FORM 4
OMB Approval
OMB Number 3235-0362
Expires: February 1, 1994
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
__ Check if no longer subject to Section 16, Form 4 or Form 5, Obligation may
continue. (See Instructions)
1. Name and Address of Reporting Person: Perlstein, Sharone
Incubate This! Inc.
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
2. Issuer Name and Ticker or Trading Symbol: Incubate This! Inc.
ICBT
3. IRS or SSN of Reporting Person (Voluntary):
4. Statement for Month/Year 04/19/2000
5. If Amendment, Date of Original:
6. Relation of Reporting Person to Issuer X Director
X 10% owner
X Officer (Title):
_ Other (Specify)
X Filed by One Reporting Person.
_ Filed by more than One Reporting Person.
TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. Title of Security: Common Stock C.S. Warrants
2. Transaction Date:
3. Transaction Code
4. Securities Acquired (A) or
Disposed (D): Amount:
A or D:
Price:
5. Amount of Securities 4,000,000
Beneficially owned at end
of Month:
6. Ownership Form: D
Direct (D) or Indirect (I):
7. Nature of Indirect
Beneficial Ownership:
*If the form is filed by more than one Reporting Person, see instruction 5(b)(v)
Reminder: Report on a separate Line for each class of securities beneficially
owned directly or indirectly.
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FORM 4 (continued)
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. Title of Derivative Security: Convertible Note
2. Conversion or Exercise Price of Derivative Security: $4.00 per share
3. Transaction Date (M/D/Y): 04/19/2000
4. Transaction Code:
V:
5. Number of Derivative Securities Acquired (A) or Disposed of (D): A (1) Note
6. Date Exercisable: 06/2000
Expiration Date:
7. Title of Underlying Securities: Common Stock
Amount or number of Shares: 131,250
8. Price of Derivative Security: $525,000
9. Number of Derivative Securities Beneficially Owned at end of Month: N/A
10. Ownership of Derivative Securities; D
(D) Direct or (I) Indirect:
11. Nature of Indirect Beneficial Ownership:
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EXPLANATION OF RESPONSES:
Table I, Item 4: Mr. Perlstein loaned $525,000 to the Company in exchange for a
note convertible into Common Stock at $4.00 per share.
/s/ Sharone Perlstein Date: Nov. 30, 2000
------------------------------------------------
Sharone Perlstein
**Signature of Reporting Person
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See Sections 18 U.S.C. 1001, 15 U.S.C. 78ff(a).
