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 September 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 November 15, 2000 the registrant
had 14,075,437 shares of Common Stock outstanding.


<PAGE>


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

                        FORM 10-QSB - SEPTEMBER 30, 2000

                                      INDEX

PART I - FINANCIAL INFORMATION

         ITEM 1 - FINANCIAL STATEMENTS

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

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

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

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS .............. 4-7


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ......... 8-9


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings .................................................  10
Item 2.  Changes in Securities and Use of Proceeds .........................  10
Item 3   Defaults Upon Senior Securities ...................................  10
Item 4.  Submission of Matters to a Vote of Security Holders ...............  10
Item 5.  Other Information .................................................  10
Item 6.  Exhibits and Reports on Form 8-K ..................................  10


                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS

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

                        FORM 10-QSB - SEPTEMBER 30, 2000

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       September 30,     December 31,
                                                                           2000              1999
                                                                       -------------     -----------
                                                                        (Unaudited)
<S>                                                                     <C>              <C>
ASSETS

Current assets
   Cash and cash equivalents                                            $   509,106      $        18
   VAT recoverable                                                           85,411
   Prepaid expenses                                                         436,767            1,901
                                                                        -----------      -----------
      Total current assets                                                1,031,284            1,919

Property and equipment, net                                                 214,407                -
Website development costs, net                                            1,424,073
Customer list, net                                                           79,140
Goodwill, net                                                                83,457                -
                                                                        -----------      -----------
                                                                        $ 2,832,361      $     1,919
                                                                        ===========      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Accounts payables and accrued expenses                               $   832,688      $   243,918
   Accrued wages                                                             27,520                -
   Current maturities of capitalized lease obligations                       22,987                -
                                                                        -----------      -----------
      Total current liabilities                                             883,195          243,918
                                                                        -----------      -----------
   Capitalized lease obligations, net of currrent maturities                 45,973                -
                                                                        -----------      -----------
      Total liabilities                                                     929,168          243,918
                                                                        -----------      -----------

Shareholders' equity (deficit)
   Common stock, $.001 par value; 50,000,000 shares authorized;
      13,925,437 and 8,163,000 shares issued and outstanding                 13,925            8,163
   Additional paid-in capital                                             4,999,071                -
   Accumulated deficit ($3,076,937 accumulated during the
      development stage)                                                 (3,109,803)        (250,162)
                                                                        -----------      -----------
      Total shareholders' equity (deficit)                                1,903,193         (241,999)
                                                                        -----------      -----------
                                                                        $ 2,832,361      $     1,919
                                                                        ===========      ===========
</TABLE>
See notes to the accompanying condensed
   consolidated financial statements.



<PAGE>

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

                        FORM 10-QSB - SEPTEMBER 30, 2000

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three months           Nine months          Cumulative from
                                                            ended September 30,   ended September 30,        September 2,
                                                                   2000                   2000                   1999
                                                            -------------------   -------------------    -------------------
<S>                                                         <C>                   <C>                    <C>
Revenue
   Revenue                                                  $            80,575   $            80,575    $            80,575
   Interest income                                          $               171   $             6,817    $             6,835
                                                            -------------------   -------------------    -------------------
                                                                         80,746                87,393                 87,410
                                                            -------------------   -------------------    -------------------
Costs and expenses

   Business development                                                 342,747             1,029,420              1,092,087
   General and administrative                                           708,451             1,479,769              1,577,969
   Legal and professional fees                                          173,537               387,166                468,318
   Transfer taxes                                                             -                25,973                 25,973
                                                            -------------------   -------------------    -------------------

                                                                      1,224,735             2,922,328              3,164,347
                                                            -------------------   -------------------    -------------------

Net loss                                                    $        (1,143,989)  $        (2,834,936)   $       (3,076,937)
                                                            ===================   ===================    ===================

Basic and diluted net loss per share                        $             (0.08)  $             (0.23)
                                                            ===================   ===================

Weighted average number of common shares outstanding                 13,675,623            12,306,319
                                                            ===================   ===================

</TABLE>

See notes to the accompanying condensed
   consolidated financial statements.

<PAGE>

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

                        FORM 10-QSB - SEPTEMBER 30, 2000

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Nine months           Cumulative from
                                                            ended September 30,         September 2,
                                                                   2000                    1999
                                                            -------------------    -------------------

<S>                                                           <C>                    <C>
INCREASE (DECEASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
   Net loss                                                   $     (2,834,936)      $      (3,076,937)

   Adjustments to reconcile net loss to
   net cash used in operating activities
       Depreciation and amortization                                   140,742                 140,742

   Changes in operating assets and liabilities
       VAT recoverable                                                 (85,411)                (85,411)
       Prepaid expenses                                               (392,418)               (394,319)
       Accounts payable and accrued expenses                           350,508                 594,426
       Accrued wages                                                         -                       0
       Due to Directors                                                  6,732                   6,732
                                                              -----------------      -----------------
          Net cash used in operating activities                     (2,814,783)             (2,814,767)
                                                              -----------------      -----------------
Cash flows from investing activities
   Purchase of property and equipment                                  (54,034)                (54,034)
   Website development costs paid                                     (813,270)               (813,270)
   Cash acquired in Zareeba acquisition                                 40,126                  40,126
                                                              -----------------      -----------------
          Net cash used in investing activities                       (827,179)               (827,179)
                                                              -----------------      -----------------
Cash flows from financing activities
   Proceeds from sale of common stock                                4,151,050               4,151,052
                                                              -----------------      -----------------

Net increase in cash and cash equivalents                              509,088                 509,106

Cash and cash equivalents, beginning of period                              18                       -
                                                              -----------------      -----------------
Cash and cash equivalents, end of period                      $        509,106       $         509,106
                                                              =================      =================

</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

     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  September  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.


<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.  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, 2000 the
     Company and  Purchaser  reached an  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
     September 1, 2000          $500,000
     October 1, 2000            $350,000
     November 1, 2000           $250,000
     December 1, 2000           $250,000


     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. This
     transaction  has been accounted for as a purchase  business  combination in
     accordance  with  Accounting  Principles  Board  ("APB")  Opinion  No.  16,
     Business Combinations.

     The purchase price allocation is as follows:
     Fair value of net liabilities assumed                    $    (14,666)
          Customer base                                             86,335
          In-place technology                                      690,680
          Goodwill                                                  86,335
                                                              ------------
                                                              $    848,684
                                                              ============

     Tangible  assets of Zareeba  acquired  principally  include cash,  accounts
     receivable, property and equipment and other assets. Liabilities of Zareeba
     assumed  principally  include accounts payables and accrued  expenses.  The
     value of the  customer  base was  estimated  based upon the current cost to
     acquire approximately 130,000 customers and will be amortized to operations
     over an estimated life of two years.  The value of the in-place  technology
     was  determined by  estimating  the projected net cash flows related to the
     product,  determined based upon  Yellowbubble.com,  Inc.'s estimates of the
     future  revenue to be earned  from the  products.  The cash flows were then
     discounted back to their net present value. The in-place technology will be
     amortized to


<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     Zareeba Acquisition (continued)

     operations  over an estimated  life of three years.  The excess of purchase
     price  over  tangible  and  identifiable  intangible  assets  acquired  and
     liabilities   assumed  will  be  recorded  as  goodwill  and  amortized  to
     operations over an estimated life of five years.

     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.

     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 September 30, 2000, and the
     condensed  consolidated  statements  of  operations  and cash flows for the
     three  and  nine  months  ended  September  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 nine months ended  September 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.

<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


2    Significant accounting policies (continued)

     Principles of consolidation

     The consolidated  financial  statements include the accounts of the Company
     and  its  wholly-owned  subsidiaries,  Yellowbubble.com  Holdings  Limited,
     Yellowbubble.com  Limited and Zareeba 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.

     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.


<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.

     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 fair comparison can be made between the  three-month  period
ended  September 30, 2000 (the "Third  Quarter") and the  corresponding  quarter
during the previous fiscal year. In addition,  no comparison can be made between
the nine-month period ended September 30, 2000 (the "Nine Month Period") and the
corresponding  period  during the previous  fiscal  year.  Revenues in the Third
Quarter and the Nine Month Period were approximately  $80,746 (including $171 in
interest   income)  and   $87,393   (including   $6,817  in  interest   income),
respectively.  Expenses  for the Third  Quarter  and the Nine Month  Period were
approximately $1,224,735 and $2,922,328,  respectively,  resulting in a net loss
for the Third Quarter of approximately  $1,143,989 and for the Nine Month Period
of approximately $2,834,936.  Expenses for the Third Quarter consisted primarily
of $708,451 in general and administrative  expenses which includes salaries, and
approximately  $342,747 in business development costs. For the Nine Month Period
expenses  consisted  primarily  of  $1,479,769  in  general  and  administrative
expenses  which  includes  salaries,  and  approximately  $1,029,420 in business
development  costs  consisting   primarily  of  consulting  fees  and  marketing
expenses.  In addition,  during the Third Quarter and the Nine Month Period, the
Company spent approximately  $173,537 and $387,166,  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  September 30, 2000 ("Period
Since Inception") revenues were approximately  $87,410 resulting in a cumulative
loss for the Period  Since  Inception  of  approximately  $3,076,937.  The Third
Quarter  represented the first reporting period in which revenues were primarily
derived from operations.  Nevertheless,  the Company expects operating losses to

<PAGE>

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  September  30, 2000 the  Company's  principal  sources of  liquidity
consisted  of cash of  $509,106,  prepaid  expenses of $436,767  and a sales tax
refund due to the Company of $85,411.

     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
completed the first two phases and received approximately  $3,000,000. In August
the Company and Purchaser entered into an agreement as to a new schedule for the
issuance of shares to Purchaser and the payment by  Purchaser.  Pursuant to this
agreement,  the Company  agreed to issue to Purchaser  500,000  shares of Common
Stock at $4.00 per share of which to date  437,500  shares of Common  Stock have
been issued in stages in  consideration  for payments  totaling  $1,750,000.  On
December 1, 2000 an additional 62,500 shares of Common Stock are scheduled to be
issued in consideration for $250,000.

     As of the date hereof, the Company believes that its current cash position,
the  receipt  of the  additional  $250,000  investment  discussed  above and the
increase in its revenues from operations as anticipated  will enable the Company
to fund its operations  for the next three months.  The Company will be required
to raise  additional  equity or debt  financing to implement its business  plans
beyond this three-month period. 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.  Although
the  Company has been in  discussions  with a number of  prospective  investors,
there can be no assurance  that the Company  will be able to find the  necessary
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 and Use of Proceeds

1.      On July 26, 2000,  Registrant  consummated  the  acquisition  of Zareeba
Limited.  In connection with that  transaction,  Registrant  became obligated to
issue 169,737 shares of Common Stock to the former shareholders of Zareeba. Such
shares  were  issued  on  August  23,  2000.   This  issuance  was  exempt  from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

2.      On August 7, 2000, Registrant issued  102,600 shares of  Common Stock to
to Blue  Capital AG. This  issuance  was exempt  from  registration  pursuant to
Section 4(2) of the Securities Act of 1933, as amended. This issuance was exempt
from  registration  pursuant to Section 4(2) of the  Securities  Act of 1933, as
amended.

3.      Registrant issued shares of Common Stock to Dual Wave, Inc. as follows:

         August 25, 2000                                 225,000 shares
         November 1, 2000                                212,500 shares

        These issuances were exempt from  registration  pursuant to Regulation S
promulgated under 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

        None

Item 6  Exhibits and Reports on Form 8-K

        (a)     Exhibits

                27.1 Financial Data Schedule

        (b)     Reports on Form 8-K

                On October 11, 2000, Registrant filed an amendment to a Form 8-K
                filed on August 9, 2000,  containing  the  financial  statements
                required  to be filed in  connection  with  the  acquisition  of
                Zareeba Limited.


<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: November 20, 2000                   By: /s/ David Frank Henderson Scroggie
                                              ----------------------------------
                                              David Frank Henderson Scroggie
                                                          Chairman