SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 2, 2000
YELLOWBUBBLE.COM, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 001-15241 33-0786959
-------------- ----------- -------------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
118 Piccadilly, Mayfair, London, England W1V9FJ
------------------------------------------------ -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-44-20-7569-6782
-------------------
Famous Internet Mall, Inc.
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 7.
Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
Financial statements for Yellowbubble.com Holdings
Limited and Subsidiary.
(b) Pro Forma Financial Information
No pro forma financial information is required to be
included herein as Registrant was an inactive shell
company prior to the Share Exchange reported herein
and the Share Exchange was accounted for as an
acquisition of Registrant by Holdings and as a
recapatilization of Holdings.
(c) Exhibits
1. Share Exchange Agreement dated February 16, 2000,
including the form of subscription agreement attached
as a schedule (in accordance with the rules and
regulations promulgated by the Securities and
Exchange Commission, most other schedules to the
agreement have been omitted)*
2. Subscription Agreement dated as of March 2, 2000
between Registrant and Blue Capital AG
---------------------------
* Previously Filed.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
YELLOWBUBBLE.COM, INC.
By: /s/ D.F.H. Scroggie
-------------------------
D.F.H. Scroggie
Secretary
Date: May 25, 2000
3
<PAGE>
YELLOWBUBBLE.COM HOLDINGS LIMITED AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD
FROM SEPTEMBER 2, 1999 (INCEPTION)
TO DECEMBER 31, 1999
4
<PAGE>
YELLOWBUBBLE.COM HOLDINGS LIMITED
AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM
SEPTEMBER 2, 1999 (INCEPTION)
TO DECEMBER 31, 1999
INDEX
INDEPENDENT AUDITOR'S REPORT ............................................. 1
CONSOLIDATED BALANCE SHEET, December 31, 1999 ............................. 2
CONSOLIDATED STATEMENT OF OPERATIONS, for the period from
September 2, 1999 (Inception) to December 31, 1999 ................... 3
CONSOLIDATED STATEMENT OF CASH FLOWS, for the period from
September 2, 1999 (Inception) to December 31, 1999 ................... 4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ................................ 5-6
<PAGE>
Board of Directors and Shareholders
Yellowbubble.com Holdings Limited
London, England
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying consolidated balance sheet of Yellowbubble.com
Holdings Limited and Subsidiary (the "Company") (a development stage company) as
of December 31, 1999, and the related consolidated statements of operations and
cash flows for the period from September 2, 1999 (Inception) to December 31,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Yellowbubble.com Holdings Limited and Subsidiary at December 31, 1999, and the
results of their operations and cash flows for the period then ended in
conformity with generally accepted accounting principles.
Hays & Company
May 2, 2000
New York, NY
1
<PAGE>
YELLOWBUBBLE.COM HOLDINGS LIMITED AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Current assets
Cash $ 18
Prepaid expense 1,901
---------
$ 1,919
=========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses $ 243,918
---------
Shareholders' deficit
Common stock, $2.00 par value; 10,000 shares authorized,
1 share issued and outstanding 2
Accumulated deficit during the development stage (242,001)
---------
Total shareholders' deficit (241,999)
---------
$ 1,919
=========
See Notes to Consolidated Financial Statements
2
<PAGE>
YELLOWBUBBLE.COM HOLDINGS LIMITED AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
FROM SEPTEMBER 2, 1999 (INCEPTION) TO
DECEMBER 31, 1999
Revenue
Interest income $ 18
---------
Expenses
General and administrative 242,019
---------
Net loss $(242,001)
=========
See Notes to Consolidated Financial Statements
3
<PAGE>
YELLOWBUBBLE.COM HOLDINGS LIMITED AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
FROM SEPTEMBER 2, 1999 (INCEPTION) TO
DECEMBER 31, 1999
INCREASE (DECREASE) IN CASH
Cash flows from operating activities
Net loss $(242,001)
Changes in operating assets and liabilities
Prepaid expenses (1,901)
Accounts payable and accrued expenses 243,918
--------
Net cash provided by operating activities 16
Cash flows from financing activities
Proceeds from sale of common stock 2
--------
Net increase in cash 18
Cash, beginning of period -
--------
Cash, end of period $ 18
========
See Notes to Consolidated Financial Statements
4
<PAGE>
YELLOWBUBBLE.COM HOLDINGS LIMITED
AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM
SEPTEMBER 2, 1999 (INCEPTION)
TO DECEMBER 31, 1999
1 The Company
Yellowbubble.com Holdings Limited (the "Company"), a British
Corporation, was incorporated on October 21, 1999 with the intention
that it would act as a holding company. The Company was incorporated as
Lawgram and on November 22, 1999 changed its name to Yellowbubble.com
Holdings Limited. The Company acquired 100% of the capital stock of
Yellowbubble.com Limited, a British Corporation, which was incorporated
on September 2, 1999 as Lawgram Limited and commenced operations on
that date and on October 20, 1999 changed its name to Yellowbubble.com
Limited.
2 Significant accounting policies
Principles of consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary. 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.
Foreign currency
The functional currency of the Company is the British pound sterling.
Assets and liabilities are translated into U.S. Dollars at year-end
exchange rates and income statement items are translated at average
exchange rates during the period. Gains and losses resulting from
translation are recorded as cumulative translation adjustments in
shareholders' equity. Transaction gains and losses are recognized as
incurred.
Use of estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements.
5
<PAGE>
YELLOWBUBBLE.COM HOLDINGS LIMITED
AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM
SEPTEMBER 2, 1999 (INCEPTION)
TO DECEMBER 31, 1999
3 Transactions with related parties
During the period ending December 31, 1999, the Company was charged
$40,506 for consultancy services rendered by the Directors of
Yellowbubble.com Limited and is included in the Accounts payable and
accrued expenses in the accompanying consolidated balance sheet.
4 Subsequent event
On March 2, 2000, in accordance with the terms of a Share Exchange
Agreement dated February 16, 2000, the Company consummated a share
exchange with Yellowbubble.com, Inc., a U.S. public company, whereby
the shareholders of the Company exchanged all of their shares for
8,163,000 newly issued common shares of Yellowbubble.com, Inc. The
issuance to the Company represented approximately 61.5% of the
post-merger issued and outstanding common stock of Yellowbubble.com,
Inc. For accounting purposes, this transaction has been treated as an
acquisition by the Company of Yellowbubble.com, Inc. and as a
recapitalization of the Company. The acquisition by the Company of
Yellowbubble.com, Inc. has been recorded based on the fair value of
Yellowbubble.com, Inc.'s net liabilities of approximately $20,000.
Yellowbubble.com, Inc. prior to the acquisition was an inactive shell
company.
6
