SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 2000

                                       Or

          [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ________ to _________

                        COMMISSION FILE NUMBER 001-15241


                             YELLOWBUBBLE.COM, INC.
        (Exact name of Small Business Issuer as Specified in its Charter)


         NEVADA                                                 33-0786959
(State or Other Jurisdiction                                  (IRS Employer
of Incorporation or Organization)                           Identification No.)

         104-106 The Chambers, Chelsea Harbour, London, England SW10 OXF
                    (Address of Principal Executive Offices)

                               011-44-20-7871-0000
                 Issuer's Telephone Number. Including Area Code

         Check  whether  the issuer (1),  has filed all  reports  required to be
filed by Section 13 or 15(d) of The  Securities  Exchange Act of 1934 during the
preceding 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___

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date: As of August 17, 2000 the registrant
had 13,637,937 shares of Common Stock outstanding.


<PAGE>


                    YELLOW BUBBLE.COM, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                           FORM 10-QSB - JUNE 30, 2000


                                      INDEX


PART I - FINANCIAL INFORMATION

       ITEM 1 - FINANCIAL STATEMENTS

       CONDENSED CONSOLIDATED BALANCE SHEETS
         June 30, 2000 (unaudited) and December 31, 1999 (audited).......      1

       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         For the three and six months ended June 30, 2000
         and cumulative from September 2, 1999 (unaudited) ..............      2

       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the six months ended June 30, 2000 and cumulative
           from September 2, 1999 (unaudited)............................      3

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS .............  4 - 6


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


PART II   OTHER INFORMATION

Item 1.    Legal Proceedings
Item 2.    Changes in Securities and Use of Proceeds
Item 3     Defaults Upon Senior Securities
Item 4.    Submission of Matters to a Vote of Security Holders
Item 5.    Other Information
Item 6.    Exhibits and Reports on Form 8-K


                                       2
<PAGE>

                     YELLOWBUBBLE.COM, INC. AND SUBSIDIARIES
                         (A Developmental Stage Company)

                           FORM 10-QSB - JUNE 30, 2000

<TABLE>

<CAPTION>
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<S>                                                                          <C>    <C>    <C>    <C>    <C>    <C>

                                                                                   June 30,        December 31,
                                                                                    2000              1999
                                                                                 (Unaudited)
 ASSETS

 Current assets
      Cash and cash equivalents                                                    $   551,826         $       18
      VAT recoverable                                                                  207,940
      Prepaid expenses                                                                 219,773              1,901
                                                                                   ------------        ----------
           Total current assets                                                        979,539              1,919


 Property and equipment, net                                                           327,911                  -

 Website development costs, net                                                        460,837                  -

                                                                                   $ 1,768,287          $   1,919
                                                                                   ===========          =========

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities
      Accounts payables and accrued expenses                                       $    631,677        $  243,918
      Accrued wages                                                                      14,406                 -
      Current maturities of capitalized lease obligations                                24,568                 -
                                                                                   ------------         ---------


             Total current liabilities                                                  670,651           243,918
                                                                                    -----------          --------

      Capitalized lease obligations, net of current maturities                           49,137                 -
                                                                                    -----------          --------

             Total liabilities                                                          719,788           243,918
                                                                                    -----------          --------


 Shareholders' equity (deficit)
      Common stock, $.001 par value; 50,000,000 shares authorized;
          13,468,200 and 8,163,000 shares issued and outstanding                         13,469             8,163
      Additional paid-in capital                                                      3,000,844                 -
      Accumulated deficit ($1,932,948 accumulated during the
        development stage)                                                          (1,965,814)         (250,162)
                                                                                    -----------        ----------

             Total shareholders' equity (deficit)                                    1,048,499          (241,999)
                                                                                    -----------        ----------

                                                                                   $ 1,768,287         $   1,919
                                                                                   ============        =========
</TABLE>

See notes to the accompanying condensed
consolidated financial statements.

                                       3
<PAGE>

                     YELLOWBUBBLE.COM, INC. AND SUBSIDIARIES
                         (A Developmental Stage Company)

                           FORM 10-QSB -JUNE 30, 2000
<TABLE>

<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<S>                                                                  <C>                 <C>                <C>

                                                                        Three months          Six months       Cumulative from
                                                                       ended June 30,       ended June 30,       September 2,
                                                                            2000                2000                1999
                                                                            ----                -----               ----


 Revenue
      Interest income                                                    $    4,679          $    6,646          $    6,664
                                                                         ----------          ----------          ----------

 Costs and expenses

      Business development                                                  532,511             686,673             749,340
      General and administrative                                            589,687             771,318             869,518
      Legal and professional fees                                            86,743             213,629             294,781
      Transfer taxes                                                              -              25,973              25,973
                                                                          ---------          ----------          ----------


                                                                          1,208,941           1,697,593           1,939,612
                                                                         ----------          ----------           ---------

 Net loss                                                             $ (1,204,262)       $ (1,690,947)      $  (1,932,948)


 Basic and diluted net loss per share                                  $     (0.09)        $     (0.15)
                                                                       ============       =============

 Weighted average number of common shares outstanding                   13,407,316          11,614,144
                                                                       ============       =============

</TABLE>

See notes to the accompanying condensed
consolidated financial statements.

                                       4
<PAGE>


                     YELLOWBUBBLE.COM, INC. AND SUBSIDIARIES
                         (A Developmental Stage Company)

                           FORM 10-QSB - JUNE 30, 2000

<TABLE>

<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<S>                                                                         <C>                    <C>
                                                                               Six months           Cumulative from
                                                                             ended June 30,          September 2,
                                                                                  2000                   1999
                                                                                  -----                  ----

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
     Net loss                                                                $  (1,690,947)          $ (1,932,948)

     Adjustments to reconcile net loss to
       net cash used in operating activities
         Depreciation and amortization                                               90,694                 90,694

     Changes in operating assets and liabilities
         VAT recoverable                                                          (217,872)              (217,872)
         Prepaid expenses                                                         (207,940)              (209,841)
         Accounts payable and accrued expenses                                      273,695                517,615
         Accrued wages                                                               14,406                 14,406
         Due to Directors                                                                 -                      -
                                                                                -----------             ----------

            Net cash used in operating activities                               (1,737,964)            (1,737,946)
                                                                             --------------          -------------

Cash flows from investing activities
     Purchase of property and equipment                                           (181,681)              (181,681)
     Website development costs paid                                               (529,597)              (529,597)
                                                                             --------------          -------------

            Net cash used in investing activities                                 (711,278)              (711,278)
                                                                             --------------          -------------

Cash flows from financing activities
     Proceeds from sale of common stock                                           3,001,050             3,001,050
                                                                             --------------          ------------

Net increase in cash and cash equivalents                                           551,808               551,826

Cash and cash equivalents, beginning of period                                           18                     -
                                                                             --------------          ------------

Cash and cash equivalents, end of period                                     $      551,826          $    551,826
                                                                             ==============          ============
</TABLE>

See notes to the accompanying condensed
consolidated financial statements.

                                       5
<PAGE>


                     YELLOWBUBBLE.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1   The Company

    Organization

    Yellowbubble.com,  Inc. (the "Company") was  incorporated  under the laws of
    Nevada on  February 5, 1998 under the name Mall of Fame,  Inc. On  September
    15, 1998, the Company  changed its name to Famous Internet Mall, Inc. and on
    December 31, 1999 to Yellowbubble.com, Inc.

    Reverse acquisition

    On March 2, 2000, in accordance with the terms of a Share Exchange Agreement
    dated February 16, 2000 (the "Agreement"),  the Company  consummated a share
    exchange  with  the  shareholders  of   Yellowbubble.com   Holdings  Limited
    ("Holdings"),  a British  Corporation,  whereby the shareholders of Holdings
    exchanged all of their shares in Holdings for 8,163,000  newly issued voting
    common shares of the Company's common stock, par value $0.001.  In addition,
    in  accordance  with the  Agreement,  the Company  purchased  from  existing
    shareholders  7,400,000  shares of the  Company's  common stock and returned
    those shares to treasury.  The issuance  represented  approximately 61.5% of
    the  post-merger  issued and  outstanding  common stock of the Company.  For
    accounting purposes,  this transaction has been treated as an acquisition of
    the  Company  by  Holdings  and  as a  re-capitalization  of  Holdings.  The
    acquisition  of the Company by Holdings has been recorded  based on the fair
    value  of the  Company's  net  liabilities  of  approximately  $20,000.  The
    Company, prior to acquisition, was an inactive shell company. The historical
    financial  statements  prior to March 2, 2000 are those of Holdings  and its
    wholly-owned  subsidiary,   Yellowbubble.com  Limited  ("Yellowbubble"),   a
    British   corporation.   Since   this   transaction   is  in   substance   a
    recapitalization  of  Holdings  and not a  business  combination,  pro forma
    information is not presented.  All costs  associated  with this  transaction
    have been expensed.

    Under the Agreement,  the Company was required to raise  additional  capital
    and on March 2, 2000, the Company entered into a subscription agreement with
    an  investor  ("Purchaser").  The  Purchaser  agreed to  purchase a total of
    342,000  shares  of the  Company's  common  stock at  $14.625  per  share as
    follows:

          On the Closing Date, the Company issued to Purchaser 102,600 shares of
          common stock raising a total of $1,500,525 (the "Closing  Financing").
          The proceeds of this private  placement were deposited into escrow for
          the benefit of a creditor of  Yellowbubble  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 was 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.  These funds were to be released to the Company  provided  that
          Yellowbubble  reached certain  milestones (the "First  Milestone") set
          forth in the  Agreement  on or before June 30,  2000 by the  Milestone
          Date.  These milestones  related  primarily to the registration of new
          members,   implementation  of   Yellowbubble's   marketing  plan,  the
          recruitment of additional personnel and the engagement of professional
          consultants.  In  accordance  with the  Agreement,  these  funds  were
          released to the Company on May 24, 2000.

                                       6
<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1   The Company (continued)

    Reverse acquisition (continued)

          Additionally,  Purchaser originally agreed to pay a further $2,000,700
          for the issuance of 136,800  shares of common  stock by the  Milestone
          Date if Yellowbubble  reached 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.  See Note 3 "Subsequent  Events" for a
          discussion  concerning  the revised terms of this phase of the private
          placement.

    Business

    The Company 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  expected to be located in the United  Kingdom
    and Germany.  The Company has not yet generated any revenue from  operations
    and is considered to be in the development stage.

2   Significant accounting policies

    Interim financial information

    The  condensed  consolidated  balance  sheet  as of June 30,  2000,  and the
    condensed consolidated statements of operations and cash flows for the three
    and six months ended June 30, 2000 and  cumulative  from  September 2, 1999,
    have been prepared by the Company  without  audit.  These interim  financial
    statements  include all  adjustments,  consisting  only of normal  recurring
    accruals,  which management  considers  necessary for a fair presentation of
    the financial  statements for the above  periods.  The results of operations
    for the  three and six  months  ended  June 30,  2000,  are not  necessarily
    indicative of results that may be expected for any other interim  periods or
    for the full year.

    These  condensed   consolidated  financial  statements  should  be  read  in
    conjunction with the consolidated financial statements and notes thereto for
    the year ended December 31, 1999. The accounting  policies used in preparing
    the condensed  consolidated  financial  statements are consistent with those
    described in the December 31, 1999 consolidated financial statements.

    Principles of consolidation

    The consolidated  financial  statements  include the accounts of the Company
    and its  wholly-owned  subsidiaries,  Yellowbubble.com  Holdings Limited and
    Yellowbubble.com  Limited.  All significant  intercompany  transactions  and
    balances have been eliminated in consolidation.

    Start-up and organization costs

    The Company  accounts for start-up  costs in  accordance  with  Statement of
    Position 98-5, "Reporting on the Costs of Start-up Activities" ("SOP 98-5"),
    issued by the American Institute of Certified Public  Accountants.  SOP 98-5
    requires the cost of start-up activities,  including  organization costs, to
    be expensed as incurred.


                                       7
<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

2   Significant accounting policies (continued)

    Website development costs

    Costs  incurred in the  development  of the core  software for the Company's
    website  infrastructure  are  capitalized  in accordance  with  Statement of
    Position 98-1  "Accounting  for the Costs of Software  Developed or Obtained
    for Internal  Use" and are  amortized  over the expected  useful life of the
    developed  software  ranging  from  1 -  3  years.  Costs  incurred  in  the
    development  of  content  for the  Company's  website  and  maintenance  are
    expensed as incurred.

    Estimates

    In preparing condensed consolidated financial statements, in conformity with
    generally  accepted  accounting  principles,  management makes estimates and
    assumptions  that affect the reported  amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the condensed
    consolidated  financial  statements,  as well  as the  reported  amounts  of
    revenue and expenses  during the  reporting  period.  Actual  results  could
    differ from those estimates.


3   Subsequent event


    Zareeba Acquisition

    On July  26,  2000,  the  Company  consummated  a share  exchange  with  the
    shareholders (the "Shareholders") of Zareeba Limited, a company incorporated
    under the laws of  England  ("Zareeba").  Under  the terms of the  Agreement
    dated July 26, 2000 (the "Agreement"),  the Shareholders  transferred to the
    Company all of their shares of Zareeba in consideration  for the issuance of
    169,737  shares of Common  Stock of the Company  (the  "Shares"),  valued at
    $848,684,  or $5.00 per Share,  and the  assumption  of  liabilities  in the
    amount of (pound)99,991, or approximately $151,316.

    Pursuant  to a  Registration  Rights  Agreement  between the Company and the
    Shareholders,  the Company  also  granted to the  Shareholders  the right to
    include their Shares in any registration statement (other than in connection
    with a merger or other  reorganization  or pursuant to Form S-8) it may file
    within two years from the closing date of the Share Exchange.

    Zareeba is an  internet  startup  company  that  provides  on-line  discount
    shopping to its members through its bargain shopping  channel.  In addition,
    it allows  members to  advertise  goods and services for free on its auction
    channel. Zareeba attempts to attract members by paying users for downloading
    and  displaying  advertisement  bars on their browsers and for referring new
    members. Zareeba currently has in excess of 131,000 members.

    Revised Terms of Private Placement

    In connection  with the share exchange  completed in March 2000, the Company
    entered into an agreement  providing for a three phase private  placement of
    its Common Stock to an unaffiliated  purchaser (the "Purchaser").  Under the
    terms of the private  placement,  Purchaser  was to have  purchased  342,000
    shares  at  $14.625  per share for a total  consideration  of  approximately
    $5,000,000.  The Company has completed the first two phases and has received
    approximately $3,000,000.  Since the Company was approximately one week late

                                       8
<PAGE>

    in meeting the  milestone  required  for the  completion  of the third phase
    (which  milestone  related  to  the  registration  of  additional  members),
    Purchaser has not completed the purchase of shares under the third phase. In
    August the Company and Purchaser reached  preliminary  agreement as to a new
    schedule  for the  issuance  of  shares  to  Purchaser  and the  payment  by
    Purchaser.  Pursuant to this agreement,  the Company will issue to Purchaser
    500,000  shares of Common  Stock at $4.00 per share.  Payments  will be made
    (and the appropriate number of shares will be issued) as follows:

         August 23, 2000        $650,000 (of this installment, $250,000 has
                                already been advanced to the Company)
         September 1, 2000      $500,000
         October 1, 2000        $350,000
         November 1, 2000       $250,000
         December 1, 2000       $250,000


                                        9
<PAGE>

        ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

         YellowBubble.com,  Inc. (the "Company") is in the development stage and
was organized in February  1998.  Through the quarter  ended June 30, 2000,  the
Company had not generated any revenues from operations.

         On March 2, 2000,  the  Company  completed  a share  exchange  with the
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 61.5% 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.

         For  accounting  purposes,  this  transaction  has been  treated  as an
acquisition of the Company by Holdings and as a  re-capitalization  of Holdings.
Therefore,  the historical financial statements prior to March 2, 2000 are those
of  Holdings  and  its   wholly-owned   subsidiary,   Yellowbubble.com   Limited
("Yellowbubble"), a company incorporated under the laws of England.

         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
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.

Results of Operations

         As a result of the reverse acquisition  discussed above, for accounting
purposes,  the Company is deemed to have  commenced  operations  on September 2,
1999.  Therefore no comparison can be made between the three-month  period ended
June 30, 2000 (the "Second  Quarter") and the  corresponding  quarter during the
previous  fiscal  year.  In  addition,  no  comparison  can be made  between the
six-month  period  ended  June  30,  2000  (the  "Six  Month  Period")  and  the
corresponding  period  during the previous  fiscal year.  Revenues in the Second
Quarter  and  the  Six  Month  Period  were  approximately  $4,679  and  $6,646,
respectively.  Expenses  for the Second  Quarter  and the Six Month  Period were
approximately $1,208,941 and $1,697,593,  respectively,  resulting in a net loss
for the Second Quarter of approximately  $1,204,262 and for the Six Month Period
of approximately $1,690,947. Expenses for the Second Quarter consisted primarily
of $589,687 in general and administrative  expenses which includes salaries, and
approximately  $532,511 in website  development  costs. For the Six Month Period
expenses consisted primarily of $771,318 in general and administrative  expenses
which includes  salaries,  and  approximately  $686,673 in business  development
costs  consisting  primarily  of  consulting  fees and  marketing  expenses.  In
addition,  during the Second Quarter and the Six Month Period, the Company spent
approximately $86,743 and $213,629, respectively, in legal and professional fees
in  connection  with  corporate  acquisitions   (including  the  share  exchange
completed  in March  2000) and fees  associated  with  being a  publicly  traded
company.

         For the period from  September 2, 1999  through June 30, 2000  ("Period
Since Inception")  revenues were approximately  $6,664 resulting in a cumulative
loss for the  Period  Since  Inception  of  approximately  $1,932,948.  To date,
revenues have been derived exclusively from interest income. 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.

                                       10
<PAGE>

Liquidity and Capital Resources

         As of June 30,  2000  the  Company's  principal  sources  of  liquidity
consisted  of cash of  $551,826,  prepaid  expenses of $219,773  and a sales tax
refund due to the Company of $207,940.

         In  connection  with the share  exchange  completed in March 2000,  the
Company entered into an agreement  providing for a three phase private placement
of its Common Stock to an unaffiliated  purchaser (the  "Purchaser").  Under the
terms of the private  placement,  Purchaser was to have purchased 342,000 shares
at $14.625 per share for a total consideration of approximately $5,000,000.  The
Company  has  completed  the first two  phases  and has  received  approximately
$3,000,000.  Since the  Company was  approximately  one week late in meeting the
milestone  required  for the  completion  of the third  phase  (which  milestone
related to the registration of additional members),  Purchaser has not completed
the  purchase  of shares  under the third  phase.  In  August  the  Company  and
Purchaser reached preliminary agreement as to a new schedule for the issuance of
shares to Purchaser  and the payment by Purchaser.  Pursuant to this  agreement,
the Company will issue to Purchaser  500,000 shares of Common Stock at $4.00 per
share.  Payments  will be made (and the  appropriate  number  of shares  will be
issued) as follows:

         August 23, 2000        $650,000 (of this installment, $250,000 has
                                already been advanced to the Company)
         September 1, 2000      $500,000
         October 1, 2000        $350,000
         November 1, 2000       $250,000
         December 1, 2000       $250,000

         The Company believes that if it receives all of the funds in connection
with the  third  phase of the  aforementioned  private  placement  and it starts
generating  revenues as anticipated,  it will be able to fund its operations for
the next twelve months.  Nevertheless,  if the growth of the Company exceeds its
current  projections,  it may be  required  to raise  additional  equity or debt
financing.  In  addition,  if the  Company  does not  receive all funds from the
private placement,  or if it generates no or insufficient  revenues,  it will be
required to raise  additional  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.

Forward Looking Statements

         This Form 10-QSB and other  reports  filed by the Company  from time to
time with the Securities and Exchange  Commission  (collectively  the "Filings")
contain or may contain forward looking statements and information that are based
upon  beliefs  of,  and  information   currently  available  to,  the  Company's
management  as  well  as  estimates  and  assumptions   made  by  the  Company's
management.

         When used in the filings the words "anticipate", "believe", "estimate",
"expect",  "future",  "intend", "plan" and similar expressions as they relate to
the Company or the Company's  management  identify  forward looking  statements.
Such  statements  reflect the current view of the Company with respect to future
events and are subject to risks,  uncertainties and assumptions  relating to the
Company's  operations and results of operations  and any businesses  that may be
acquired  by the  Company.  Should one or more of these  risks or  uncertainties
materialize,  or should  the  underlying  assumptions  prove  incorrect,  actual
results may differ  significantly from those anticipated,  believed,  estimated,
intended or planned.

                                       11
<PAGE>

                                     PART II
                                OTHER INFORMATION

         Item 1       Legal Proceedings

                      None

         Item 2       Changes in Securities and Use of Proceeds

                      Pursuant to a Subscription  Agreement  dated March 2, 2000
         (the  "Subscription  Agreement"),  on May 24, 2000,  Registrant  became
         obligated  to issue  102,600  shares of Common Stock to Blue Capital AG
         ("Blue  Capital")  at $14,625 per share,  aggregating  $1,500,525.  The
         Company  delivered the  instruction for the issuance of these shares to
         its transfer agent in July.  The issuance was exempt from  registration
         pursuant to Section 4(2) of the Securities Act of 1933, as amended.

         Item 3       Defaults Upon Senior Securities

                      None

         Item 4       Submission of Matters to a Vote of Security Holders

                      None

         Item 5       Other Information

         A.           Aladin AG Acquisition

                           On  May  24,  2000,  Yellowbubble.com  Holdings  Ltd,
         Registrant's   wholly  owned   subsidiary,   acquired  all  issued  and
         outstanding   capital   stock  of  Aladin  AG,  a  German   corporation
         ("Aladin").  Registrant paid approximately 56,000 euro for such shares.
         Aladin has no operations. Its only asset at the time of the transaction
         consisted of approximately 48,000 euro in cash.

         B.           Blue Capital AG Private Placement

                           Under the terms of the Subscription  Agreement,  Blue
         Capital agreed to purchase 342,000 shares of Registrant's  Common Stock
         at a price of $14.625 per share as follows

         a.  On March 2, 2000, 102,600 shares aggregating $1,500,525.

         b.  On  completion  of  certain  milestones  a  further 102,600  shares
         aggregating $1,500,525.

         c.  Within  120 days of  completion  of the  Yellowbubble.com  Holdings
         Limited  acquisition  (the  "Closing"),  Registrant  was to notify Blue
         Capital of the completion of certain additional  milestones.  Upon such
         notification,  Blue Capital was to purchase  136,800 shares for a total
         payment of $2,000,700.

                           Registrant  has  received the amounts set forth under
         a. and b. above. Registrant notified Blue Capital of the achievement of
         the  milestone  referred  to under c. 128 days after the  Closing.  The
         delay was caused by the  acquisition  by  Registrant  of  Zareeba  Ltd.
         Registrant  and Blue Capital have reached  preliminary  agreement as to
         the  issuance  of 500,000  shares of Common  Stock  valued at $4.00 per

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<PAGE>

         share. Payments will be made (and the appropriate number of shares will
         be issued) as follows:

         August 23, 2000        $650,000 (of this installment, $250,000 has
                                already been advanced to the Company)
         September 1, 2000      $500,000
         October 1, 2000        $350,000
         November 1, 2000       $250,000
         December 1, 2000       $250,000


         Item 6     Exhibits and Reports on Form 8-K

                    (a)      Exhibits

                        27.1 Financial Data Schedule


                    (b)      Reports on Form 8-K

                                  On April 12, 2000,  Registrant filed a Current
                      Report on Form 8-K which contained disclosures under "Item
                      1. Changes in Control of  Registrant"  (issuance of shares
                      to the former  shareholders of  Yellowbubble.com  Holdings
                      Limited);  "Item 2.  Acquisition or Disposition of Assets"
                      (acquisition of  YellowBubble.com  Holdings Limited);  and
                      "Item 5. Other Events" (stock split and name change)

                                   On  May  30,   2000,   Registrant   filed  an
                      amendment to the above  mentioned  Form 8-K containing the
                      financial  statements  required to be filed in  connection
                      with the acquisition of Yellowbubble.com Holdings Limited.

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<PAGE>


                                   SIGNATURES

                      In  accordance  with the  requirements  of the  Securities
         Exchange Act of 1934 the  Registrant  has duly caused this report to be
         signed on its behalf by the undersigned hereunto duly authorized


                                                 YELLOWBUBBLE.COM, INC.



         Date: August 18, 2000                By:   /s/
                                                 -------------------------------
                                                  David Frank Henderson Scroggie
                                                  Chief Financial and
                                                  Accounting Officer

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