As filed with the Securities and Exchange Commission on May 30, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
yellowbubble.com, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
985635101
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(CUSIP Number)
Jay Y. Sung
245 Park Avenue
New York, New York 10167
212-692-1978
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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Schedule 13D Forms
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CUSIP No. 985635101 13D Page 2 of 6 Pages
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1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gordon B. McFadzean
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS*
(see Item 3 below)
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER 816,300
NUMBER OF SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 816,300
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,300
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per share
("Yellowbubble Common Stock") of yellowbubble.com, Inc. ("Yellowbubble"). The
principal executive offices of Yellowbubble are located at 118 Piccadilly,
Mayfair, London W1V 9FJ, England.
ITEM 2. IDENTITY AND BACKGROUND.McFadzean
(a) This statement is filed by Gordon B. McFadzean ("Mr. McFadzean" or
the "Reporting Person").
(b) The business address of Mr. McFadzean is 108 The Butlers Wharf
Building, 36 Shad Thames, London, SE1 2YE.
(c) The present principal occupation of Mr. McFadzean is Executive
Chairman of Corporate Advisory Partnership Limited.
(d) During the last five years, Mr. McFadzean has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. McFadzean has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(f) Mr. McFadzean is a citizen of the United Kingdom.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATIONS.
The source of funds for the acquisition of Yellowbubble Common Stock by
Mr. McFadzean was personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. McFadzean owns Yellowbubble Common Stock for investment purposes
only. The Reporting Person does not have any plan or proposal that relates to or
would result in:
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Page 4 of 6
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12 (g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof and based upon a total of 13,365,600 shares
of Yellowbubble Common Stock outstanding as reported on the Issuer's most
recently filed 10-KSB for the year ended December 31, 1999. Mr. McFadzean may be
deemed to be the beneficial owner of an aggregate 816,300 shares of Yellowbubble
Common Stock, representing approximately 6.1% of outstanding Yellowbubble Common
Stock, consisting of the following: 816,300 shares of Yellowbubble Common Stock
that Mr. McFadzean, in fact, owns.
(b) Mr. McFadzean has the sole power to vote or dispose with respect to
all of the shares of Yellowbubble Common Stock that he holds directly.
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Page 5 of 6
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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Page 6 of 6
Schedule 13D Forms 7066
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: May 18, 2000
/s/ Gordon B. McFadzean
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Gordon B. McFadzean
