As Filed with the Securities and Exchange Commission on May 22, 2000
================================================================================

                       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 March 31, 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
         (State or Other Jurisdiction of Incorporation or Organization)

                                   33-0786959
                        (IRS Employer Identification No.)

                 118 Piccadilly, Mayfair, London, England W1V9FJ
                    (Address of Principal Executive Offices)

                               011-44-20-7569-6782
                 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 ___ No  X

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable date: As of May 18, 2000 the registrant had
13,365,600 shares of Common Stock outstanding.


<PAGE>

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

                           FORM 10-Q - MARCH 31, 2000



                                      INDEX


PART I   FINANCIAL INFORMATION

       CONDENSED CONSOLIDATED BALANCE SHEETS
         March 31, 2000 and December 31, 1999 ..........................       1

       CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
         For the three months  ended March 31, 2000 and cumulative
           from September 2, 1999 ......................................       2

       CONDENSED  CONSOLIDATED  STATEMENTS  OF CASH  FLOWS
         For the three  months ended March 31, 2000 and cumulative
           from September 2, 1999 ......................................       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
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

<PAGE>

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

                           FORM 10-Q - MARCH 31, 2000

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                              March 31,           December 31,
                                                                2000                  1999
                                                             (Unaudited)
<S>                                                          <C>                  <C>
 ASSETS

 Current assets
      Cash and cash equivalents                              $   921,154          $       18
      Prepaid expenses                                           136,681               1,901
                                                             -----------          ----------

             Total current assets                              1,057,835               1,919

 Property and equipment, net                                     141,874                   -

 Website development costs, net                                  330,389                   -
                                                             -----------          ----------

                                                             $ 1,530,098          $    1,919
                                                             ===========          ==========

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities
      Accounts payable and accrued expenses                  $   635,917          $  243,918
      Accrued wages                                               43,376                   -
      Current maturities of capitalized lease obligations         29,415                   -
      Due to Directors                                            10,324                   -
                                                             -----------          ----------

             Total current liabilities                           719,032             243,918
                                                             -----------          ----------
      Capitalized lease obligations, net of currrent
        maturities                                                58,830                   -
                                                             -----------          ----------

             Total liabilities                                   777,862             243,918
                                                             -----------          ----------
 Shareholders' equity (deficit)
      Common stock, $.001 par value; 50,000,000 shares
        authorized; 13,365,600 and 8,163,000 shares issued
        and outstanding                                           13,366               8,163
      Additional paid-in capital                               1,500,422                   -
      Accumulated deficit ($728,686 accumulated during the
        development stage)                                      (761,552)           (250,162)
                                                             -----------          ----------

             Total shareholders' equity (deficit)                752,236            (241,999)
                                                             -----------          ----------

                                                             $ 1,530,098          $    1,919
                                                             ===========          ==========
</TABLE>

See notes to the accompanying condensed
consolidated financial statements.

<PAGE>



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

                           FORM 10-Q - MARCH 31, 2000

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 Three months        Cumulative from
                                                                ended March 31,       September 2,
                                                                     2000                 1999
                                                                     ----                 ----
 <S>                                                            <C>                  <C>
 Revenue
      Interest income                                           $    1,967           $     1,985
                                                                ----------           -----------
 Costs and expenses

      Business development                                         154,162               216,829
      General and administrative                                   181,631               279,831
      Legal and professional fees                                  126,886               208,038
      Transfer taxes                                                25,973                25,973
                                                                ----------           -----------

                                                                   488,652               730,671
                                                                ----------           -----------

 Net loss                                                       $ (486,685)          $  (728,686)
                                                                ==========           ===========

 Basic and diluted net loss per share                           $    (0.05)
                                                                ==========

 Weighted average number of common shares outstanding            9,820,971
                                                                ==========

</TABLE>

See notes to the accompanying condensed
consolidated financial statements.


<PAGE>

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

                           FORM 10-Q - MARCH 31, 2000

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                 Three months        Cumulative from
                                                                 ended March 31,       September 2,
                                                                     2000                1999
                                                                     -----               ----
<S>                                                              <C>                 <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
     Net loss                                                    $  (486,685)        $  (728,686)

     Adjustments to reconcile net loss to
       net cash used in operating activities
         Depreciation and amortization                                29,472              29,472

     Changes in operating assets and liabilities
         Prepaid expenses                                           (134,780)           (136,681)
         Accounts payable and accrued expenses                       254,338             498,256
         Accrued wages                                                43,376              43,376
         Due to Directors                                             10,324              10,324
                                                                 -----------         -----------
            Net cash used in operating activities                   (283,955)           (283,939)
                                                                 -----------         -----------
Cash flows from investing activities
     Purchase of property and equipment                              (83,101)            (83,101)
     Website development costs paid                                 (212,333)           (212,333)
                                                                 -----------         -----------

            Net cash used in investing activities                   (295,434)           (295,434)
                                                                 -----------         -----------
Cash flows from financing activities
     Proceeds from sale of common stock                            1,500,525           1,500,527
                                                                 -----------         -----------

Net increase in cash and cash equivalents                            921,136             921,154

Cash and cash equivalents, beginning of period                            18                   -
                                                                 -----------         -----------
Cash and cash equivalents, end of period                         $   921,154         $   921,154
                                                                 ===========         ===========

</TABLE>

See notes to the accompanying condensed
consolidated financial statements.

<PAGE>

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


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1        The Company

         A        Organization

         Yellowbubble.com,  Inc. (the "Company") was incorporated under the laws
         of Nevada on February  5, 1998 under the name of Mall of Fame,  Inc. On
         September  15, 1998,  the Company  changed its name to Famous  Internet
         Mall, Inc. and effective February 2000, to Yellowbubble.com Inc.

         B        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 $0.001 par
         value common stock. In addition, in accordance with the Agreement,  the
         Company  purchased from existing  shareholders  7,400,000 voting common
         shares of the  Company  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  has been
               released  to the  Company  and will be used for  working  capital
               purposes.

               On  the  Closing  Date,   Purchaser   deposited  into  escrow  an
               additional  amount of  $1,500,525  in payment of the  purchase of
               102,600 shares of common stock. These funds are to be released to
               the Company provided that Yellowbubble reaches certain milestones
               (the "First  Milestone")  set forth in the Agreement on or before
               June 30, 2000 by 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.

<PAGE>
         The Company (continued)

         B        Reverse acquisition (continued)

               If the First  Milestones  are reached on or before the  Milestone
               Date, Purchaser will pay a further $2,000,700 for the issuance of
               136,800   shares  of  common  stock  by  the  Milestone  Date  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.

         C        Business

         Yellowbubble is engaged in developing new forms of on-line shopping for
         the  consumer  by  creating  a  Membership  Organization.  Its  initial
         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

         A        Interim financial information

         The condensed  consolidated balance sheet as of March 31, 2000, and the
         condensed consolidated  statements of operations and cash flows for the
         three  months  ended March 31, 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 months ended March 31, 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.

         B        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.

         C        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.


<PAGE>

         Significant accounting policies (continued)

         D        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.

         E        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.


<PAGE>

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

Overview

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

         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 61.5% 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
March 31, 2000 (the "First  quarter") and the  corresponding  quarter during the
previous fiscal year.

         Revenues  in the  three-month  period  ended March 31, 2000 (the "First
quarter") were  approximately  $1,967 and expenses were  approximately  $488,652
resulting in a net loss for the 2000 First  Quarter of  approximately  $486,685.
Expenses for the First Quarter consisted  primarily of  $181,631 in  general and
adminstrative  expenses which includes salaries,  and approximately  $154,162 in
website development costs. In addition, the Company spent approximately $126,886
in legal and professional  fees in connection with the share exchange  completed
in March 2000 and fees associated with being a publicly traded company.  For the
period  from  September  1 through  March 31, 2000  ("Period  Since  Inception")
revenues were approximately $1,985 resulting in a cumulative loss for the Period
Since Inception of approximately  $728,686.  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.

Liquidity and Capital Resources

         As of March 31,  2000 the  Company's  principal  sources  of  liquidity
consisted of cash of $921,154 and prepaid expenses of $136,681.


<PAGE>

         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.  Purchaser  has  verbally
indicated its  agreement  that these  milestones  have been reached and that the
$1,500,525  will  be  released.  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.  The Company believes that if
it  receives  all of the funds in  connection  with the  aforementioned  private
placement  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,  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.


<PAGE>
                                     PART II
                                OTHER INFORMATION

         Item 1       Legal Proceedings

                      None

         Item 2       Changes in Securities

                      None

         Item 3       Defaults Upon Senior Securities

                      None

         Item 4       Submission of Matters to a Vote of Security Holders

                      None

         Item 5       Other Information

                      Davidson  &  Company   ("Davidson")  were  previously  the
         principal  accountants  for  Registrant.  Baker  Tilly  ("Baker")  were
         previously  the principal  accountants  for  YellowBubble.com  Holdings
         Limited,  Registrant's wholly owned subsidiary  ("Holdings"),  prior to
         the  completion  of the business  combination  between  Registrant  and
         Holdings.

                      On  March  15,  2000,   the  engagement  of  Davidson  was
         terminated by Registrant's  board of directors.  On April 25, 2000, the
         engagement of Baker was terminated by Registrant's board of directors.

                      In connection with the audit by Davidson of Registrant for
         the fiscal  year ended  December  31, 1999 (and for the  statements  of
         operations,  stockholders'  equity  and cash  flows  for the  period of
         incorporation  on February 5, 1998 through  December 31,  1999),  there
         were  no  disagreements  with  Davidson  on any  matter  of  accounting
         principles or practices,  financial statement  disclosure,  or auditing
         scope or  procedures,  which  disagreements  if not  resolved  to their
         satisfaction would have caused Davidson to make reference in connection
         with their opinion to the subject matter of the disagreement.  Davidson
         has not issued any opinion with respect to the financial  statements of
         Registrant for the fiscal year ended December 31, 1998.

                      Baker has not issued any opinions on  Holdings'  financial
         statements,  and,  therefore,  there  have  been no  adverse  opinions,
         disclaimers of opinion,  qualifications  or  modifications  as to audit
         scope or  accounting  principles  regarding  any report of Baker on the
         Holdings' financial statements.  There were no disagreements with Baker
         on  any  matter  of  accounting  principles  or  practices,   financial
         statement disclosure,  or auditing scope or procedures leading to their
         termination.

                      None  of  the  matters  described  in  Item  304(a)(v)  of
         Regulation S-B are applicable.

                      On April  27,  2000,  Hays &  Company  was  engaged  to be
         Registrant's  independent  auditor.  Hays & Company had not  previously
         provided any services to Registrant or to Holdings.


<PAGE>


         Item 6       Exhibits and Reports on Form 8-K
                      (a)      Exhibits

                               16.1  Letter from Davidson & Company
                               27.1  Financial Data Schedule
                      (b)      Reports on Form 8-K
                               None


<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 May 22, 2000              By: /S/ David Frank Henderson Scroggie
                                            ------------------------------------
                                            David Frank Henderson Scroggie
                                            Chief Financial & Accounting Officer