SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Yellowave Corporation
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(Name of Issuer)
Common Stock, Par Value $.03 per share
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(Title of Class of Securities)
985634104
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(CUSIP Number)
John M. Gaioni, Esq.
Ackerman, Levine, Cullen & Brickman, LLP
175 Great Neck Road
Great Neck, New York 11021
516-829-6900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
--------------------------
(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 which 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.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 985634104 13D Page 2 of 7
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1. Names of Reporting Persons.
S.S. or IRS Identification Nos. of Above Persons (entities only)
Shera Corp. ID#C12420-99
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)*
OO
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
Nevada
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Number of Shares 7. Sole Voting Power 975,822 shs.
Beneficially Owned
by Each Reporting 8. Shared Voting Power -0-
Person With
9. Sole Dispositive Power 900,822 shs.
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
900,822 shs.
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Excludes 75,000 shs. underlying presently excercisable option as which
Shera Corp. has voting power.
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13. Percent of Class Represented by Amount in Row (11)
31.8%
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14. Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 985634104 13D Page 3 of 7
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1. Names of Reporting Persons.
S.S. or IRS Identification Nos. of Above Persons (entities only)
Ron Oren
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)*
N/A
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
United States
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Number of Shares 7. Sole Voting Power 975,822 shs.
Beneficially Owned
by Each Reporting 8. Shared Voting Power -0-
Person With
9. Sole Dispositive Power 900,822 shs.
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
900,822 shs.
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Excludes 75,000 shs underlying presently exercisable option as to which Mr.
Oren has voting power, also excludes 780,000 exercisable options owned by
Mr. Oren and 300,000 exercisable options owned by Laura Ballegeer, wife of
Mr. Oren.
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13. Percent of Class Represented by Amount in Row (11)
31.8%
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14. Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 985634104 13D Page 4 of 7
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Schedule 13D") relates to the Common
Stock, par value $.03 per share (the "Common Stock"), of Yellowave
Corporation ("Issuer"). The principal executive offices of Issuer are
located at 11777 San Vicente Blvd., #505, Los Angeles, California 90049.
ITEM 2. IDENTITY AND BACKGROUND.
Shera Corp., a Nevada Corporation. Principal Business: personal
holding company.
Principal offices: 9461 Charleville Blvd., Suite 546, Beverly
Hills, CA 90212.
During the last 5 years, none of the reporting persons have been
convicted in a criminal proceeding and none of them are or have been subject
to any judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state securities laws
or finding any violation with respect to such laws.
Mr. Ron Oren is the sole trustee of the Oren Family Trust, which is the
sole shareholder of Shera Corp. Mr. Oren's business adress is c/o Yellowave
Corporation, 11777 San Vicente Blvd., suite 505, Los Angeles, CA 90049. Mr.
Oren is Chairman of Yellowave Corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares owned by the reporting person were purchased for an aggregate
purchase price of $1.33. The source of such funds was private funds held by
Shera Corp.
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CUSIP No.985634104 13D Page 5 of 7
ITEM 4. PURPOSE OF TRANSACTION.
The shares owned by the reporting persons were acquired with the purpose
of acquiring effective voting control of the issuer. As a result of the
acquisition, the reporting persons acquired control of the Board of Directors
of the issuer. The reporting persons intend to cause the issuer to
reincorporate in Nevada, sell its existing hair care salon assets and
commence making acquisitions in the internet and telecommunications
industries.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Shera Corp. (1)(2) - 975,822 shs.; 34.4%
Ron Oren (2)(3) - 2,055,822 shs.; 52.6%
(1) Shares include an option to purchase 75,000 shares.
(2) Percentage ownership based on number of outstanding shares, as
increased by outstanding options in favor of shareholder.
(3) Shares consist of 900,822 shares and 75,000 options held by Shera
Corp.; 80,000 options held by Ron Oren; and 300,000 options held by
Laura Ballegeer, the wife of Mr. Oren.
Mr. Oren has sole power to vote and dispose of the shares held by
Shera Corp. None of the options held by Mr. Oren have been exercised and
the underlying shares may not be voted.
There have been no transactions by the reporting persons in any
securities of the issuer within the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts or arrangements among the reporting persons
with respect to the securities of the issuer, although Mr. Oren is sole trustee
of the sole shareholder of Shera Corp. and has sole power to vote and dispose
of the shares held by Shera Corp. Pursuant to the terms of the agreement under
which Shera Corp. acquired its shares from the former principal shareholders
of the issuer, Shera Corp. has an option to acquire 75,000 share of common
stock of the issuer from one of such former principal shareholders.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement between Shera Corp. and
Ron Oren
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CUSIP No. 985634104 13D Page 6 of 7
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.
SHERA CORP.
/s/Ron Oren
By:-------------------------------------
/s/Ron Oren
--------------------------------------
April __, 2000
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CUSIP No. 985634104 13D Page 7 of 7
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Yellowave Corporation dated as of April , 2000 is,
and any amendments thereto (including any amendments on Schedule 13D) signed
by each of the undersigned, shall be filed on behalf of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934.
Dated: April , 2000
By: /s/Ron Oren
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Name: Ron Oren
Title: Individually
SHERA CORP.
By: /s/Ron Oren
----------------------------
Name: Ron Oren
Title: President
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