SECURITIES AND EXCHANGE COMMISSION
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AMENDMENT NO. 1 TO SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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I-INCUBATOR.COM, INC.
COMMON STOCK
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57632T 10 2
(CUSIP NUMBER)
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1221 Brickell Avenue, Suite 900
Miami, Florida 33131
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October 4, 1999
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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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), (f) or (g), check the following box / /.
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(1) Names of Reporting Persons. S.S. or I.R.S.
Identification Nos. of Above Persons (entities only):
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Atlas Equity Group, Inc.
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(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions): PF
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(5) Check 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: Florida
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Number of Shares Beneficially Owned by Each Reporting Person
With
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(7) Sole Voting Power: 5,421,619 (1,000,000 shares as of
10/4/99)
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 5,421,619 (1,000,000 shares as
of 10/4/99)
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(10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 5,421,619 (1,000,000 shares as of 10/4/99)
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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(13) Percent of Class Represented by Amount in Row (11):
22.94% as of October 4, 1999
22.29% as of October 18, 2000
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(14) Type of Reporting Person: CO
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ITEM 1. SECURITY AND ISSUER.
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i-Incubator.com, Inc.
Common Stock, $.0001 par value.
1221 Brickell Avenue, Suite 900
Miami, Florida 33131
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ITEM 2. IDENTITY AND BACKGROUND.
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(a) Name: Michael D. Farkas, President
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(b) Address: 1221 Brickell Avenue, Suite 900
Miami, Florida 33131
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(c) Atlas Equity Group, Inc. is a financial consulting and
advisory firm.
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(d) None.
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(e) None.
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(f) Citizenship. N/A
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The Reporting Person, Atlas Equity Group, Inc., purchased
1,000,000 shares from the Issuer on January 11, 1999, for
$100 based on a price of $0.0001 par value. Such shares
were issued in reliance on the exemption under Section 4(2)
of the Securities Act of 1933, as amended (the "Act") and
were restricted in accordance with Rule 144 of the Act. On
November 11, 1999, the issuer approved of a 3-1 forward
stock split, resulting in the issuance of an additional
2,000,000 shares of common stock to the Reporting Person.
Then on January 11, 2000, the Reporting Person received an
additional 983,500 shares as a result of a share issuance
from a spin-off company of the issuer. On August 29, 2000,
the issuer engaged in two separate private transactions with
the Reporting Person in the amounts of 369,231 shares and
1,068,888 shares.
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ITEM 4. PURPOSE OF TRANSACTION.
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The acquisition by the Reporting Person is based on the
Issuer's status as a Reporting Company. On August 5,1999,
the Issuer filed a Form 10-SB with the Securities and
Exchange Commission, which became effective on October 4,
1999. At that point, the Reporting Person held 1,000,000
shares of Common Stock of the Issuer, which represented
22.94% of the issued and outstanding shares of the Issuer.
After a 3-1 forward stock split on November 11, 1999, the
Reporting Person held 3,000,000 shares.
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On January 11, 2000, the Reporting Person acquired 983,500
shares from the issuer based on a corporate resolution
issuing the shares pursuant to a company spun-off from the
issuer. On August 29, 2000, the Reporting Person received
369,231 shares of restricted common stock based on a
discount rate of $0.65 per share to forego a debt in the
amount of $24,000 owed by the issuer to the Reporting
Person. A second transaction on August 29, 2000 resulted in
the issuance to the Reporting Person of 1,068,888 shares of
restricted common stock at a discount rate of $0.65 per
share in lieu of $69,477.75 owed to the Reporting Person by
the issuer in promissory notes. On October 18, 2000, Atlas
Equity Group, Inc. held 5,421,618 shares of common stock of
the Issuer, which represented 22.29% of the issued and
outstanding shares of the Issuer.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Atlas Equity Group, Inc. currently holds 5,421,618 of the
issued and outstanding common shares of the Issuer, or
22.29% of the issued and outstanding shares.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
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The Reporting Person has no contracts, arrangements,
understandings or relationships with any other person with
respect to any securities of the Issuer.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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None
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SIGNATURE
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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.
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Date: December 5, 2000 Signature: /s/ Michael D. Farkas
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MICHAEL D. FARKAS
President
