998
       and for the period from inception to December 31, 1999.

       Statements of Cash  Flows for the  Years ended December 31, 1999 and 1998
       and for the period from inception to December 31, 1999.

       Statements of Shareholders' Equity for the Years ended  December 31, 1999
       and 1998 and for the period from inception to December 31, 1999.

       Notes to Financial Statements

                                       9

<PAGE>



                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
Yellowbubble.com, Inc. (formerly Famous Internet Mall, Inc.)
(A Development Stage Company)


We have audited the balance sheet of  Yellowbubble.com,  Inc.  (formerly  Famous
Internet  Mall,  Inc.) as at December 31, 1999 and the statements of operations,
changes in  stockholders'  equity and cash flows for the year ended December 31,
1999, and for the period from incorporation on February 5, 1998 through December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in  accordance  with United  States  generally  accepted
auditing  standards.  Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Yellowbubble.com,   Inc.
(formerly Famous Internet Mall, Inc.) as at December 31, 1999 and the results of
its operations,  changes in its stockholders'  equity and its cash flows for the
year ended December 31, 1999 and for the period from  incorporation  on February
5, 1998  through  December 31,  1999,  in  conformity  with  generally  accepted
accounting principles in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company has recurring  operating losses and a limited supply of
cash,  which raises  substantial  doubt about its ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 2. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.

The audited financial statements as at December 31, 1998 and for the period from
incorporation  on February 5, 1998 through  December  31, 1998 were  examined by
other independent auditors who expressed an audit opinion without reservation on
those statements in their audit report dated September 13, 1999.



                                                          Davidson & Company
Vancouver, Canada                                         Chartered Accountants

February 4, 2000


                                       10
<PAGE>

YELLOWBUBBLE.COM, INC.
(formerly Famous Internet Mall, Inc.)
(A Development Stage Company)
BALANCE SHEETS
AS AT DECEMBER 31

----------------------------------------------- ---------------- ---------------

                                                      1999            1998
----------------------------------------------- ---------------- ---------------
----------------------------------------------- ---------------- ---------------


ASSETS

Current
    Cash                                         $            -   $        3,546
    Accounts receivable                                       -            1,313
                                                 ---------------  --------------

                                                              -            4,859

Capital assets (Note 4)                                       -           18,907
                                                 ---------------  --------------

                                                 $            -   $       23,766
=============================================== ================ ===============
=============================================== ================ ===============



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities     $        16,645  $        2,466
                                                 ---------------  --------------

Stockholders' equity Capital stock (Note 5)
       Authorized
              50,000,000  common shares with a par value of $0.001
       Issued and outstanding
          December 31, 1999 and 1998 -
           12,500,000 common shares                       12,500          12,500
    Additional paid-in capital                            88,500          88,500
    Deficit accumulated during the
          development stage                            (117,645)        (79,700)
                                                 ---------------  --------------

                                                        (16,645)          21,300
                                                ----------------  --------------

                                                 $            -   $       23,766
=============================================== ================ ===============


   The accompanying notes are an integral part of these financial statements.


                                       11

<PAGE>

YELLOWBUBBLE.COM, INC.
(formerly Famous Internet Mall, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS

<TABLE>

--------------------------------------------------------------------------- ---------------- ---------------- ---------------
<CAPTION>
<S>                                                                         <C>               <C>              <C>

                                                                                 Cumulative
                                                                               Amounts From                      Period From
                                                                                February 5,                      February 5,
                                                                                       1998                             1998
                                                                            (Incorporation)                   (Incorporation)
                                                                                         to       Year Ended              to
                                                                               December 31,     December 31,    December 31,
                                                                                       1999             1999            1998
--------------------------------------------------------------------------- ---------------- ---------------- ---------------
--------------------------------------------------------------------------- ---------------- ---------------- ---------------



OPERATING EXPENSES
    Consulting                                                              $        20,000  $            -   $       20,000
    Amortization                                                                     13,397            6,988           6,409
    Bad debts                                                                         1,323            1,323              -
    General and administrative                                                        4,240              976           3,264
    Internet and website development                                                 27,726            1,226          26,500
    Professional fees                                                                19,000           16,500           2,500
    Salary and benefits                                                              12,918               -           12,918
    Shareholder information and transfer agent fees                                   2,809              809           2,000
                                                                            ---------------  ---------------  --------------

                                                                                   (101,413)         (27,822)        (73,591)
                                                                            ---------------  ---------------  --------------


OTHER ITEMS
    Interest and other income                                                         1,845            1,796              49
    Loss on sale of marketable securities                                            (6,158)              -           (6,158)
    Write-down of capital assets                                                    (11,919)         (11,919)             -
                                                                            ---------------  ---------------  -------------

                                                                                    (16,232)         (10,123)         (6,109)
                                                                            ---------------  ---------------  --------------


Loss for the period                                                         $      (117,645) $       (37,945) $      (79,700)
=========================================================================== ================ ================ ===============


Basic and diluted loss per common share (Note 3)                            $            -   $        (0.01)  $        (0.01)
=========================================================================== ================ ================ ===============
=========================================================================== ================ ================ ===============


Weighted average shares outstanding                                                               12,500,000      11,924,242
=========================================================================== ================ ================ ===============

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       12
<PAGE>

YELLOWBUBBLE.COM, INC.
(formerly Famous Internet Mall, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

<TABLE>

--------------------------------------------------------------------------- ---------------- ---------------- ----------------
<CAPTION>
<S>                                                                         <C>              <C>              <C>

                                                                                 Cumulative
                                                                               Amounts From                       Period From
                                                                                February 5,                       February 5,
                                                                                       1998                              1998
                                                                            (Incorporation)                   (Incorporation)
                                                                                         to       Year Ended               to
                                                                               December 31,     December 31,     December 31,
                                                                                       1999             1999             1998
--------------------------------------------------------------------------- ---------------- ---------------- ----------------
--------------------------------------------------------------------------- ---------------- ---------------- ----------------



CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                     $      (117,645) $      (37,945)  $       (79,700)
    Items not affecting cash:
       Amortization                                                                  13,397           6,988             6,409
       Loss on sale of marketable securities                                          6,124              -              6,124
       Write-down of capital assets                                                  11,919          11,919                -

    Net change in non-cash working capital items:
       (Increase) decrease in accounts receivable                                        -            1,313            (1,313)
       Increase in accounts payable and accrued liabilities                          16,645          14,179             2,466
                                                                            ---------------  --------------   ---------------

    Net cash used in operating activities                                           (69,560)         (3,546)          (66,014)
                                                                            ---------------  --------------   ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of capital assets                                                      (25,282)             -            (25,282)
    Purchase of marketable securities                                               (14,797)             -            (14,797)
    Proceeds from sale of marketable securities                                       8,639              -              8,639
                                                                            ---------------  --------------   ---------------

    Net cash used in investing activities                                           (31,440)             -            (31,440)
                                                                            ---------------  --------------   ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                                          103,000              -            103,000
    Payments for offering costs                                                      (2,000)             -             (2,000)
                                                                            ---------------  --------------   ---------------

    Net cash provided by financing activities                                       101,000              -            101,000
                                                                            ---------------  --------------   ---------------

Increase (decrease) in cash position for the period                                      -           (3,546)            3,546

Cash position, beginning of period                                                       -            3,546                -
                                                                            ---------------  --------------   --------------

Cash position, end of period                                                $            -   $           -    $         3,546
=========================================================================== ================ ================ ================

Supplemental disclosure with respect to cash flows
    Cash paid for income taxes                                              $           -    $           -    $           -
    Cash paid for interest                                                              -                -                -
=========================================================================== ================ ================ ================

There were no non-cash transactions during the periods presented.

</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>

YELLOWBUBBLE.COM, INC.
(formerly Famous Internet Mall, Inc.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>

==================================================== ============================ ============== ============== ==============
<CAPTION>
<S>                                                 <C>                          <C>             <C>            <C>

                                                                                                       Deficit
                                                                                                   Accumulated
                                                                                     Additional     During the          Total
                                                            Common Stock                Paid-in    Development  Stockholders'
                                                     ----------------------------
                                                     -------------- -------------
                                                            Shares        Amount        Capital          Stage         Equity
---------------------------------------------------- -------------- ------------- -------------- -------------- --------------
---------------------------------------------------- -------------- ------------- -------------- -------------- --------------

Balance, February 5, 1998 (incorporation)                       -   $         -   $          -   $          -   $          -

    Common stock issued for cash to officers             7,500,000         7,500         (4,500)            -           3,000

    Common stock issued for cash pursuant
       to an offering memorandum, net of
       $2,000 in offering costs                          5,000,000         5,000         93,000             -          98,000

    Loss for the period                                         -             -              -         (79,700)       (79,700)
                                                     -------------  ------------  -------------  -------------  -------------

Balance, December 31, 1998                              12,500,000        12,500         88,500        (79,700)        21,300

    Loss for the year                                           -             -              -         (37,945)       (37,945)
                                                     -------------  ------------  -------------  -------------  -------------

Balance, December 31, 1999                              12,500,000  $     12,500  $      88,500  $    (117,645) $     (16,645)
==================================================== ============== ============= ============== ============== ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>

YELLOWBUBBLE.COM, INC.
(formerly Famous Internet Mall, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999


1.      ORGANIZATION OF THE COMPANY

        The  Company  was  incorporated  under the laws of Nevada on February 5,
        1998 under the name of Mall of Fame, Inc. The principal activities since
        inception have been organizational  matters and the sale and issuance of
        shares of its $0.001 par value common  stock.  The Company was formed to
        create and design a fully functional, interactive internet website which
        was to allow the public to access an  internet  shopping  mall to market
        and sell the products and/or services of  celebrities.  The Company,  in
        accordance with SFAS No. 7, is considered a development stage company.

        On September 15, 1998, the Company changed its name  from Mall  of Fame,
        Inc. to Famous Internet Mall, Inc.

        On December 31, 1999, the Company  changed its name from Famous Internet
        Mall, Inc. to  Yellowbubble.com,  Inc. The name change is carried out in
        anticipation  of the  acquisition  of an innovative,  technology  driven
        marketing  company  which is  creating  a global  on-line  community  of
        members who are paid to surf the web.

        On November 22, 1999, the Company  forward split its common stock 2.5:1,
        thus  increasing the number of outstanding  common shares from 5,000,000
        shares to 12,500,000 shares.

2.      GOING CONCERN

        As of December 31, 1999, the Company has recurring  operating losses and
        a limited  supply of cash,  which  raises  substantial  doubt  about its
        ability to continue as a going concern.

        From February 5, 1998 (inception) through December 31, 1999, the Company
        raised initial  working  capital through a public offering of its common
        stock, which was expected to permit the Company to continue its start-up
        operations through December 31, 1999. The Company anticipates conducting
        debt financing or additional  common stock offerings,  which are not yet
        beyond the planning stages, to fund its proposed operations. The Company
        is largely  dependent upon the proceeds  anticipated to be received from
        proposed  future debt  financings or common stock offerings to carry out
        its proposed operations.  There is no assurance that the Company will be
        successful  in its efforts to raise the proceeds  needed to commence its
        proposed  operations.  The  financial  statements  do  not  include  any
        adjustments that might result from the outcome of this uncertainty.

3.      SIGNIFICANT ACCOUNTING POLICIES

        Use of estimates

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

        Cash and cash equivalents

        The Company considers all investments with a maturity of three months or
        less to be cash equivalents.


<PAGE>

YELLOWBUBBLE.COM, INC.
(formerly Famous Internet Mall, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999



3.      SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

        Capital assets

        Capital assets will be recorded at cost less  accumulated  depreciation.
        The cost of capital  assets is  depreciated  over the  estimated  useful
        lives  of  the  related   assets.   Amortization   is  computed  by  the
        straight-line  method  over the  estimated  useful  lives of the assets,
        which are five years for  furniture and three years for  equipment,  for
        financial reporting  purposes.  Amortization is computed on the Modified
        Accelerated Cost Recovery System ("MACRS") for income tax purposes.

        Earnings (loss) per share

        The Company  reports  earnings  per share using a dual  presentation  of
        basic and diluted earnings per share.  Basic earnings per share excludes
        the  impact of common  stock  equivalents.  Diluted  earnings  per share
        utilizes the average  market price per share when  applying the treasury
        stock method in  determining  common  stock  equivalents.  However,  the
        Company has a simple  capital  structure for the period  presented  and,
        therefore,  there is no variance  between the basic and diluted earnings
        per share.

        Income taxes

        Income  taxes are  provided in  accordance  with  Statement of Financial
        Accounting  Standards No. 109, "Accounting for Income Taxes". A deferred
        tax asset or liability is recorded for all temporary differences between
        financial  and tax  reporting  and  net  operating  loss  carryforwards.
        Deferred tax expenses  (benefit)  results from the net change during the
        year of deferred tax assets and liabilities.

        Deferred tax assets are reduced by a valuation  allowance  when,  in the
        opinion of  management,  it is more likely than not that some portion or
        all of the deferred tax assets will not be realized. Deferred tax assets
        and  liabilities are adjusted for the effects of changes in tax laws and
        rates on the date of enactment.

        Accounting for derivative instruments and hedging activities

        In September  1998,  the  Financial  Accounting  Standards  Board issued
        Statement  of  Financial  Accounting  Standards  No. 133  ("SFAS  133"),
        "Accounting  for Derivative  Instruments and Hedging  Activities"  which
        establishes   accounting   and  reporting   standards   for   derivative
        instruments  and for hedging  activities.  SFAS 133 is effective for all
        fiscal  quarters of fiscal years  beginning after June 15, 1999. In June
        1999,  the FASB issued SFAS 137 to defer the effective  date of SFAS 133
        to fiscal  quarters of fiscal years  beginning  after June 15, 2000. The
        Company does not anticipate that the adoption of the statement will have
        a significant impact on its financial statements.

        Reporting on costs of start-up activities

        In April 1998, the American  Institute of Certified Public  Accountant's
        issued Statement of Position 98-5 ("SOP 98-5"),  "Reporting on the Costs
        of  Start-Up  Activities"  which  provides  guidance  on  the  financial
        reporting of start-up costs and organization costs. It requires costs of
        start-up  activities and organization  costs to be expensed as incurred.
        SOP 98-5 is effective for fiscal years beginning after December 15, 1998

<PAGE>

        with initial adoption  reported as the cumulative  effect of a change in
        accounting  principle.  The Company's  adoption of this statement during
        the period had no affect on its financial statements.

        Stock-based compensation

        Statement of Financial  Accounting  Standards No. 123,  "Accounting  for
        Stock-Based  Compensation,"  encourages, but does not require, companies
        to record compensation cost for stock-based employee  compensation plans
        at fair  value.  The  Company  has  chosen to  account  for  stock-based
        compensation   using   Accounting   Principles  Board  Opinion  No.  25,
        "Accounting  for Stock Issued to  Employees."  Accordingly  compensation
        cost for stock options is measured as the excess,  if any, of the quoted
        market  price of the  Company's  stock at the date of the grant over the
        amount an employee is required to pay for the stock.

        Comprehensive income

        The Company has adopted Statement of Financial  Accounting Standards No.
        130 ("SFAS  130"),  "Reporting  Comprehensive  Income".  This  statement
        establishes  rules for the  reporting  of  comprehensive  income and its
        components.   The   adoption   of  SFAS  130  had  no  impact  on  total
        stockholders' equity as of December 31, 1999.

        Internet and web site development

        The Company expenses all internal and external costs incurred to develop
        the  internal-use  computer  software.  As a development  stage company,
        management has  determined  that the web site is not expected to provide
        substantive service potential to the Company.

        Comparative figures

        Certain  comparative  figures have been reclassified to conform with the
        current year's presentation.

4.      CAPITAL ASSETS

<TABLE>

<CAPTION>

        ====================================================== ============== =============== ==============================

                                                                                                      Net Book Value
                                                                                              ------------------------------
                                                                                              --------------- --------------
       <S>                                                     <C>            <C>             <C>              <C>
                                                                                 Amortization
                                                                         Cost     Accumulated            1999           1998
        ------------------------------------------------------ -------------- --------------- --------------- --------------
        ------------------------------------------------------ -------------- --------------- --------------- --------------

        Furniture and fixtures                                     $21,640     $   12,149      $    9,491     $    15,751
        Equipment and software                                       3,642          1,214           2,428           3,156
                                                                   -------         ------          ------          ------

                                                                   25,282         13,363          11,919           18,907
        Write-down of capital assets                              (25,282)       (13,363)        (11,919)             -
                                                                  --------       --------        --------          -------

                                                               $         -     $        -     $        -      $    18,907
        ====================================================== ============    ===========    ===========     ============


</TABLE>

5.      CAPITAL STOCK

        Stock split

        On November 22, 1999, the Company  implement a 2.5:1 forward stock split
        thus  increasing the number of outstanding  common shares from 5,000,000
        to  12,500,000  shares.  All reference to number of shares and per share
        amounts of common stock have been restated to reflect the stock split.


<PAGE>

YELLOWBUBBLE.COM, INC.
(formerly Famous Internet Mall, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999


5.      CAPITAL STOCK (cont'd.....)

        Common stock sales

        On February 6, 1998,  the Company  sold  7,500,000  shares of its $0.001
        common  stock to officers  for cash  totaling  $3,000.  These shares are
        "restricted securities" and may be sold only in compliance with Rule 144
        of the Securities Act of 1933, as amended (the "Act').

        On March 15, 1998, the Company sold  5,000,000  shares of its $0.001 par
        value  common  stock  for  $0.02  per  share  pursuant  to  Rule  504 of
        Regulation  D of the Act  resulting  in net  proceeds  of $98,000  after
        deducting offering costs of $2,000.

6.      UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

        The Year 2000 Issue  arises  because many  computerized  systems use two
        digits rather than four to identify a year.  Date-sensitive  systems may
        incorrectly  recognize  the year 2000 as some other date,  resulting  in
        errors.  The effects of the Year 2000 Issue may be  experienced  before,
        on, or after  January  1,  2000 and,  if not  addressed,  the  impact on
        operations  and  financial  reporting  may range  from  minor  errors to
        significant  systems  failure which could affect an entity's  ability to
        conduct  normal  business  operations.  It is not possible to be certain
        that all aspects of the Year 2000 Issue affecting the Company, including
        those  related to the efforts of  customers,  suppliers,  or other third
        parties, will be fully resolved.

7.      RELATED PARTY TRANSACTION

        During the year ended  December 31, 1999,  the Company  entered into the
following related party transactions:

        a) paid a  director $Nil (December 31, 1998 - $6,500) for  internet  and
           website development services.

        b) paid a director  $Nil  (December 31, 1998 - $12,918) for salaries and
           benefits.

        Included in accounts  receivable is $Nil (December  31, 1998 - $918) due
        from a director for payroll  taxes not withheld from his salary.

8.      INCOME TAXES

         A reconciliation  of the U.S.  statutory federal income tax rate to the
effective rate is as follows:
<TABLE>

----------------------------------------------------------------------------------- ---------------- ----------------
<CAPTION>
<S>                                                                                 <C>              <C>

                                                                                       December 31,     December 31,
                                                                                               1999             1998
----------------------------------------------------------------------------------- ---------------- ----------------
----------------------------------------------------------------------------------- ---------------- ----------------

U.S. federal statutory graduated rate                                                       15.00%           15.00%
State income tax rate, net of federal benefit                                                7.00%            7.00%
Net operating loss for which no tax benefit is currently available                         (22.00)%         (22.00)%
                                                                                      -------------    -------------

                                                                                             0.00%            0.00%
=================================================================================== ================ ================
</TABLE>

<PAGE>

YELLOWBUBBLE.COM, INC.
(formerly Famous Internet Mall, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999




8.      INCOME TAXES (cont'd.....)

        At December 31,  1999,  deferred  taxes  consisted of a net tax asset of
        $29,411 due to operating loss carryforwards of $117,645, which was fully
        allowed  for  in the  valuation  allowance  of  $29,411.  The  valuation
        allowance offsets the net deferred asset for which there is no assurance
        of recovery.  The change in the valuation  allowance for the years ended
        December  31, 1998 and 1999 was $19,925  and $9,486,  respectively.  Net
        operating loss carryforwards will expire in 2020.

        The  valuation  allowance  will be  evaluated  at the end of each  year,
        considering  positive and negative evidence about whether the asset will
        be realized.  At that time,  the  allowance  will either be increased or
        reduced;  reduction  could  result in the  complete  elimination  of the
        allowance if positive evidence  indicates that the value of the deferred
        tax  asset  is not  longer  impaired  and  the  allowance  is no  longer
        required.

9.      SUBSEQUENT EVENTS

        The  Company  entered  into the  following  transactions  subsequent  to
        December 31, 1999:

           On February 16, 2000, Yellowbubble.com, Inc. (the "Company") acquired
           all of the issued and outstanding  common shares of  Yellowbubble.com
           Holdings Limited ("Holdings"), a British corporation, in exchange for
           8,163,000  newly issued voting common shares of the Company issued at
           a deemed  price per share of US$1.00.  Holdings is the sole legal and
           beneficial  owner of  Yellowbubble.com  Limited  ("Yellowbubble"),  a
           British  corporation,  which  is  an  innovative,  technology  driven
           marketing  company  involved  in the  business  of  creating a global
           on-line community of members who are paid to surf the web.

           On the  closing  date of March 2, 2000,  the Company  purchased  from
           existing  shareholders  7,400,000 voting common shares of the Company
           for US$0.0004 per share, and then returned those shares to treasury.

           On the  closing  date of March  2,  2000,  the  Company  completed  a
           financing  to raise  US$1,500,525  for  working  capital  purposes by
           issuing  102,600  voting  common shares of the Company at a price per
           share of  US$14.625  after  having  met  certain  closing  milestones
           pursuant to a subscription agreement.

           After the share  cancellation  and the  issuance of new  shares,  the
           Company will have 13,365,000 issued and outstanding common shares.

           The  Company  is  required  to  complete  the   following   financing
           arrangements  within 120 days after the closing  date  provided  that
           Yellowbubble shall meet certain post-closing milestones pursuant to a
           subscription agreement:

           a)  to raise  US$1,500,525  for working  capital  purposes by issuing
               102,600  voting common shares of the Company at a price per share
               of  US$14.625  if  Yellowbubble   meets  the  First  Post-Closing
               milestones.

           b)  to raise  US$2,000,700  for working  capital  purposes by issuing
               136,800  voting common shares of the Company at a price per share
               of  US$14.625  if  Yellowbubble  meets  the  Second  Post-Closing
               milestones.

<PAGE>
           As a result of the share  exchange,  control of the Company passed to
           the former shareholders of Holdings. This type of share exchange will
           be  accounted  for  as  a  capital   transaction   accompanied  by  a
           recapitalization of Holdings.


<PAGE>

Item 8.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure.

         None.


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

         The  following  table sets  forth the name,  age and  position  of each
director and executive officer of the Company as of the date hereof.

NAME                             AGE   POSITION
John Meyer                       41    President
Narider Dhillon                  37    Chief Executive Officer and Director
David Frank Henderson Scroggie   65    Executive    Vice    President,     Chief
                                       Financial Officer, Secretary and Director
Prashant Naresh Patel            36    Marketing Director and Director

         John Meyer has been the Company's  President since December 1999. Since
May 1996, he has also been the President of Micro  Management Inc., a consulting
firm which provides financial,  public relations and investor relations services
for various private and public companies. From May 1994 until May 1996 Mr. Meyer
was a marketing and sales consultant for Bonanza Management

         Narinder Dhillon is the Founder Director of  YellowBubble.com  Holdings
Limited,  the  Company's  wholly owned  subsidiary,  and the  originator  of its
concept.  He was elected a director and appointed the Chief Executive Officer of
the Company in March 2000. From 1988 to 1996 he was National  Marketing Director
of  National  Safety  Associates,  Inc.,  a U.S.  based  environmental  products
organization.

         David Frank  Henderson  Scroggie has been the Company's Chief Financial
Officer, Executive Vice President, Secretary and a director since March 2000. He
is a founder of Holdings.  He was a Director at Cambridge  Corporate  Management
from 1995 to 1999.  Prior thereto he was a consultant with Sanlam Insurance.

         Prashant  Naresh  Patel  has been a  director  of the  Company  and its
Marketing  Director  since  March  2000.  He is a  founder  of  YellowBubble.com
Holdings  Limited.  Since  1997 he has  been  Managing  Director  of a group  of
Professional  Photographic  Imaging  businesses  based in Soho and Royal Park in
London. From 1988 to 1996 he was employed by National Safety Associates, Inc.


                                       21
<PAGE>


Compliance with Section 16(a) of the Exchange Act

         Section  16(a) of the Exchange Act  requires  the  Company's  executive
officers and directors,  and persons who own more than ten percent of the Common
Stock of the Company to file reports of ownership and changes in ownership  with
the Securities and Exchange Commission.  Executive officers,  directors and more
than ten percent stockholders are required by regulations  promulgated under the
Exchange  Act to furnish the Company  with copies of all Section  16(a)  reports
filed.

         None of the requisite forms were filed in connection  with the transfer
of shares of Common Stock from Mr. Lucidi to Mr. Meyer for the fiscal year ended
December 31, 1999

Item 10.  Executive Compensation

<TABLE>

<CAPTION>
                      Annual Compensation                Long Term Compensation
                      -------------------                ----------------------
<S>                   <C>      <C>    <C>        <C>     <C>          <C>         <C>       <C>         <C>
                                                            Other     Restricted
                                                            Annual       Stock    Options/    LTIP        All Other
Name                   Title    Year   Salary    Bonus   Compensation   Awarded   SARs(#)   payouts($)  Compensation
----                   -----    ----   ------    -----   ------------   -------   -------   ----------  ------------

Joseph G. Lucidi(1)    PRES.,   1998   $0         $0         $0           -0-       -0-        -0-           $0
                       COB      1999   $0         $0         $0           -0-       -0-        -0-           $0

John Meyer(2)          PRES.,   1999   $0         $0         $0           -0-       -0-        -0-           $0

</TABLE>

--------------------
         (1)      Mr. Lucidi resigned as President on December 10, 1999.
         (2)      Mr. Meyer became President on December 10, 1999.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The  following  table  sets  forth  information   regarding  beneficial
ownership  of  Registrant's  common  stock as of the date of this  report by all
shareholders  who  own 5% or  more  of  Registrant's  common  stock.  Beneficial
ownership has been  determined for purposes herein in accordance with Rule 13d-3
of the  Securities  Exchange  Act of 1934 as  amended,  under  which a person is
deemed to be the  beneficial  owner of  securities  if such person has or shares
voting power or investment  power in respect of such securities or has the right
to acquire beneficial ownership within 60 days.


                                       22

<PAGE>

                                                      Number of          Percent
Name and Address of Beneficial Owner                  Shares Owned        Owned

Narider Dhillon(1)                                    4,081,500            30.5%
David Frank Henderson Scroggie                          612,225             4.6%

Gordon Barry McFadzean                                  816,300             6.1%

Prashant Naresh Patel                                   612,225             4.6%

John Meyer                                                 -0-

The Continental Trust                                 2,040,750            15.3%
    Company Limited(2)

All Executive Officers and Directors
as a Group (four persons).....................        5,305,950            39.7%
-----------------

(1) Does not  include  shares  of Common  Stock  held by The  Continental  Trust
Company  Limited  (the  "Trust")  as to which Mr.  Dhillon  may have a financial
interest (at the  discretion of the Trust's  trustees) in the event of a sale of
such shares which sale is at the sole  discretion  of the trustees of the Trust.
Mr. Dhillon has no voting or dispositive power over said shares.

(2) Held for the benefit of a number of  individuals  at the  discretion  of the
trustees  of the Trust.  Except as set forth in  footnote  1 above,  none of the
beneficiaries of the Trust are affiliates of the Company,

Item 12.  Certain Relationships and Related Transactions

         None that are required to be disclosed herein.

                                       23

<PAGE>

                                     PART IV

Item 13.  Exhibits, List and Reports on Form 8-K

         (a)      Exhibits

Exhibit Number   Description of Exhibit
2.               Share   Exchange  Agreement  dated  February  16, 2000  between
                 Registrant,  Yellowbubble.com  Holdings Limited,  Gordon  Barry
                 McFadzean, Narinder Dhillon, Prashant Naresh Patel, David Frank
                 Henderson Scroggie,  The Continental  Trust Company Limited and
                 Yellowbubble.com Limited*

3.1              Certificate of Incorporation, as amended**

3.1a             Certificate of Amendment to Certificate of Incorporation
3.2              Registrant's By-laws**
27.1             Financial Data Schedule
-------------------
   *    Incorporated by reference to Registrant's Current Report on Form 8-K
        filed on April 12, 2000
   **   Incorporated by reference to Registrant's Registration Statement on Form
        10-SB

b)       Reports on Form 8-K

                  None.

                                       24

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                                     YELLOWBUBBLE.COM, INC.


                                                     By: /s/ Narider Dhillon
                                                        ------------------------
                                                         Narider Dhillon
                                                         Chief Executive Officer


Dated: April 25, 2000


Name                                       Title                      Date



/s/ Narider Dhillon                       Director                April 25, 2000
-----------------------------------
Narider Dhillon


/s/ Prashant Naresh Patel                 Director                April 25, 2000
-----------------------------------
Prashant Naresh Patel



/s/ David Frank Henderson Scroggie        Director                April 25, 2000
------------------------------------      Chief Financial
David Frank Henderson Scroggie            and Accounting Officer



                                       25

<PAGE>


                                 State of Nevada
                        Office of the Secretary of State
                               Carson City, Nevada

1.       Name of the Corporation: Famous Internet Mall, Inc.

2. The  Articles  have been  amended as follows  (provide  article  numbers,  if
available):

                  Article One (1):
                  The name of the Corporation is :
                  YellowBubble.com, Inc.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 9,000,000

4.       Signatures:


/s/ John Meyer                                      /s/ John Meyer
----------------------------                        ----------------------------
John Meyer                                          John Meyer
President or Vice President                         Secretary or Asst. Secretary

                                       26