SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 26, 2000
YELLOWBUBBLE.COM, INC.
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(Exact name of registrant as specified in charter)
Nevada 001-15241 33-0786959
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
104-106 The Chambers, Chelsea Harbour, London, England SW10 OXF
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-44-7871-000
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On July 26, 2000, YellowBubble.com, Inc. ("Registrant") 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 Registrant 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 Registrant and the
Shareholders, Registrant 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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
Registrant will provide financial statements for the business
acquired within the time prescribed therefore by this item.
(b) Pro Forma Financial Information
Registrant will provide pro forma financial information
within the time prescribed therefore by this item.
(c) Exhibits*
1. Agreement dated July 26, 2000, between Registrant, Zareeba
Limited and the Shareholders (in accordance with the rules
and regulations promulgated by the Securities and Exchange
Commission, most other schedules to the agreement have
been omitted)
2. Registration Rights Agreement dated as of July 26, 2000
between Registrant and the Shareholders
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* To be filed by amendment
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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/
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D.F.H. Scroggie
Secretary
Date: August 7, 2000
