U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(MARK ONE)
[X] Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 for the
transition period from ___________ to ___________.
Commission file number: 0-26951
i-Incubator.com, Inc.
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(Exact name of registrant as specified in its charter)
Florida 59-3442557
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
701 Brickell Avenue, Suite 3120, Miami, Florida 33131
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(Address of principal executive offices)
Issuer's telephone number, including area code: (305) 358-3678
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the exchange Act:
Common stock, par value $.0001
------------------------------
(Title of class)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosures will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[ ]
<PAGE>
Issuer's revenues for fiscal year ending December 31, 1999 was $0.
The aggregate market value of the voting and non-voting common equity
held by non-affiliates (computed by reference to the average bid and asked price
of such common equity), as of March 1, 2000 was $5,000,000.
The number of shares outstanding of the issuer's only class of common
stock, as of March 1, 2000 was 16,580,000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Item 1. Description of Business
General
i-Incubator.com, Inc. (the "Company" or "i-Incubator") was formed on May 5, 1997
under the name Master Communications Corp. in the State of Florida. On November
24, 1999 the Company changed its name to i-Incubator.com, Inc.
The Company is in its developmental stage. Through itself and its wholly owned
subsidiaries it intends to provide services in the Internet and
telecommunications industries. It intends to become a leading Internet incubator
by acquiring equity positions in early stage development Internet companies and
providing them with various incubatory services. The Company intends to provide
or assist in the procurement of venture capital, and provide technical expertise
and marketing assistance to development stage Internet companies in addition to
other services. The Company also intends through its wholly owned subsidiary,
i-Teleco.com, Inc., to provide telecommunications services in various markets
throughout the United States.
Internet Business
The Company is an early stage developmental company focused on providing support
in the form of capital and services to early stage Internet companies. The
Company's services include business and marketing strategy, consulting services,
creative design service, technology and systems integration services, legal and
accounting services, office support services, broadband internet access,
assistance in funding and access to strategic relationships to guide companies
through bridge funding, private placements, initial public offerings and
secondary offerings.
People and businesses are increasingly relying on the Internet to access and
share information as well as to purchase and sell products and services. A
rapidly growing number of businesses use the Internet to market and sell their
products and streamline business operations. Businesses seeking to capitalize on
the significant opportunities provided by the Internet face a formidable series
of challenges. The Company intends to provide businesses with services to enable
them to meet these challenges.
The Company, through its subsidiary, i-TeleCo.com, Inc. ("i-TeleCo") intends to
provide telecommunications services in various markets throughout the United
States. Ultimately, it is intended that i-TeleCo will provide local and long
distance services plus Internet access, Personnel Communications Services
("PCS"), cellular, paging, facsimile, enhanced calling cards, prepaid phone
cards and calling cards and video communications services. i-TeleCo intends to
initiate the purchase of services directly from a long distance provider and
offer such services via a banner or link on its affiliates' business clients
sites. It also intends to qualify as an "Integrated Communications Provider"
("ICP") under the Federal Telecommunications Act of 1996 (the
"Telecommunications Act"). i-TeleCo intends to target its services to e-commerce
companies in a business-to-business ("B2B") environment.
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i-Teleco intend to grow through acquisitions of income producing
telecommunication companies. Acquisitions will be determined based upon the
operating structures of the target, including the quality or existence of sales,
billing and customer service departments. The Company intends to consolidate the
operations of the acquired entities into a single operation resulting in cost
savings and revenues within a minimal period of time.
Through its subsidiary i-CarAuction.com, Inc., the Company intends to allow the
"at-large" public to participate in "dealer style" auto auctions specializing in
high end exotic automobiles in an easy to use interactive format containing
interior and exterior photos as well as a rating system to assist the purchasing
process. In addition, this site will feature all services associated with
vehicle acquisition and maintenance (i.e., financing, warranties, upgrades,
insurance, etc.). The targeted audience will include B2B, business-to-customer
and customer-to-customer e-commerce transactions.
Through i-RealtyAuction.com, Inc., of which the Company owns 70% of the
outstanding capital stock, the Company intends to provide a direct marketplace
for buyers and sellers of commercial residential and multi-use properties to
meet and negotiate. i-RealtyAuction.com, Inc. has established affiliate
relationships with Apponline, Ipixs, comps.com, and various moving services to
help in pre- and post-purchase without the intensive brokerage fees attached.
Through its site temple-auction.com, the Company intends to establish an
e-commerce site geared for synagogues and temples wherein donations are
contributed by purchasing items in an auction format. The software is donated by
th Company to the temples.
Through its site i-charity.com, the Company intends to offer a means to make a
charitable donation (tax free) to one's favorite charity by directly pledging
the monies used to purchase an item in this proprietary auction platform.
Recent Developments
On November 30, 1999 the Company acquired ownership of the domain name
i-Incubator.com from Rebecca Brock, an affiliate of the Company, for the price
of $120,000. The Company believes that the purchase price represented the fair
market value of the domain name.
On December 1, 1999 the Company acquired all the outstanding shares of common
stock of i-AuctionTech.com, Inc., a Delaware corporation ("i-Auction"), in
exchange for the issuance of 2,000,000 shares of the common stock of the Company
which were issued to the shareholders of i-Auction. Matthew Sher and Scott
Mager, directors of the Company, were principals of i-Auction.
On December 8, 1999 the Company acquired 1,500,000 shares or 3% of the common
stock of Wealthhound.com, Inc., a Florida corporation in exchange for 1,500,000
shares of the common stock of the Company. The shares sere acquired from Quentin
Road Productions, Inc., the principal of which is Rebecca Brock, an affiliate of
the Company.
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On December 28, 1999 the Company entered into an agreement with Michael Farkas
pursuant to which the Company acquired ownership of the following domain names:
i-RealtyAuction.com, i-RealtyAuction.net, i-AntiqueAuction.com,
i-AntiqueAuction.net, i-TeleCo.net, i-CarAuction.com and i-CarAuction.net for
the aggregate purchase price of $250,000. Mr. Farkas is a director of the
Company and the beneficial owner of more than fifty (50%) percent of the
outstanding Common Stock of the Company. The Company believes that the purchase
price represented the approximate fair market value of these domain names.
On January 5, 2000 the Company announced it will license auction technology
services it acquired in its purchase of i-Auction to three companies developing
action-based consumer and B2B websites. The three companies which will receive
the auction technology and management assistance for its consumer-to-consumer
auction sites are: i-CarAuction.com, Inc., a worldwide auto auction primarily
for used cars; i-AntiqueAuction.com, Inc., a worldwide auction primarily for
antique furnishings and household goods; and, i-RealtyAuction.com, Inc., a
worldwide auction primarily for residential and commercial real estate auction
sales. i-Incubator.com, Inc. will also assemble management teams for each
company to ensure proper integration of the auction technology, financial
control, strategic partnerships and marketing. i-CarAuction.com, Inc. and
i-AntiqueAuction.com, Inc. are wholly owned subsidiaries of the Company. The
Company owns 70% of the outstanding capital stock of i-RealtyAuction.com, Inc.
On January 11, 2000 the Company announced i-RealtyAuction.com, Inc. received its
first round of venture financing from Global Realty Management Group, Inc. It
was a cash and stock-for-stock transaction. Global Realty Management Group is a
residential and commercial property manager based in New York City.
i-RealtyAuction.com, Inc., which is expected to launch within 180 days from
January 11, 2000, will be a nationwide residential and commercial real estate
auction site for bidding on properties in a secure environment. It will
incorporate technology that will systematically eliminate unreasonable and bogus
bids that have plagued many auction websites. i-RealtyAuction.com, Inc. also
announced the appointment of its first outside Board member: Joseph Spitzer,
Chairman and CEO of Global Realty Management Group, and founder and President of
Allstate Realty Associates. Allstate Realty Associates, based in New York City,
currently owns and manages 23 buildings with a combination of 2,100 rental
cooperative units and three commercial buildings in excess of 430,000 square
feet. Mr. Spitzer specializes in stabilizing distressed properties and
tenant/landlord relationships. Michael D. Farkas, a 50% shareholder of the
Company, owns 50% of the outstanding capital stock of Global Realty Management
Group, Inc.
On March 23, 2000 the Company entered into agreements with Onlinefood.com, Inc.
("Onlinefood"), a development stage company which markets and sells ethnic foods
over the Internet to consumers in the United States and other countries.
Pursuant to the agreements the Company will acquire fifty percent of the
outstanding common stock of Onlinefood in exchange for $1,000,000 and incubatory
services.
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The Company is currently engaged in negotiations with various companies with
respect to assorted business transactions. There can be no assurance that any of
these transactions will be consummated.
Competition
The market for Internet incubator services is relatively new, intensely
competitive, rapidly evolving and subject to rapid technological change. While
relatively new, the market is already highly competitive and characterized by an
increasing number of entrants that have introduced or developed products and
services similar to those offered by us. We expect competition not only to
persist, but also to increase. Increased competition may result in price
reductions, reduced margins and loss of market share. Our competitors fall into
several categories, including Internet service firms, technology consulting
firms, technology integrators, strategic consulting firms, and in-house
information technology, marketing and design departments of our potential
clients. Most of our current and potential competitors have longer operating
histories, larger installed customer bases, greater name recognition, longer
relationships with clients and significantly greater financial, technical,
marketing and public relations resources than we do. At any time our current and
potential competitors could increase their resource commitments to our markets.
The barriers to entry into our business are also relatively low. As a result, we
expect to face additional competition from new market entrants in the future.
The market for our services is rapidly evolving and is subject to continuous
technological change. As a result, our competitors may be better positioned to
address these developments or may react more favorably to these changes. We
compete on the basis of a number of factors, including the attractiveness of the
Internet services offered, the breadth and quality of these services, creative
design and systems engineering expertise, pricing, technological innovation, and
understanding clients' strategies and needs. Many of these factors are beyond
our control. Existing or future competitors may develop or offer strategic
Internet services that provide significant technological, creative, performance,
price or other advantages over the services offered by us.
Government Regulations and Legal Uncertainties
As of March 1, 2000 there were few laws or regulations directed specifically at
e-commerce. However, because of the Internet's popularity and increasing use,
new laws and regulations may be adopted. These laws and regulations may cover
issues such as the collection of and use of data from Web site visitors and
related privacy issues, pricing, content, copyrights, online gambling,
distribution and the quality of goods and services. The enactment of any
additional laws or regulations may impede the growth of the Internet and
e-commerce, which could decrease the revenues of e-commerce companies and place
additional financial burdens on them.
Laws and regulations directly applicable to e-commerce or Internet
communications are becoming more prevalent. For example, Congress recently
enacted laws regarding online copyright infringement and the protection of
information collected online from children. Although these laws may not have a
direct adverse effect on our business, they add to the legal
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and regulatory burden faced by e-commerce companies. Other specific areas of
legislative activity are:
o Taxes. Congress enacted a three-year moratorium, ending on
October 21, 2001, on the application of "discriminatory" or
"special" taxes by the states on Internet access or on
products and services delivered over the Internet. Congress
further declared that there would be no federal taxes on
e-commerce until the end of the moratorium. However, this
moratorium does not prevent states from taxing activities or
goods and services that the states would otherwise have the
power to tax. Furthermore, the moratorium does not apply to
certain state taxes that were in place before the moratorium
was enacted.
o Online Privacy. Both Congress and the Federal Trade Commission
are considering regulating the extent to which companies
should be able to use and disclose information they obtain
online from consumers. If any regulations are enacted,
e-commerce companies may find certain marketing activities
restricted. Also, the European Union has directed its member
nations to enact much more stringent privacy protection laws
than are generally found in the United States, and has
threatened to prohibit the export of certain personal data to
United States companies if similar measures are not adopted.
Such a prohibition could limit the growth of foreign markets
for United States e-commerce companies. The Department of
Commerce is negotiating with the Federal Trade Commission to
provide exemptions from the European Union regulations, but
the outcome of these negotiations is uncertain.
o Regulation of Communications Facilities. To some extent, the
rapid growth of the Internet in the United States has been due
to the relative lack of government intervention in the
marketplace for Internet access. Lack of intervention may not
continue in the future. For example, several
telecommunications carriers are seeking to have
telecommunications over the Internet regulated by the Federal
Communications Commission in the same manner as other
telecommunications services. Additionally, local telephone
carriers have petitioned the Federal Communications Commission
to regulate Internet service providers in a manner similar to
long distance telephone carriers and to impose access fees on
such providers. Some Internet service providers are seeking to
have broadband Internet access over cable systems regulated in
much the same manner as telephone services, which could slow
the deployment of broadband Internet access services. Because
of these proceedings or others, new laws or regulations could
be enacted which could burden the companies that provide the
infrastructure on which the Internet is based, thereby slowing
the rapid expansion of the medium and its availability to new
users.
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o Other Regulations. The growth of the Internet and e-commerce
may lead to the enactment of more stringent consumer
protection laws. The Federal Trade Commission may use its
existing jurisdiction to police e-commerce activities, and it
is possible that the Federal Trade Commission will seek
authority from Congress to regulate certain online activities.
The Federal Trade Commission has already issued for public
comment proposed regulations governing the collection of
information online from children.
Generally applicable laws may affect us. The exact applicability of many of
these laws to e-commerce, however, is uncertain.
Employees
As of March 1, 2000, i-Incubator.com had four employees, all of whom work with
us on a full-time basis. We consider our relationships with our employees to be
good. None of our employees are covered by collective bargaining agreements.
Item 2. Description of Property.
The Company's corporate headquarters are located at 701 Brickell Avenue, Suite
3120, Miami, Florida. The facility consists of approximately 2,500 square feet
of office space which is subleased on a month-to-month basis. The tenant of the
primary lease is The Farkas Group, Inc., an affiliated entity. The Farkas Group,
Inc. subleases the facility to Atlas Equity Group, Inc., an affiliated entity.
Atlas Equity Group, Inc. subleases the facility to the Company. The Company
believes that's its current facilities are sufficient to meet its near-term
requirements.
Item 3 Legal Proceedings
As of the date hereof, there are no material legal proceedings pending against
the Company.
Item 4 Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of the Company's security holders during the
fourth quarter of 1999.
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FORM 10-KSB
i-Incubator.com, Inc.
Part II
Item 5 Market for the Registrant's Common Equity and Related Stockholder
Matters.
The Company's Common Stock is traded on the OTC Bulletin Board. High and low
sales prices for the Common Stock for the last quarter is as follows:
Quarter Ended High Low
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December 31, 1999 4.625 .1953
The quotations reflect inter-dealer prices, without retail mark-up, markdown or
commissions and may not represent actual transactions. As of March 1, 2000,
there were approximately 639 shareholders of the Company's Common Stock. The
Company has declared no cash dividends on its Common Stock since its inception
and plans to continue to invest all earnings back into the Company in the
foreseeable future.
Item 6. Management Discussion and Analysis or Plan of Operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis should by read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."
The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results, expectations and plans discussed in these
forward-looking statements.
During the past two years, the Company, has spent considerable time and capital
resources defining and developing its strategic plan for delivering and
operating on-line sales and auction technology.
The Company, as discussed in note one of the financial statements, has formed
several subsidiaries all of which are in the development stage. There has been
limited activity in these subsidiaries to date. The Company has incurred
substantial development stage losses in connection with developing its web-site
and the acquisition of various domain names, as well as, developing auction
technology and securing portal agreements. Because of uncertainties surrounding
the development and completion of its auction technology, the Company
anticipates incurring significant development stage losses in the foreseeable
future. The ability of the Company to achieve its business objectives is
contingent upon its success in raising additional capital until adequate
revenues are realized from operations.
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Year Ended December 31, 1999 Compared with Year Ended December 31, 1998.
Development stage expenses during the Year Ended December 31, 1999 were
significantly greater than during the comparable period 1998, increasing from
$11,111 to $501,528 or a 4,413% increase. This was in part the result of the
addition of officer's salaries, consulting (including the compensation expense
resulting from shares of the Company's stock issued to new and on-going
management) professional fees necessitated by operating in a public environment,
the acquisition of Domain names (from Michael D. Farkas and Rebecca Brock both
of which are related parties to the Company) and an agreement between the
Company and Atlas Equity Group, Inc. ( Owned by Michael D. Farkas, a related
party ) for shared office and rent expenses. On-going increases to development
stage expenses are anticipated during Year 2000.
Liquidity and Capital Resources
Despite Capital Contributions and both related party and third party loan
commitments, the Company from time to time experienced, and continues to
experience cash flow shortages that have slowed the Company's growth. During
1999 the consequence of those cash flow shortages has been an increase of $4,821
in accounts payable and an increase of $12,500 in accrued expenses bringing
those figures to $5,101 and $15,000 respectively at December 31, 1999.
The Company has primarily financed its activities from sales of capital stock of
the Company and from loans from related and third parties. A significant portion
of the funds raised from the sale of capital stock has been used to cover
working capital needs such as salaries, office expense and various consulting
fees.
The Company continues to experience cash flow shortages, and anticipates this
continuing through the foreseeable future. Management believes that additional
funding will be necessary in order for it to continue as a going concern. The
Company is investigating several forms of private debt and/or equity financing,
although there can be no assurances that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.
The Company has committed itself to pay Michael D. Farkas (a related party)
$250,000 for the acquisition of various domain names over a period of 24 months
commencing in January, 2000. No payments have been made to date.
The Company has committed itself to pay Rebecca Brock (a related party) $120,000
for the acquisition of a domain name over a period of 12 months commencing in
January, 2000. No payments have been made to date.
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Year 2000 Impact Statement
The Company believes that it has analyzed it information technology systems to
determine the existence of any effect, if any, of year 2000 issues. The Company
has entered into hardware and software support agreements in the normal course
of its business and believes those arrangements are sufficient to handle any
minor issues that may arise as a result of the year 2000, if any. The Company
also intends to create hard copy of all year-end accounting and management
reports, in the ordinary course of business, which will serve as a back up of
such data if needed. Further, because the Company's internet plan is still under
development, it is not currently dependent on the internet for either
e-commerce, the dissemination of information, or data management, and therefore
does not anticipate any material impact from year 2000 issues that may affect
the internet.
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Item 7. Financial Statements.
The Company's Financial Statements, Notes to Financial Statements and the report
of Berenfeld, Spritzer, Shecter & Sheer, independent auditors, with respect
thereto, referred to in the Index to Financial Statements, appear elsewhere in
this Form 10-KSB.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
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FORM 10-KSB
i-Incubator.com, Inc.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
Section 16(a) of the Act.
The following table sets forth information concerning executive officers and
directors of the Company, including their ages and positions with the Company as
of March 14, 2000.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Jamee Freeman 31 President, Secretary, Treasurer and Director
Michael Farkas 28 Director
Matthew Sher 28 Director
Scott Mager 28 Director
</TABLE>
Jamee Freeman has served as the Company's President, Secretary, Treasurer and
Director since October 1998. From February 1998 through October 1998 Ms. Freeman
was an assistant to the President of Atlas Equity Group, Inc., an investment
banking firm and an affiliate of the Company. From about 1996 through February
1998, Ms. Freeman was Real Estate Sales and Leasing Manager for Selar Realty.
From January 1994 through April 1996 she was President of Avjam Communications,
Inc., a telecommunications company
Michael Farkas has served as a Director of the Company since March 14, 2000. For
the past 10 years, Mr. Farkas has been active as an investment advisor in
various capacities. He started out in the industry as a stockbroker. He has
worked as a financial consultant to several New York Stock Exchange member firms
including Paine Webber and Prudential Securities. For the past 5 years Mr.
Farkas has specialized in investment banking, mergers and acquisitions,
financial consulting and fund raising primarily in the telecommunications,
information technology and other high-tech ventures through Atlas Equity Group,
Inc., and Warrior Equity Partners, Inc, each of which Mr. Farkas is the
President and founder. Mr. Farkas was the Co-Founder and Director of Atlas
Recreational Holdings, Inc., a Florida company, which owns approximately 59% of
Holiday RV Superstores, Inc., a publicly traded company. Currently, Mr. Farkas
is also the Chairman of WealthHound.com, Inc., a publicly traded company.
Matthew Sher has served as a Director of the Company since March 14, 2000. Since
November 1996 Mr. Sher has owned and managed a brokerage operation as an Office
of Supervisory Jurisdiction ("OSJ"). The OSJ, originally operating under Lloyd
Wade Securities, is currently operating under Richmark Capital. In August 1998
Mr. Sher founded WealthHound.com, Inc., a publicly traded full service online
financial service company. Merrill Lynch employed Mr. Sher as an intern from
January 1994 to May 1994. He was employed by GKN Securities as a stockbroker
from November 1994 to November 1996. Mr.
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Sher has a Bachelors Degree in Consumer Studies from the Syracuse University
School of Human Development.
Scott Mager has served as a Director of the Company since March 14, 2000. Mr.
Mager was a leading member of the founding team of Agency.com, Inc. and has been
with that company for over four years serving as Senior Creative Director. In
April of 1999, Mr. Mager founded Wealthhound.com with Mr. Sher and Mr. Farkas.
As of January 2000, Mr. Mager joined Wealthhound.com as a Director and Chief
Creative Officer. A graduate of the Syracuse University School of Visual and
Performing Arts, Mr. Mager has had may positions at AGENCY.COM. Since starting
in July of 1995, Mr. Mager began as a 3D Designer and Animator, then progressed
to HTML Site Builder, Site Manager, and Director of Production. In February of
1998, Mr. Mager was promoted to Senior Creative Director where he served as both
a manager and leader of AGENCY.COM's New York's 75 person creative department.
In August of 1999, Mr. Mager created the applied concepts R & D Lab for
Agency.com, focusing on wireless application development until he left to join
Wealthhound full time in January of 2000. Prior to AGENCY.COM, Mr. Mager started
and ran a local NJ ISP called Cortex Communications. He also worked on Pink
Floyd's MTV documentary while at Viacom's MTV. Mr. Mager has broad experience in
Silicon Alley working as Strategist, Consultant, Creative Director, Programmer,
Graphic Designer, Project Manager and Content Developer.
Section 16(a) Beneficial Ownership Reporting Compliance.
During fiscal year 1999 Jamee Freeman failed to file a Form 3.
Item 10. Executive Compensation.
The following table sets forth, for fiscal years ending December 31, 1999,
certain information regarding the compensation earned by the Company's
President. There were no executive officers whose aggregate annual salary and
bonus for fiscal 1999 exceeded $100,000 with respect to services rendered by
such persons to the Company and its subsidiaries.
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Summary Compensation Table
Long Term Compensation
<TABLE>
<CAPTION>
Name and Annual Compensation
Position --------------------
- --------
Other Annual Securities All other
Fiscal Year Salary Compensation Underlying Options Compensation
----------- ------ ------------ ------------------ ------------
<S> <C> <C> <C> <C> <C>
Jamee Freeman
President, Secretary
And Treasurer 1999 $45,000 $500(1) - 0 - - 0 -
- ---------------------
(1) Represents 150,000 shares of the Company's Common Stock (valued at $500) as
additional payment for services performed.
</TABLE>
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Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of March 1, 2000, information with respect to
(a) each person (including any "group" as that term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934) who is known to the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock of the Company
and (b) the number and percentage of the Company's Common Stock owned by (i)
each of the directors and the executive officers named on the Summary
Compensation Table above and (ii) al directors and executive officers of the
Company as a group. The Company believes that, unless otherwise indicated, each
of the shareholders has sole voting and investment power with right to the
shares beneficially owned.
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner(1) Number of Shares Owned Percent of Class Outstanding
- ------------------- ---------------------- ---------------------------
<S> <C> <C>
Jamee Freeman 150,000 (2)
701 Brickell Avenue
Suite 3120
Miami, FL 33131
Michael Farkas(3) 10,283,500 62.02%
701 Brickell Avenue
Suite 3120
Miami, FL 33131
The Farkas Group, Inc. 3,300,000 19.9%
701 Brickell Avenue
Suite 3120
Miami, FL 33131
Atlas Equity Group, Inc. 3,983,500 24.03%
701 Brickell Avenue
Suite 3120
Miami, FL 33131
</TABLE>
- --------
(1) For purposes of this table, a beneficial owner is one who directly or
indirectly , has or shares with others, (a) the power to vote or direct the
voting of the Common Stock; or (b) investment power with rights to the Common
Stock which includes the power to dispose or direct the disposition of Common
Stock
(2) Less than one percent.
(3) Includes 3,300,000 shares of Common Stock owned by The Farkas Group, Inc.,
3,983,500 shares of Common Stock owned by Atlas Equity Group, Inc., and
3,000,000 shares of Common Stock owned by GSM Communications, Inc.. Mr. Farkas
is a principal of each of those companies.
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<TABLE>
<S> <C> <C>
GSM Communications, Inc. 3,000,000 18.09%
701 Brickell Avenue
Suite 3120
Miami, FL 33131
Matthew Sher(4) 1,750,000 10.55%
701 Brickell Avenue
Suite 3120
Miami, FL 33131
Scott Mager(4) 1,750,000 10.55%
701 Brickell Avenue
Suite 3120
Miami, FL 33131
All directors and executive
officers as a group 12,433,500 74.99%
(4 persons)
</TABLE>
- --------
(4) Includes 1,500,000 shares of Common Stock owned by On Mark Enterprises,
Inc., a company of which 50% is owned by Mr. Sher and 50% is owned by Mr. Mager.
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Item 12 Certain Relationships and Related Transactions
See "Description of Business - Recent Developments."
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FORM 10-KSB
i-Incubator.com, Inc.
Part IV
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of this Form 10-KSB
1. Financial Statements
Independent Auditors Report
Consolidated Balance Sheet as of December 31, 1999 and 1998
Consolidated Statements of Operations for the years ended
December 31, 1999 and 1998 and for the period from May 5, 1997
(inception) to December 31, 1999
Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for the period May 5, 1997 (inception) through December
31, 1999.
Consolidated Statements of Cash Flows for the years ended
December 31, 1999 and 1998 and for the period May 5, 1997 to
December 31, 1999
Notes to Consolidated Financial Statements
2. Exhibits
3. Amendment to Articles of Incorporation - filed November 14,
1999
23. Consent of Berenfeld, Spritzer, Shecter & Sheer
27. Financial Data Schedule
(b) Reports of Form 8-K
No such reports were filed by the Company during the year ended
December 31, 1999.
19
<PAGE>
SIGNATURES
Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
i-Incubator.com, Inc.
Date: March 29, 2000 By: /s/ JAMEE FREEMAN
-------------------- ---------------------------
Jamee Freeman, President,
Secretary and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ JAMEE FREEMA President, Secretary, Treasurer and March 29, 2000
---------------------------------
Jamee Freeman Director
/s/ MICHAEL FARKAS Director March 29, 2000
---------------------------------
Michael Farkas
/s/ MATTHEW SHER Director March 29, 2000
---------------------------------
Matthew Sher
/s/ SCOTT MAGER Director March 29, 2000
---------------------------------
Scott Mager
</TABLE>
20
<PAGE>
I-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<S> <C>
INDEPENDENT AUDITORS' REPORT.................................................................................. 1
CONSOLIDATED BALANCE SHEETS................................................................................... 2 - 3
CONSOLIDATED STATEMENTS OF OPERATIONS......................................................................... 4
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT).................................................................... 5 - 7
CONSOLIDATED STATEMENTS OF CASH FLOWS......................................................................... 8 - 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS....................................................................10 - 23
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders and
Board of Directors
i-Incubator.com, Inc. and Subsidiaries
Miami, Florida
We have audited the accompanying consolidated balance sheets of i-Incubator.com,
Inc. and Subsidiaries (a development stage company) as of December 31, 1999 and
1998 and the related consolidated statements of operations, changes in
stockholders' equity(deficit)and cash flows for the years then ended, and for
the cumulative period May 5,1997 (inception) to December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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 the audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of i-Incubator.com, Inc. and
Subsidiaries as of December 31, 1999, and 1998 and the results of its operations
and its cash flows for the years then ended, and for the cumulative period May
5, 1997(inception)to December 31, 1999 in conformity with generally accepted
accounting principles.
/s/ Berenfeld, Spritzer, Shechter and Sheer
Berenfeld, Spritzer, Shechter and Sheer
March 20, 2000
1
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
------- -------
CURRENT ASSETS:
<S> <C> <C>
Cash $16,384 $11,135
Prepaid expenses 5,000 0
Notes receivable - related party 37,500 0
Accrued interest receivable -
related party 713 0
------- -------
Total Current Assets 59,597 11,135
------- -------
OTHER ASSETS:
Organization costs, net of
accumulated amortization of $109 3,645 0
Investments in unconsolidated
affiliated companies 2,000 0
------- -------
Total Other Assets 5,645 0
------- -------
TOTAL ASSETS $65,242 $11,135
======= =======
</TABLE>
2
The accompanying notes are an integral part of these financial statements.
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
DECEMBER 31,
-------------
1999 1998
----------- ---------
CURRENT LIABILITIES:
Non-interest bearing related
party notes payable, net of unamortized
discounts - current portion $ 237,576 $ 0
Notes payable - current portion 95,000 0
Accounts payable 5,101 280
Accrued expenses payable 15,000 2,500
Accrued interest payable 2,250 0
Payroll taxes payable 1,412 213
Shareholders' loans 700 0
----------- ---------
Total Current Liabilities 357,039 2,993
----------- ---------
LONG-TERM LIABILITIES
Non-interest bearing
Note payable - related party 112,805 0
----------- ---------
STOCKHOLDERS' EQUITY:
Common Stock, $.0001 par value, 50,000,000
shares authorized, 16,580,000 shares and
2,175,000 post split shares issued and
outstanding respectively 1,658 217
Additional paid-in capital 85,642 28,783
Deficit accumulated during
the development stage (522,386) (20,858)
----------- ---------
(435,086) 8,142
Minority interest in subsidiary 30,484 0
----------- ---------
Total Stockholders' Equity (Deficit) (404,602) 8,142
----------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (Deficit) $65,242 $11,135
=========== =========
3
The accompanying notes are an integral part of these financial statements.
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR FOR THE YEAR MAY 5, 1997
ENDED ENDED (INCEPTION)
DECEMBER 31, 1999 DECEMBER 31, 1998 TO DECEMBER 31, 1999
------------------ ------------------ ---------------------
DEVELOPMENT STAGE REVENUES $ 0 $ 0 $ 0
------------------ ------------------ ---------------------
<S> <C> <C> <C>
DEVELOPMENT STAGE EXPENSES:
Amortization 109 0 109
Bank charges 298 0 298
Business promotion 4,160 0 4,160
Consulting fees 22,500 1,660 24,160
Courier 953 0 953
Dues and subscriptions 297 0 297
Domain names 338,581 0 338,579
Interest expense 2,250 0 2,250
Licenses and taxes 7,128 759 7,887
Management fees 0 0 4,000
Office expenses 18,428 815 19,408
Officer salaries 43,019 1,320 44,339
On-line services 140 0 140
Payroll taxes 3,669 112 3,781
Printing 502 0 502
Professional fees 55,370 2,682 63,552
Registration fees 0 3,627 3,627
Telephone 1,211 136 1,429
Transfer agent fees 3,348 0 3,348
Travel 278 0 278
--------------------- ----------------------- ------------------------
TOTAL DEVELOPMENT STAGE EXPENSES 502,241 11,111 523,097
--------------------- ----------------------- ------------------------
LOSS BEFORE OTHER INCOME (502,241) (11,111) (523,097)
INTEREST INCOME 713 0 713
--------------------- ----------------------- ------------------------
LOSS BEFORE MINORITY INTEREST (501,528) (11,111) (522,384)
MINORITY INTEREST DEVELOPMENT STAGE LOSS (16) 0 (16)
--------------------- ----------------------- ------------------------
NET DEVELOPMENT STAGE LOSS $ (501,544) $ (11,111) $(522,400)
===================== ======================= ========================
LOSS PER SHARE:
Basic $(0.0396) $ (0.0051) $ (0.0853)
===================== ======================= ========================
Diluted $(0.0396) $ (0.0051) $ (0.0853)
===================== ======================= ========================
Weighted-average of common
shares outstanding 12,660,082 2,175,000 6,120,418
===================== ======================= ========================
</TABLE>
4
The accompanying notes are an integral part of these financial statements.
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
--------------------- PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance, May 5, 1997
(inception) ...................... 0 $ 0 $ 0 $ 0 $ 0
Common stock issued to related
parties for consulting fees ...... 300,000 30 3,970 0 4,000
Common stock issued to related parties 1,125,000 112 14,888 0 15,000
Common stock issued to
third parties .................... 750,000 75 9,925 0 10,000
Deficit accumulated during the
development stage for the
period May 5, 1997(inception)
through December 31, 1997 ........ 0 0 0 (9,747) (9,747)
--------- --------- --------- --------- ---------
Balance, December 31, 1997 ........... 2,175,000 217 28,783 (9,747) 19,253
Deficit accumulated during the
development stage for the year
ended December 31, 1998 .......... 0 0 0 (11,111) (11,111)
--------- --------- --------- --------- ---------
Balance, December 31, 1998 ........... 2,175,000 $ 217 $ 28,783 $ (20,858) $ 8,142
--------- --------- --------- --------- ---------
</TABLE>
5
The accompanying notes are an integral part of these financial statements.
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999 (CONT'D)
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
----------------------- PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 ............... 2,175,000 $ 217 $ 28,783 $ (20,858) $ 8,142
Common stock issued to
related parties - private offering ... 9,000,000 900 (600) 0 300
Common stock issued to
a related party for
managerial services .................. 150,000 15 485 0 500
Common stock issued for
legal services ....................... 150,000 15 485 0 500
Common stock issued to
related party ........................ 15,000 2 498 0 500
Common stock issued to
third parties ........................ 1,590,000 158 52,841 0 53,000
Common stock issued to
related parties in connection with
the acquisition of i-Auction.com, Inc. 2,000,000 200 1800 0 2,000
---------- ---------- ---------- ---------- ----------
Subtotal balance forward ............ 15,080,000 $ 1,507 $ 84,292 $ (20,858) $ 64,942
---------- ---------- ---------- ---------- ----------
</TABLE>
6
The accompanying notes are an integral part of these financial statements.
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999 (CONT'D)
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
----------------------- PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance forward ........................ 15,080,000 $ 1,507 $ 84,292 $ (20,858) $ 64,942
Common stock issued to Quentin Road
Productions, Inc. (a related party)
pursuant to a one-for-one stock exchange
agreement dated December 1, 1999 for
1,500,000 common shares of Wealthhound,
Inc. (a related party) ................. 1,500,000 150 1,350 0 1,500
Minority interest equity ............... 0 300 30,200 0 30,500
Deficit accumulated during the
development stage for the year
ended December 31, 1999 ................ 0 0 0 (501,528) (501,528)
Minority interest loss during the
year ended December 31, 1999 ........... 0 0 0 (16) (16)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1999 ................. 16,580,000 $ 1,957 $ 115,842 $ (522,402) $ (404,602)
========== ========== ========== ========== ==========
</TABLE>
7
The accompanying notes are an integral part of these financial statements.
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE IN CASH)
<TABLE>
<CAPTION>
FOR THE PERIOD
MAY 5, 1997
FOR THE YEAR (INCEPTION)
ENDED DECEMBER 31, TO DECEMBER 31, 1999
---------------------- ----------------------
1999 1998
OPERATING ACTIVITIES:
<S> <C> <C> <C>
Deficit accumulated during the
development stage ............................... $(501,544) $ (11,111) $(522,402)
Adjustments to reconcile net loss to
net cash used by operations:
Amortization ..................................... 109 0 109
Common stock issued for legal services ........... 500 0 500
Common stock issued for consulting (related party) 500 0 4,500
(Increase)Decrease in prepaid expenses ........... (5,000) 0 (5,000)
(Increase)Decrease in interest receivable ........ (713) 0 (713)
Decrease in advance receivable ................... 0 15,000 0
Increase(Decrease) in accrued interest expense ... 2,250 0 2,250
Increase(Decrease)in accounts payable ............ 4,821 280 5,101
Increase(Decease) in payroll taxes payable ....... 1,199 213 1,412
Increase(Decrease) in accrued expenses ........... 12,500 2,500 15,000
--------- --------- ---------
Net Cash Used by
Operating Activities .......................... (485,378) 6,882 (499,243)
--------- --------- ---------
INVESTING ACTIVITIES:
Organization costs ............................... (3,754) 0 (3,754)
Investment in WealthHound, Inc. .................. 1,500 0 1,500
Notes payable .................................... 95,000 0 95,000
Note receivable - related party .................. (37,500) 0 (37,500)
Notes payable - related parties .................. 350,381 0 350,381
--------- --------- ---------
Net Cash Used for
Investing Activities .......................... (402,627) 0 402,627
--------- --------- ---------
FINANCING ACTIVITIES:
Proceeds from the issuance of
common stock .................................... 83,500 0 108,500
Proceeds from the issuance of
common stock to related parties ................. 300 0 300
Common stock issued in connection with
the acquisition of i-Auction.com, Inc. .......... 2,000 0 2,000
Common stock issued in connection with
the acquisition of 1.5 m shares of
WealthHound, Inc. ............................... 1,500 0 1,500
Proceeds from shareholders' loan ................. 700 0 700
--------- --------- ---------
Net Cash Provided by
Financing Activities .......................... 8,800 0 113,000
--------- --------- ---------
INCREASE IN CASH ...................................... 5,249 6,882 16,386
CASH, BEGINNING OF PERIOD ............................. 11,135 4,253 0
--------- --------- ---------
CASH, END OF PERIOD ................................... $ 16,384 $ 11,135 $ 16,384
========= ========= =========
</TABLE>
8
The accompanying notes are an integral part of these financial statements.
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND FOR THE
CUMMULATIVE PERIOD MAY 5, 1997 (INCEPTION) TO DECEMBER 31, 1999
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
During the years ended December 31, 1999 and 1998 and for the cummulative
period May 5, 1997 (inception) to December 31, 1999, the Company did not pay any
interest.
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
The Company entered into the following non-cash transactions:
During the year ended December 31, 1999, the Company issued 1,500,000 shares of
common stock in connection with a stock for stock exchange agreement with
Quentin Road Productions, Inc. (a related party) for common shares of
WealthHound.com, Inc. dated December 8, 1999. The exchange was valued at $1,500.
During the year ended December 31, 1999, the Company issued 2,000,000 shares of
common stock in connection with a common stock share and exchange agreement
dated December 1, 1999 with i-Auction.com, Inc. The exchange was valued at
$2,000.
During the year ended December 31, 1999, the Company issued 150,000 shares of
common stock in consideration for legal services. This transaction was valued at
$500.
During the year ended December 31, 1999, the Company issued 150,000 shares of
common stock in consideration of managerial services to a related party. This
transaction was valued at $500.
During the period May 5, 1997 (inception) through December 31, 1998 the Company
issued 300,000 shares of common stock in consideration for management services
provided by the then acting President of the Company, James Lee. This
transaction was valued at $4,000.
9
The accompanying notes are an integral part of these financial statements.
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
ORGANIZATION
i-Incubator.com, Inc.("the Company"), formerly Master Communications Corp., was
incorporated on May 5, 1997 under the laws of the State of Florida. The
Company's primary objective is to position itself as an internet incubator.
Similar to other incubators, it will provide venture capital, technical
expertise and marketing assistance to development stage companies. The Company's
ticker symbol changed on December 7, 1999 to "INQU" to better reflect its name
change and direction.
On November 22, 1999 the Company formed i-RealtyAuction.com, Inc.
("RealtyAuction"). In connection therewith, it received 700,000 common shares,
representing a 70% ownership interest. The shares were issued in consideration
for services rendered relating to RealtyAuction's formation. Global Realty
Management Group, Inc. ("Global") (a related company) was issued 300,000 common
shares of RealtyAuction, representing a 30% interest. The shares were issued in
exchange for $30,000 and 500,000 common shares of Global. RealtyAuction has the
authority to issue 100,000,000 shares of common stock at .001 par value.
RealtyAuction is a development stage company that has had limited activity.
On December 1, 1999 the Company entered into a stock exchange agreement with
i-AuctionTech.com, Inc. ("AuctionTech") (Note 10). The agreement provides for
the acquisition of 100% of the outstanding shares of AuctionTech. In connection
therewith, the Company issued 2,000,000 restricted common shares to
AuctionTech's shareholders.
AuctionTech was incorporated on November 3, 1999 under the laws of the state of
Delaware and has the authority to issue 50,000,000 shares of common stock.
AuctionTech intends to develop internet auction technology.
10
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
On December 17, 1998 the Company formed i-Teleco.com, Inc. ("Teleco"), formerly
Mastertel Communications Corp., under the laws of the state of Florida. Teleco
has the authority to issue 50,000,000 shares of common stock and intends to
position itself to take advantage of opportunities available in the
telecommunications industry. Teleco is a development stage company that has had
limited activity.
On December 23, 1999 the company formed i-Aerobids.com, Inc. ("Aerobids") under
the laws of the state of Delaware. Aerobids has the authority to issue
50,000,000 shares of common stock and intends to develop an auction website
devoted entirely to aviation related parts and accessories. Aerobids is a
development stage company that has had limited activity.
On December 23, 1999 the Company formed i-CarAuction.com, Inc. ("CarAuction")
under the laws of the state of Delaware. CarAuction has the authority to issue
50,000,000 shares of common stock and intends to develop an auction website
devoted entirely to automobiles and related accessories. CarAuction is a
development stage company that has had limited activity.
On December 23, 1999 the company formed i-AntiqueAuction.com, Inc.
("AntiqueAuction") under the laws of the state of Delaware. AntiqueAuction has
the authority to issue 50,000,000 shares of common stock and intends to develop
an auction website devoted entirely to antiques and related accessories.
AntiqueAuction is a development stage company that has had limited activity.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the
Company and its majority owned subsidiaries. All significant inter-company
accounts have been eliminated.
11
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
USE OF ESTIMATES
The preparation of 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 disclosures of
contingent assets and liabilities as of the date of the financial statements and
reporting period. Accordingly, actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, the Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.
CARRYING VALUES
The Company reviews the carrying values of its long-lived and identifiable
intangible assets for possible impairment. Whenever events or changes in
circumstances indicate that the carrying amount of assets may not be
recoverable, the Company will reduce the carrying value of the assets and charge
operations in the period the impairment occurs.
INCOME TAXES
The Company utilizes Statement of Financial Standards SFAS No. 109, "Accounting
for Income Taxes", which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in financial statements or tax returns. Under this method, deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each period end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. The accompanying
financial statements have no
12
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
provisions for deferred tax assets or liabilities because the deferred tax
allowance offsets the deferred tax asset in its entirety.
NET LOSS PER SHARE
The Company has adopted SFAS No. 128 "Earnings Per Share". Basic loss per share
is computed by dividing the loss available to common shareholders by the
weighted-average number of common shares outstanding. Diluted loss per share is
computed in a manner similar to the basic loss per share, except that the
weighted-average number of shares outstanding is increased to include all common
shares, including those with the potential to be issued by virtue of warrants,
options, convertible debt and other such convertible instruments. Diluted
earnings per share contemplates a complete conversion to common shares of all
convertible instruments, only if they are dilutive in nature with regards to
earnings per share. Since the Company has incurred net losses for all periods,
and since there are no convertible instruments, basic loss per share and diluted
loss per share are the same.
FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107 "Disclosures about Fair Value of Financial Instruments" requires
the disclosure of the fair value of financial instruments. The Company's
management, using available market information and other valuation methods, has
determined the estimated fair value amounts. However, considerable judgment is
required to interpret market data in developing estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts the Company could realize in a current market exchange.
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June, 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
130, "Reporting Comprehensive Income". This statement requires companies to
classify
13
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
items of other comprehensive income by their nature in a financial statement and
display the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section of a
statement of financial position. SFAS No. 130 is effective for financial
statements issued for fiscal years beginning after December 15, 1997. Management
believes that SFAS No. 130 has no material effect on the Company's financial
statements.
In June, 1997, FASB issued SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information". This statement establishes additional
standards for segment reporting in financial statements and is effective for
financial statements issued for fiscal years beginning after December 15, 1997.
Management believes that SFAS No. 131 does not have a material effect on the
Company's financial statements.
In April, 1998, the American Institute of Certified Public Accountants issued
Statement of Position No. 98-5, "Reporting for Costs of Start-Up Activities",
("SOP 98-5"). The Company is required to expense all start-up costs related to
new operations as incurred. In addition, all start-up costs that were
capitalized in the past must be written off when SOP 98-5 is adopted. The
Company's adoption did not have a material impact on the Company's financial
position or results of operations.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", is
effective for financial statements issued for fiscal years beginning after June
15, 1999. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. Management does not believe that
SFAS No. 133 will have a material effect on its financial position or results of
operations.
14
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by Mortgage Banking Enterprises",
is effective for financial statements issued in the first fiscal quarter
beginning after December 15, 1998. This statement is not applicable to the
Company.
SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical Corrections",
is effective for financial statements issued for fiscal years beginning
February, 1999. This statement is not applicable to the Company.
NOTE 3 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS
The Company's initial activities have been devoted to developing a business
plan, negotiating contracts and raising capital for future operations and
administrative functions.
The ability of the Company to achieve its business objectives is contingent upon
its success in raising additional capital until such time as adequate revenues
are realized from operations.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, development stage losses from May 5, 1997 (inception) to December
31, 1999 aggregated $522,400. The Company's cash flow requirements during this
period have been met by contributions of capital and debt financing. No
assurance can be given that these sources of financing will continue to be
available. If the Company is unable to generate profits, or unable to obtain
additional funds for its working capital needs, it may have to cease operations.
The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's
15
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to retain
additional paid-in capital, and to ultimately attain profitability.
NOTE 4 - NOTES RECEIVABLE RELATED PARTY
During the year ended December 31, 1999, the Company made loans to
WealthHound.com, Inc. ("WealthHound") (a related party). The terms of the loan
are as follows:
RATE
DATE PER ANNUM MATURITY PRINCIPAL
- ---- --------- -------- ---------
10/15/99 8 1/4% 4/15/2000 $12,500
10/15/99 8 1/4% 4/15/2000 5,000
10/8/99 8 1/4% 4/08/2000 20,000
-------
TOTAL NOTES RECEIVABLE $37,500
=======
Accrued interest aggregated $713 through December 31, 1999.
NOTE 5 - OTHER ASSETS
The Company capitalized $3,754 of legal fees in connection with its
incorporation. The organization costs are being amortized on a straight-line
basis over a period of 60 months. Amortization expense for the year ended
December 31, 1999 was $109.
On December 8, 1999, the Company entered into an agreement with Quentin Road
Productions, Inc. ("Quentin") (a related company) for the exchange of 1,500,000
restricted common shares of WealthHound that were owned by Quentin for 1,500,000
restricted common shares of the Company's common
16
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
shares. The shares acquired in the exchange represent an approximate 3% interest
in WealthHound (Note 10).
Management intends to hold WealthHound on a long-term basis and is carrying the
investment on the equity method. Management estimated the value of this
transaction by using available market information and applying discounts that
account for the restricted nature of the shares, lack of marketability and its
low trading volume. However, considerable judgment is required to interpret
market data in developing fair value. Accordingly, the estimates presented
herein are not necessarily indicative of amounts the Company could realize in a
current market exchange.
NOTE 6 - DEFERRED INCOME TAXES
As of December 31, 1999, the Company has a carryforward loss for income tax
purposes of $183,819 that may be offset against future taxable income. The
Company incurred $338,581 of expenses for the purchases of various domain names
from related parties. Pursuant to Internal Revenue Code 267(a)(2) these expenses
may not be deducted by the Company until the related parties recognize the
income and accordingly, have not been included in the carryforward loss. The
carryforward loss expires in the year 2019. Due to the uncertainty regarding the
success of future operations, management has elected not to recognize any future
income tax benefits that may arise from the utilization of the loss
carryforward.
NOTE 7 - ACCRUED EXPENSES
Accrued expenses at December 31, 1999 are as follows:
Accrued accounting fees $ 15,000
=======
17
<PAGE>
NOTE 8 - NOTES PAYABLE
Notes payable as of December 31, 1999 were as follows:
Note payable to Atlas Equity
Group, Inc. (a related party),
12% per annum dated December 22, 1999,
unsecured. Due on demand no later
than June 22, 2000. $10,000
Note payable to the Farkas Group, Inc.
(a related party), 12% per annum dated
November 19, 1999, unsecured. Due on demand
no later than December 19, 2000. 1,800
Note payable to Sharei Chesed, 111/2% per annum,
dated December 30, 1999,
unsecured. Due on demand no later
than December 29, 2000. 30,000
Note payable to SeaBank Corporation, 12% per annum,
dated August 2, 1999, unsecured. Due on demand no
later than February 2, 2000. The note is currently
in default and management is renegotiating its terms. 20,000
Note payable to SeaBank Corporation,
12% per annum, dated October 15, 1999,
unsecured. Due on demand no later
than April 15, 2000. 20,000
Note payable to SeaBank Corporation,
12% per annum, dated October 5, 1999,
unsecured. Due on demand no later
than April 15, 2000. 25,000
18
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Non-interest bearing note dated December 7, 1999 to
Rebecca Brock ("Brock") (a related party)in
connection with the acquisition of a domain name.
$10,000 due monthly for 10 months. The note has been
discounted based on an imputed interest rate of 10%. 120,000
Less discount (6,255)
Non-interest bearing note dated
December 28, 1999 to Michael D. Farkas
("Farkas) (a related party)in connection with
the acquisition of domain names.
$10,000 due monthly for 24 months.
The note has been discounted based on an
imputed interest rate of 10%. 250,000
Less discount (25,165)
--------
Current portion- related parties (227,657)
Current portion - unrelated parties (95,000)
--------
Long-term portion - related parties $112,805
========
NOTE 9 - COMMITMENTS AND CONTINGENCIES
On November 24, 1999 the Company agreed to engage Kulat
Communications, Inc., ("Kulat") on a month-to-month basis. Kulat provides public
relations consultation and various marketing programs. Through December 31, 1999
the Company has incurred fees of approximately $4,100 in connection with this
arrangement.
NOTE 10 - STOCKHOLDERS' EQUITY
On November 11, 1999 the Board of Directors approved a 3:1 forward stock split.
The statement of changes in stockholders' equity and the following notes have
been
19
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
adjusted to give affect to the split. In addition, due to change in the marital
status of certain shareholders, prior transactions deemed to have been unrelated
have become related party transactions. The statement of changes in
stockholders' equity has been adjusted to affect these changes.
The Company issued 300,000 common shares to James F. Lee, former President, and
the Company's sole officer and director, in consideration for management
services valued at $4,000. In addition, it issued 600,000 common shares to GSM
Communications, Inc. ("GSM")in exchange for $8,000. GSM is owned by Farkas and
is deemed to be a related party. These individuals are deemed to be founders and
affiliates of the Company. Concurrently, the Company entered into a private
offering of securities pursuant to regulation D, Rule 504, promulgated under the
Securities Act of 1933. Common Shares were offered to non-accredited investors
for cash consideration of 1.334 cents per share. 1,125,000 shares were issued to
related parties and 750,000 shares issued to unrelated parties.
On March 20, 1998, Mr. Lee sold his ownership interest in the Company to the
Farkas Group, Inc. in a private transaction subject to Section 4(2) of the
Securities Act of 1933. The Farkas Group, Inc. is a privately held company owned
by Farkas.
In January, 1999 the Company issued 3,000,000 post split common shares each to
The Farkas Group, Inc., Atlas Equity Group, Inc., and GSM, all of which are
owned by Farkas and are deemed to be related parties. These common shares were
issued for a cash consideration of $300.
In January, 1999 the Company engaged legal counsel for services relating to SEC
filings and related documentation. In connection therewith, the Company issued
150,000 post split shares of common stock (valued at $500) as additional payment
for the services performed.
20
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
In January, 1999 the Company issued 150,000 post split shares of common stock to
Jamee Freeman, President, in consideration for managerial services rendered
valued at $500.
On December 1, 1999, the Company entered into a stock exchange agreement with
AuctionTech (Note 1). The agreement provided for the acquisition of all of the
outstanding shares of AuctionTech. In connection therewith, the Company issued
2,000,000 restricted common shares to AuctionTech's shareholders. Management
estimated the value of this transaction to be $2,000.
On December 8, 1999 the Company entered into a stock exchange agreement with
Quentin (a related company) to transfer 1,500,000 of restricted common shares of
WealthHound owned by Quentin for 1,500,000 restricted shares of the Company's
common stock (Note 5). The common shares exchanged represent approximately 3%
interest in WealthHound. Management valued the estimated the fair market value
of this transaction to be $1,500.
NOTE 11 - OFFICERS AND BOARD OF DIRECTORS
As of December 31, 1999 the Company's sole officer and Board Member was;
Jamee Freeman - President
Secretary/Treasurer
During the year ended December 31, 1999 Javier Aguero resigned from his position
as Vice President. The Company is currently recruiting a replacement.
21
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
EMPLOYMENT AGREEMENT
The Company agreed in principle to an employment agreement for its President.
The term of the agreement is one year, automatically renewable for a period of
one year for each consecutive year thereafter, unless prior notice is given by
either the Company or Ms. Freeman 90 days prior to the expiration of the
contract term. Initial compensation will be at an annual rate of approximately
$45,000.
NOTE 12 - RELATED PARTY TRANSACTIONS
In January, 1999 the Company agreed to reimburse Atlas Equity Group, Inc., a
related party, $1,000 per month (on a month- to-month basis) for operating and
administrative expenses. Atlas Equity Group, Inc. is owned by Farkas. On
November 30, 1999 the Company agreed to increase the reimbursements to $6,000
per month, commencing December, 1999.
The Company paid the Farkas Group, Inc. $5,000 for assisting in creating a
private placement offering document. The Farkas Group, Inc. owns 3,300,000
shares of the Company and is deemed to be a related party. The Farkas Group,
Inc. is owned by Farkas.
The Company engaged Berger and Associates for various consulting services.
Berger & Associates is owned by a family member of Farkas and is deemed to be a
related party.
On December 28, 1999, the Company entered into an agreement with Farkas. In
connection therewith, the Company agreed to pay $250,000 to Farkas, $10,000 upon
the execution of the agreement and $10,000 per month for a period of 24 months
commencing January 1, 2000. No payments have been made as of the date of this
report. The note was discounted pursuant to APB 21 "Interest on Receivables and
Payables" which requires the imputation of interest on non-interest bearing
obligations. The imputed interest rate used for this purpose was 10%.
22
<PAGE>
i-INCUBATOR.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
On December 7, 1999, the Company entered into an agreement with Brock. In
connection therewith, the Company agreed to pay $120,000 to Brock, $20,000 upon
the execution of the agreement and $10,000 per month for a period of 10 months
commencing January 1, 2000. No payments have been made as of the date of this
report. The note was discounted on the same basis as the Farkas note.
On December 6, 1999 AuctionTech paid $5,000 to Scott Mager (a shareholder and
related party) for consulting services.
NOTE 13-.SUBSEQUENT EVENTS
On January 6, 2000 the Company agreed to pay Mathew Sher (a related party)
$25,000 for consulting services rendered to AuctionTech.
On January 6, 2000 the Company agreed to pay Scott Mager (a related party)
$50,000 for consulting services rendered to AuctionTech.
On January 14, 2000 the Company executed a note payable to Chasdai Yitzchok for
$30,000. The note is unsecured, bears interest at 11 1/2% per annum, and is due
on demand no later than January 13, 2001.
On January 31, 2000 the Company executed a note payable to Scott Cohen for
$50,000. The Note is unsecured, bears interest at 8% per annum, and is due on
demand no later than January 30, 2001.
24
EXHIBIT 3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MASTER COMMUNICATION CORP.
PURSUANT TO THE PROVISIONS OF SECTION 607.1006, FLORIDA STATUTES, THIS FLORIDA
PROFIT CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF
INCORPORATION.
FIRST: Amendment(s) adopted: (indicate article number(s) being
amended, added or deleted)
ARTICLE I NAME - Is to be changed as follows:
ARTICLE I: THE NAME OF THE CORPORATION SHALL BE:
i-Incubator.com, Inc.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself, are as
follows:
Not Applicable
THIRD: The date of each amendment's adoption: November 22, 1999
-----------------
FOURTH: Adoption of Amendment(s) (CHECK ONE)
[X] The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) was/were sufficient
for approval.
[ ] The amendment(s) was/were approved by the shareholders
through voting groups. The following statement must be
separately provided for each voting group entitled to vote
separately on the amendment(s):
[ ] "The number of votes cast for the amendment(s) was/were
sufficient for approval by _________________________."
voting group
[ ] The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
<PAGE>
[ ] The amendment(s) was/were adopted by the incorporators
without shareholder action and shareholder action was not
required.
Signed this 22nd day of November, 1999
Signature: /s/ Jamee Freeman
-----------------
(By the Chairman or Vice Chairman of the Board of Directors,
President or other officer if adopted bythe shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
JAMEE FREEMAN
---------------------
Typed or printed name
Director, President
-------------------
Title
EXHIBIT 23
Berenfeld, Spritzer, Shecter & Sheer
7700 S.W. 88th Street
Miami, Florida
Board of Directors
i-Incubator.com, Inc.
We consent to the use of our audit report dated March 20, 2000 of the financial
statements of i-Incubator.com, Inc. (the "Company") as of December 31, 1999 and
1998 and for each year then ended included therein in the Company's Form 10-KSB
for the year ended December 31, 1999.
/s/ Berenfeld, Spritzer, Shecter & Sheer
- ----------------------------------------
Berenfeld, Spritzer, Shecter & Sheer
March 30, 2000
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> DEC-31-1999
<CASH> 16,384
<SECURITIES> 2,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 59,597
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 65,242
<CURRENT-LIABILITIES> 357,039
<BONDS> 0
0
0
<COMMON> 87,300
<OTHER-SE> (491,402)
<TOTAL-LIABILITY-AND-EQUITY> 65,242
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (499,294)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,250)
<INCOME-PRETAX> (501,544)
<INCOME-TAX> 0
<INCOME-CONTINUING> (501,544)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (501,544)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
