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
12
<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.
13
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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
14
