U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: September 30, 2000
Commission file no.: 000-22151
Incubate This! Inc.
------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Colorado 93-0969365
-------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480 33480
------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 832-5696
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
------------------------------ -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
--------------------------------------------------------
(Title of class)
Copies to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
(561) 832-5696
<PAGE>
Indicate by Check whether the issuer (1) 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
--- --
State the number of shares outstanding of each of the issuer's classes
of common equity as of November 17, 2000 is 6,616,102.
Transitional Small Business Disclosure Format (check one); X
---- ----
<PAGE>
PART I - FINANCIAL INFORMATION
INCUBATE THIS! INC.
Form 10-QSB Quarterly Report
For the Period Ended September 30, 2000
Page
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Balance Sheet at September 30, 2000 F-1
and December 31, 1999
Unaudited Statements of Operations for the Nine and Three
Months Ended September 30, 2000, and From
Inception (December 8, 1981) through September 30, 2000 F-3
Unaudited Statements of Cash Flows for the Nine Months Ended
September 30, 2000 and 1999, and From
Inception (December 8, 1981) to September 30, 2000 F-4
Statement of Stockholders' Equity (Deficit) F-5
Footnotes to the financial statements F-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of matters to a Vote of Security Holders
Item 5. Other Information
Signatures
<PAGE>
<TABLE>
<CAPTION>
INCUBATE THIS! INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
(AUDITED) (AUDITED)
September 30, 2000 December 31, 1999
-------------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash in checking $ 2,657,631 $ 712
Accrued interest 0 180
Demand note - Esteem Solutions, Inc. 0 85,000
-------------------- -----------------
TOTAL CURRENT ASSETS 2,657,631 85,892
-------------------- -----------------
OTHER ASSETS
Investment - OrganiTech Ltd. 1,000,000 0
Investment - Europe Investor
Direct.com, Limited 0 0
Investment - LP Records, Inc. 0 0
-------------------- -----------------
TOTAL OTHER ASSETS 1,000,000 0
-------------------- -----------------
TOTAL ASSETS $ 3,657,631 $ 85,892
==================== =================
</TABLE>
F-1
<PAGE>
<TABLE>
<CAPTION>
INCUBATE THIS! INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
(AUDITED) (AUDITED)
September 30, 2000 December 31, 1999
-------------------- -----------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 109,351 $ 1,350
Accrued interest 0 25,433
Demand note - Giuseppe Coniglione 0 112,000
Demand note - Jagerton Research Ltd. 0 127,300
-------------------- -----------------
TOTAL CURRENT LIABILITIES 109,351 266,083
-------------------- -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.10 par value,
100,000,000 shares authorized
none issued 0 0
Common Stock Class A no par value,
800,000,000 shares authorized,
5,241,602 and 11,527 issued
and outstanding, respectively 4,784,13 243,834
Stock subscription receivable (12,000) 0
Deficit accumulated during
development stage (1,223,854) (424,025)
-------------------- -----------------
TOTAL STOCKHOLDERS' DEFICIT 3,548,280 (180,191)
-------------------- -----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 3,657,631 $ 85,892
==================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
INCUBATE THIS! INC.
(A Development Stage Company)
STATEMENTS OF OPERATION
Nine Months Ended Three Months Ended For the Period
September 30, September 30, December 8, 1981
(Inception) to
2000 1999 2000 1999 Sep. 30, 2000
---- ------ ---------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
REVENUES $ 0 $ 0 $ 0 $ 0 $ 0
--------- --------- ---------- ---------- -----------
OPERATING EXPENSES
Consulting Fees 358,053 0 205,679 0 405,053
Depreciation Expense 0 0 0 0 1,443
File & transfer fees 0 0 0 0 14,901
Legal, accounting
and professional 88,546 5,805 24,872 150 207,025
Management services 0 0 0 0 133,000
Office and printing 4,860 339 4,181 0 9,878
Public relations 0 0 0 0 14,414
Taxes, Franchise 0 0 0 0 905
Travel expense 31,123 0 11,617 0 31,657
Other expense 0 0 0 0 35,168
--------- --------- ---------- ---------- -----------
TOTAL OPERATING
EXPENSES 482,582 6,144 246,349 150 853,444
--------- --------- ---------- ---------- -----------
NET (LOSS) BEFORE
OTHER INCOME
AND (EXPENSE) (482,582) (6,144) (246,349) (150) (853,444)
--------- --------- ---------- ---------- -----------
OTHER INCOME AND (EXPENSES)
Write-off of advances on
recision of merger 0 0 0 0 (119,110)
Sale of business plan and asset 0 0 0 0 74,305
Forgiveness of debt 23,715 0 0 0 37,381
Loss on investment (342,500) 0 0 0 (342,500)
Interest income (expense) 1,538 (12,881) 0 (4,294) (20,486)
--------- --------- ---------- ---------- -----------
TOTAL OTHER INCOME
AND (EXPENSES) (317,247) (12,881) 0 (4,294) (370,410)
--------- --------- ---------- ---------- -----------
NET INCOME
OR (LOSS) $(799,829) $(19,025) $ (246,349) $ (4,444) $(1,223,854)
========= ========= ========== ========== ===========
NET (LOSS) PER
COMMON SHARE (.17) (.02)
----- -----
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES 4,461,493 1,153,027
--------- ---------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
INCUBATE THIS! INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended For the Period
December 8, 1981
Sep. 30, 2000 Sep. 30, 1999 (Inception) to
(Unaudited) (Unaudited) Sep. 30, 2000
------------- ------------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (loss) $ (799,829) $ (19,025) $ (1,223,854)
Adjustments to reconcile net (loss) to
net cash used by operating activities:
Amortization 0 0 750
Depreciation 0 0 1,443
Stock issued for services 20,000 0 312,225
Loss on investment 342,500 0 342,500
Change in operating assets and liabilities:
(Increase) decrease in:
Current assets 180 0 0
Increase (decrease) in:
Current liabilities 82,568 24,475 109,351
------------- ------------- ----------------
NET CASH FLOWS FROM
OPERATING ACTIVITIES (354,581) 5,450 (457,585)
------------- ------------- ----------------
CASH PROVIDED (USED) IN
INVESTING ACTIVITIES
Purchases fixed assets 0 0 (1,443)
Purchase of Investments (1,257,500) 0 (1,257,500)
Demand note receivable 0 0 (85,000)
Organization costs 0 0 (750)
------------- ------------- ----------------
NET CASH PROVIDED (USED)
IN INVESTING ACTIVITIES (1,257,500) 0 (1,344,693)
------------- ------------- ----------------
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from
note payable 525,000 0 525,000
Proceeds form issuance of
common stock 3,744,000 0 3,996,344
Proceeds from issuance of
class B common stock 0 0 10,000
Deferred offering costs 0 0 (71,435)
------------- ------------- ----------------
NET CASH FLOWS FROM
FINANCING ACTIVITIES 4,269,000 0 4,459,909
------------- ------------- ----------------
NET INCREASE (DECREASE)
IN CASH 2,653,709 5,450 2,657,631
CASH, BEGINNING OF PERIOD 712 0 0
------------- ------------- ----------------
CASH, END OF PERIOD $ 2,657,631 $ 5,450 $ 2,657,631
============= ============= ================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
<CAPTION>
INCUBATE THIS! INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Nine Months Ended September 30, 2000 (UNAUDITED)
DEFICIT TOTAL
NUMBER ACCUMULATED STOCKHOLDERS'
OF DURING EQUITY
SHARES AMOUNT DEVELOPMENT (DEFICIT)
----------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
Balance,
January 1, 2000 11,527 $ 243,834 $ (424,025) $ (180,191)
Common stock issued
for cash 4,000,000 400,000 400,000
Common stock issued
for cash 839,000 3,356,000 3,356,000
Stock subscription
receivable (12,000)
Stock issued
for services 200,000 20,000 20,000
Stock issued to retire
note payable to officer 131,250 525,000 525,000
Stock issued to retire
note payables 59,825 239,300 239,300
Net loss for the
Nine Months Ended
September 30, 2000 (799,829) (799,829)
----------- ------------- --------------- ---------------
Balance,
September 30, 2000 5,241,602 $ 4,784,134 $ (1,223,829) $ 3,548,280
=========== ============= =============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
INCUBATE THIS! INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
-------------------------------------------------
Incubate This!, Inc. (the Company), formerly known as Petheath Systems,
Inc. and Triangle, Inc., is a development stage organization formed under the
laws of the State of Colorado on December 8, 1981. Since inception, the company
has been inactive except for recent organizational and initial financing
efforts. The Company's fiscal year end is December 31.
Accounting Method
-----------------
The Company records income and expenses on the accrual method.
Organization Costs
------------------
Costs incurred in organizing the Company were amortized over a sixty-month
period.
Deferred Offering Costs
-----------------------
The Company incurred costs in connection with its public offering. When the
offering of the Company's stock was successful in April of 1989, these costs
were charged as a reduction of the proceeds of the offering.
NOTE 2 - RELATED PARTY TRANSACTIONS
-----------------------------------
During the quarter ended June 30, 2000 the Company received funds from
the president in the amount of $525,000. The Company agreed to record a note
payable in the amount of $525,000 for such funds. During the same quarter, the
note was retired by conversion to 131,250 shares at $4.00 per share of the
Company's common stock.
Also during the quarter ended June 30, 2000 the Company retired
$239,300 in note payables, mentioned below, by the conversion of these note into
59,825 shares of stock. The interest accrued on these notes was forgiven by the
note holders.
NOTE 3 - CAPITALIZATION
-----------------------
In May of 2000, the Company issued a Private Offering memorandum under
Regulation - D 506. The offering is valid for a 180 day period. As of September
30, 2000, the Company has issued 835,000 shares for $3,340,000 in cash and stock
subscriptions.
NOTE 4 - INCENTIVE STOCK OPTION PLAN
------------------------------------
Effective May 3, 2000 the Company registered with the Securities and
Exchange Commission 1,000,000 shares of the Company's common stock, no par
value, to be sold pursuant to the Company's Consultant/Employee Stock
Compensation Plan. None were issued during the quarter dated September 30, 2000.
F-6
<PAGE>
INCUBATE THIS!, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - CONTINUED
------------------
Effective March 3, 1988, the Company adopted an incentive stock option plan
for company executives and key employees. The Company has reserved 10,000,000
common shares for issuance pursuant to the plan. The plan provides that no
option may be granted at an exercise price less than the fair market value of
the common shares of the Company on the date of grant and no option can have a
term in excess of ten years. To date, no options have been granted pursuant to
the plan.
NOTE 5 - INVESTMENTS
--------------------
On June 30, 2000, the Company determined its investments in Europe
Investor Direct.com, Limited, LP Records, Inc, were worthless and a note
receivable with accrued interest from Esteem Solutions, Inc. cannot be
recovered. The Company has therefore undertaken a non-cash write-off of these
investments.
On June 20, 2000, the Company entered into an Investment Agreement
("Agreement") with OrganiTech Ltd. ("OrganiTech"), an Israeli private company
existing under the laws of Israel, and located in Nesher, Israel. The Company
agreed to invest a total of$1,000,000 for 12,460 Series A Preferred Shares of
OrganiTech at a price per Preferred Share of $80.25USD, representing a 10%
interest on a fully diluted basis. Subsequent to June 30, 2000, the Company
completed its responsibility with regard to the Agreement. In addition,
OrganiTech is obligated to issue to the Company Preferred Shares Warrants
labeled "Warrant A", "Warrant B", "Warrant C", "Warrant D", and "Warrant E".
Warrent A remained in effect for a period of 70 days from the date of the
Agreement, Warrent B remained in effect for a period of 100 days from the date
of the Agreement, Warrant C remains in effect for a period of 130 days from the
date of the Agreement, Warrant D remains in effect for a period of 160 days from
the date of the Agreement and Warrant E remains in effect 24 months from the
date of the Agreement or the occurrence of other specified conditions. Exercise
of Warrant A, Warrant B, Warrant C and Warrant D requires the payment of an
additional $1,000,000 USD per Warrant (or a maximum of $4,000,000) for which the
Company acquires an additional 5% interest in OrganiTech for each Warrant
exercised, or a total of an additional 20% if all warrants are timely and
effectively exercised. Warrants A and B expired without exercise. In addition,
warrant E calls for a payment to OrganiTech of $5,000,000 USD and would entitle
the Company to an additional 7.07% interest in OrganiTech. In the event the
Company exercises all of the Warrants the interest of the Company in OrganiTech
at that time would equal 37.07% after an investment by the Company of a total of
$10,000,000 USD.
NOTE 6 - INVESTMENT AGREEMENT PAYABLE
---------------------
As NOTED IN FOOTNOTE 7, The Company entered into an investment
agreement whereby $1,000,000 became due and payable to OrganiTech. The Company
has paid $1,000,000 to OrganiTech pursuant to the Agreement.
NOTE 7 - CASH FLOW STATEMENT DISCLOSURE
---------------------
The Company has not paid in cash amounts for income taxes and interest.
The Company also had non- cash write-offs of the investments in Europe Investor
Direct.com, Limited, LP Records, Inc, and a note receivable with accrued
interest from Esteem Solutions, Inc. The Company also had a non-cash conversion
of note payables, as noted in footnote 2, to equity. Interest on these notes was
forgiven.
F-7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations.
Business Objective
The Company has implemented its new business plan and the current
objective of the Company is to operate as a provider of professional advisory
and managment services to its investee companies ("portfolio companies")and
provide early stage venture capital to private and publicly held companies
targeting a wide range of emerging growth opportunities. However, in the event
that a recent asset acquisition closes the Company will change its business
plan.
Sale of Shares
Between May 30, 2000, and June 30, 2000, the Company raised and
received funds totaling $2,723,000.00, and from July 1, 2000 through August 14,
2000 received an additional $569,000.00, for total funds received of
$3,292,000.00. Total subscriptions from 15 foreign investors totaled
$3,340,000.00 leaving a balance of $48,000.00 in subscribed funds due the
Company. The private placement offers 1,250,000 shares of the common stock of
the Company at $4.00 per share, is self underwritten, there were no discounts or
commissions offered or paid, and the offering was made pursuant to Section 4(2)
and Regulation D, Section 506. Proceeds are for use as working capital including
general and administrative expenses.
Asset Acquisitions
On June 20, 2000, the Company entered into an Investment Agreement
("Agreement") with OrganiTech Ltd. ("OrganiTech"), an Israeli private company
existing under the laws of Israel, and located in Nesher, Israel. The Company
invested a total of $1,000,000.00 and acquired a total of 12,460 Series A
Preferred Shares of OrganiTech at a price per Preferred Share of $80,257, which
Preferred shares represent a 10% interest in this company on a fully diluted
basis. In addition OrganiTech was obligated to issue to the Company Preferred
Shares Warrants labeled "Warrant A", "Warrant B", "Warrant C", "Warrant D", and
"Warrant E". Warrant A remained in effect for a period of 70 days from the date
of the Agreement but expired on August 29, 2000 unexercised. Warrant B remained
in effect for a period of 100 days from the date of the Agreement but expired on
September 28, 2000 unexercised. Warrant C remained in effect for a period of 130
days from the date of the Agreement but expired on October 28, 2000. Warrant D
remains in effect for a period of 160 days from the date of the Agreement
(expires November 27, 2000) and Warrant E remains in effect 24 months from the
date of the Agreement or the occurrence of other specified conditions. Exercise
of Warrant A, Warrant B, Warrant C and Warrant D required the payment of an
additional $1,000,000.00 USD per Warrant (or a maximum of $4,000,000.00) for
which the Company would have acquired an additional 5% interest in OrganiTech
for each Warrant exercised, or a total of a additional 20% if all Warrants were
timely and effectively exercised. In addition, Warrant E calls for a payment to
OrganiTech of $5,000,000.00 USD and would entitle the Company to an additional
7.07% interest in OrganiTech. In the event the Company exercised all of the
Warrants the interest of the Company in OrganiTech at that time would equal
37.07% after an investment by the Company of a total of $10,000,000.00 USD.
On October 18, 2000, OrganiTech and the Company entered into a Stock
Exchange Agreement providing that OrganiTech shareholders would exchange 100% of
their issued and outstanding shares in exchange for no less than 62.5% of the
Company's issued and outstanding shares. If closed, the transaction will effect
a change of control to OrganiTech shareholders and effectively terminate the
June 20, 2000 Investment Agreement. Closing of the transaction is subject to due
diligence and other requirements on the part of both parties including approval
by the Company's shareholders. Closing is not currently scheduled.
<PAGE>
OrganiTech is an Israeli start-up company, that is entering the last
stage of development of a self-contained, automatic growing machine. This
machine can automatically seed, transplant and harvest commercial quantities of
fresh, clean, insecticide-free and pesticide-free, hydroponic produce on a daily
basis. These stackable machine units permit the creation of a hydroponic farm of
any size that grows ready-to-eat produce on a very small area in any part of the
world without depending on weather or climate conditions. The mission of
OrganiTech is to revolutionize the manner in which vegetables are planted, grown
or harvested, by developing an effective system that produces high quality,
pesticide-free crops requiring minimal space and supervision. Currently
OrganiTech has no known direct competitors. There is no other known industrial
system commercially available that produces fresh, clean, ready-to-eat, organic
and hydroponic vegetables at a consistently reasonable cost.
Plan of Operation
The Company intends to continuing raising funds from a private offering
of its securities under Rule 506 of Regulation D in order to execute its plan of
acquisition of OrganiTech. The purchase requires $3,000,000.00 and the Company
has on hand $2,600,000.00 There is no assurance however that the registrant will
obtain additional equity funding.
During the third quarter of 2000 the Company's general and
administrative expenses were paid through funds raised by the sale of equity. In
1999, the registrant's third quarter general and administrative expenses were
funded primarily by advances from Jagerton Research Limited.
Results of Operations
For the nine months ended September 30, 2000, the Company had a net
loss of $799,829 as compared with a net loss of $19,025 for the nine months
ended September 30, 1999. The increase in this year's net loss is primarily due
to the loss on investments, consulting fees, legal and accounting expenses. The
Company did not have any operating income during the quarter ended September 30,
2000, and has not had any operating income since its inception other than from
the sale of an asset at a gain of $74,304. For the quarter ended September 30,
2000, the Company recognized a net loss of $246,349 compared to a net loss of
$4,444 for the quarter ended September 30, 1999. This increase is primarily due
to an increase in consulting fees, legal and accounting expenses. From the date
of inception, the Company has experienced a net loss of $1,223,854.
The Company experienced a cash loss from operating activities for the
nine months ended September 2000 of $354,581 as compared to a cash increase of
$5,450 for the comparative prior year period. Cash outflow for investing
activities were $1,257,500 for the nine months ended September 30, 2000 as
compared to no outflows for the prior year's period. Cash inflows from financing
activities were $4,269,000 for the nine months ended as compared to no inflows
for the prior year's period.
On June 30, 2000, the Company determined its investments in Europe
Investor Direct.com, Limited and LP Records, Inc. were worthless, and a note
receivable with accrued interest from Esteem Solutions, Inc. cannot be
recovered. The Company has therefore undertaken a non-cash write-off of these
investments.
Liquidity and Capital Resources
On September 30, 2000, the Company had cash resources in the amount of
$2,656,919.00 and will rely on such funds and additional cash to be received
from the Private Placement to fund
<PAGE>
the OrganiTech acquisition and administrative expenses. The Company intends to
raise additional funds from its private offering of securities under Rule 506 of
Regulation D in order to complete the acquisition.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. None.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information.
Mr. Sharone Perlstein acquired 4,000,000 shares of the Company's common
stock for $400,00.00 in February 2000. In addition in April 2000 Mr. Perlstein
loaned the Company $525,000.00. In June 2000, Mr. Perlstein elected to convert
the $525,000.00 note into equity and exchanged his Note for 131,250 shares of
common stock. Mr. Perlstein had borrowed the $925,000.00 in February 2000 from
three (3) companies based in Switzerland for which he executed promissory notes
bearing 8% interest due on September 1, 2000. These companies are Millenium
Asset Management Group, Coniglione Consulting Group and C&D Finanz AG. Mr.
Perlstein did not pay these Promissory Notes when due and in October 2000
entered into a Note Extension Agreement with each of the parties whereby the due
date of the promissory note was extended until September 1, 2003, in exchange
for a total of 1,400,000 shares of the common stock held by Mr. Perlstein. In
October 2000, Mr. Perlstein gave 25,000 shares of his common stock to two (2)
persons.
Millenium Asset Management Group loaned Mr. Perlstein $462,500.00 in
February 2000 for which Mr. Perlstein executed a promissory note bearing
interest at 8% due September 1, 2000. In exchange for extending the promissory
note until September 1, 2003, Millenium Asset Management Group received 700,000
of Mr. Perlstein's shares of Common Stock. In addition, on September 25, 1998
Ameristar Group, Inc. loaned the Company $127,500. In December 1998, Jagerton
Research Limited paid Ameristar Group, Inc. on this note and succeeded to the
debt. This Note was assigned to Millenium Asset Management Group. In June 2000,
Millenium Asset Management Group elected to convert the loan made to the Company
into equity and exchanged their note for 31,825 shares of Common Stock.
Coniglione Consulting Group loaned Mr. Perlstein $132,275.00 in February
2000 for which Mr. Perlstein executed a promissory note bearing interest at 8%
due September 1, 2000. In exchange for extending the promissory note until
September 1, 2003, Coniglione Consulting Group received 200,000 of Mr.
Perlstein's shares of Common Stock. In addition, in March and December 1999,
Giuseppe Coniglione, the owner of Coniglione Consulting Group loaned the Company
$12,000.00 and $100,000.00 respectively. From December 1998 to May 1999, Mr.
Coniglione was the President of the Company. In June 2000, Coniglione Consulting
Group elected to convert the loan made to the Company into equity and exchanged
its note for 28,000 shares of Common Stock. Further, in July 2000 Coniglione
Consulting Group purchased 90,000 shares of Common Stock at $4.00 per share
under the Company's Rule 506 Private Placement commenced in May 2000.
<PAGE>
C&D Finanz AG loaned Mr. Perlstein $330,225.00 in February 2000 for which
Mr. Perlstein executed a promissory note bearing interest at 8% due September 1,
2000. In exchange for extending the promissory note until September 1, 2003, C&D
Finanz AG was to receive 500,000 of Mr. Perlstein's shares of Common Stock
however C&D Finanz AG directed that 160,000 of such shares be distributed
directly to the beneficiaries for whom they acted.
Pursuant to an agreement dated May 2000, the Company engaged Mr. William
Luckman to assist in it establish an Internet incubator, to introduce the
Company to potential acquisition candidates and to assist the Company in
obtaining financing and providing general business consulting services. Further,
Mr. Luckman agreed to establish and maintain an office for the Company in
Florida. Mr. Luckman agreed to undertake the engagement at the rate of $250.00
per hour and to accept an initial retainer of 200,000 shares of the Company's
Common Stock from the Form S-8 registration filed in May 2000. Further, Mr.
Luckman agreed to take future compensation in the form of shares as well. In
October 2000, the Company issued Mr. Luckman 400,000 shares of restricted Common
Stock in exchange for compensation due at that time.
<PAGE>
Item 6. Exhibits
<TABLE>
<S> <C>
Exhibit Description
--------- ----------------------
2.1 Agreement and Plan of Share Exchange(1).
2.2 Stock Purchase Agreement(3).
3.1 Amendments to Articles of Incorporation(2).
3.2 Certificate of Name Change to Incubate This! Inc.
3.3 EID Stock Certificate Representing 1,010,000 shares to Company.
10.1 1997 Stock Award Plan(2).
10.2 Incentive Stock Option Plan(2).
10.3 Purchase Agreement dated January 21, 2000, between LP Records and Company (4).
10.4 Company Letter of Application for Shares (4).
10.5 Advisory Board Agreement between Incubate This! Inc., and Dr. Ron Daisy (5).
10.6 Advisory Board Agreement between Incubate This! Inc., and Roni Greenbaum (5).
10.7 Director and Officer Agreement between Incubate This! Inc., and Richard I. Anslow,
Esq. (5).
10.8 Agreement for Consulting Services between Incubate This! Inc., and Darin Ruebel
(5).
10.9 Agreement between Incubate This! Inc., and William H. Luckman (5).
10.10 Retainer Agreement between Incubate This! Inc., and Donald F. Mintmire (5).
10.11 Organitech Investment Agreement
10.12 * Private Placement Memorandum for Rule 506 commenced May 2000.
10.13 * OrganiTech Ltd. Stock Exchange Agreement
27 * Financial Date Schedule
-----------------
</TABLE>
(1) Filed with the Commission on February 19, 1997 on Form 8K.
(2) Filed with the Company's Registration Statement on Form S-8 on February
21, 1997, Registration Number 333-22203.
(3) Filed with the Commission on November 2, 1999 on Form 8K.
(4) Filed with Form 10QSB for the quarter ended March 31, 2000.
(5) Filed with Form 10QSB for the quarter ended June 30,2000.
(* Filed Herewith)
<PAGE>
SIGNATURES
-----------------------
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
Incubate This ! Inc.
(Registrant)
Date: November 20, 2000 By: /s/ Sharone Perlstein
-----------------------------
Sharone Perlstein, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
November 20, 2000
By: /s/ Sharone Perlstein
----------------------- President, acting CFO,
Sharone Perlstein Treasurer, and Director
