UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 11, 2000
BIOINCUBATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3656615
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
22 Old Stein
Brighton, East Sussex, United Kingdom BN1 1EL
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (44) (O)1273 648323
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FORWARD LOOKING STATEMENTS
Except for the Historical Information Contained Herein, Certain
Matters Discussed in this Report May Be Considered
"Forward-looking Statements" Within The Meaning of The Securities
Act of 1933 And The Securities Exchange Act of 1934, as Amended
by The Private Securities Litigation Reform Act of 1995. Those
Statements Include Statements Regarding The Intent, Belief or
Current Expectations of The Company and Members of its Management
as Well as the Assumptions on Which Such Statements Are Based.
Prospective Investors Are Cautioned That Any Such Forward-looking
Statements Are Not Guarantees of Future Performance and Involve
Risks and Uncertainties, and That Actual Results May Differ
Materially from Those Contemplated by Such Forward-looking
Statements. Important Factors Currently Known to Management That
Could Cause Actual Results to Differ Materially from Those in
Forward-looking Statements Include "The Company's Operating
Results Could Fluctuate, Causing Its Stock Price to Fall", "If
the Company Cannot Integrate Acquired Companies in its Business,
its Profitability May Be Adversely Effected", and "The Company
May Not Be Able to Compete Successfully Against Other Companies."
These and Additional Important Factors to Be Considered Are Set
Forth in the Safe Harbor Compliance Statement for Forward-looking
Statements the Company Undertakes No Obligation to Update or
Revise Forward-looking Statements to Reflect Changed Assumptions,
the Occurrence of Unanticipated Events or Changes to Future
Operating Results.
Item 2. Acquisition or Disposition of Assets
Bioincubation, Inc., on December 11, 2000 acquired all the
outstanding shares of common stock of Netmedia Developments
Ltd.,(hereinafter "Netmedia") a company incorporated under the
laws of the United Kingdom, whereunder the Company is to acquire
all of the outstanding shares of common stock of Netmedia.
Additionally, Bioincubation effectuated a 3 for 1 reverse split
of its outstanding shares of common stock prior to the
acquisition of Netmedia. Bioincubation issued 13,000,000 post
reverse split shares of the Company in exchange for the
outstanding shares of common stock of Netmedia. The transaction
has been approved by shareholders of both Bioincubation and
Netmedia.
As a result of the acquisition of Netmedia, control of
Bioincubation has now passed to the shareholders of Netmedia.
Pursuant to the terms of the Acquisition Agreement, Bioincubation
has changed its name to Nemco, Inc.
ABOUT NEMCO, INC.
Subsequent to the acquisition of Netmedia by Bioincubation, the
Company has changed its name to Nemco, Inc.
Nemco Inc is a holding company that develops synergistic Internet
and IT Properties. The President and CEO is John Bentley. John
Bentley is the inventor of "the Internet on Television", an
internet portal concept on television, and was the
founder/Chairman of Viewcall Group, the first company to provide
world wide web ("www") access on television at COMDEX in Las
Vegas in 1995. Mr. Bentley is also the initiator of point to
multipoint global fax by satellite communications. His other
ventures include being the founder of Europe's first and largest
video rental distribution chain later sold to Blockbuster Video.
Mr. Bentley is the former CEO of the largest global outdoor
advertising corporation, Mills & Allen, and is the former CEO of
the UK's largest movie corporation, British Lion. Mr. Bentley is
also a former fund manager and merger and acquisitions specialist
who was instrumental in the rise and success of Slater Walker
Merchant Bank in the 1970's and has been a prominent investor in
information / entertainment service application technologies.
Nemco intends to systematically invest in Internet and IT
properties that enhance and rationalise its portfolio. It will
seek to acquire similar companies and reduce operating their
costs to guide them towards profitability. Nemco's management
intends to utilise its experience in investing and acquiring
internet related companies and assets which Nemco believes is
currently available at low valuations in the current market.
Nemco's current holdings include a 100% stake in Kids Events
Limited, which operates kidsevents.com, a community web site
constituting the largest directory and guide to children's
events, attractions, and venues in the United Kingdom.
Kidsevents.com is the official events and review site for CITV
(Children's ITV) the largest TV channel for children in the
United Kingdom. Nemco also owns a 45.5% holding in Holdsafe.com,
a unique business to business escrow service which facilitates
international payment arrangements to be made directly between
individuals, and is designed to replace letters of credit and
other means of transacting business between small companies.
Nemco also carries out consulting for other web companies on the
development of their web strategies.
Nemco will develop its existing base by grouping complementary
companies through acquisitions, and rationalising operational and
marketing costs through the use of a single brand name and
central operations thereby creating economies of scale and
reducing costs across the board.
Item 5. Other Events
Subsequent to the closing of the Acquisition Agreement between
Bioincubation and Netmedia Developments Ltd., the Company has
decided to change its name to Nemco, Inc.
Item 7. Financial Statements and Exhibits
At this time, Nemco is unable to provide the required financial
statements for Netmedia Developments, Inc. The Company however
expects to file such financial statements as an amendment
to this Form as soon as practicable, but not later than sixty
(60) days after the report on this Form is to be filed.
A copy of the Acquisition Agreement between Bioincubaiton
and Netmedia Developments, is attached hereto as an exhibit.
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SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: December 11, 2000
Nemco, Inc. f/k/a Bioincubation, Inc.
(Registrant)
/s/ John Bentley
President
