UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               Incubate This! Inc.
             ------------------------------------------------------
                 (Name of small business issuer in its charter)

         Colorado                                       93-0969365
- -----------------------------                 -------------------------
(State or other jurisdiction                    (I.R.S. Employer or
of incorporation organization)                        Identification No.)


265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480                                     33480
----------------------------------------        -------------------------
(Address of principal place of business)               (zip code)


                               Incubate This! Inc.
              YEAR 2000 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
             ------------------------------------------------------
                            (Full title of the plan)


                               Incubate This! Inc.
                          Sharone Perlstein, President
                          265 Sunrise Avenue, Suite 204
                              Palm Beach, FL 33480
                                 (561) 832-5696
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)


Copies to:

                        Mintmire & Associates
                        265 Sunrise Avenue, Suite 204
                        Palm Beach, FL 33480
                        (561) 832-5696




<PAGE>



CALCULATION OF REGISTRATION FEE

TITLE OF         PROPOSED    PROPOSED     MAXIMUM      AMOUNT OF
SECURITIES       AMOUNT      MAXIMUM      AGGREGATE    REGISTRATION
TO BE            TO BE       OFFERING     OFFERING     FEE (1)
REGISTERED       REGISTERED  PRICE        PRICE
                             PER SHARE    PER SHARE
---------------  ----------  ----------   -----------  ------------
Common Stock      1,000,000   $ 0.02        $20,000    $5.00
$.001 par value

(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
     calculating the  Registration  Fee, which is based on the book value of the
     Company's  Common Stock on May 3, 2000 since there is no current  market in
     their stock.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
     Incubate  This!  Inc.  Employee/Consultant  Stock  Compensation  Plan  (the
     "Plan").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The  following  documents  which  have been  heretofore  filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

(1)  The Registrant's Initial Report on Form l0KSB filed on April 13, 2000; and

(2)  All other reports filed by the Registrant  with the Commission  pursuant to
     Section  13(a) or Section  15(d) of the Exchange Act prior to and since the
     end of the period covered by the Form 10SB referred to above; and

(3)  The description of the Common Stock of the Registrant contained in the Form
     10KSB referred to above.

         All documents filed by the Registrant  with the Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.




<PAGE>



Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         The Articles of  Incorporation of the Company provided that no director
shall be liable to the Corporation or any  shareholder for monetary  damages for
breach of  fiduciary  duty as a  director,  except  for any matter in respect of
which such  director  (a) shall be liable under  C.R.S.  Section  7-5-114 or any
amendment thereto or successor  provision  thereto;  (b) shall have breached the
director's  duty of loyalty to the  Corporation or its  shareholders;  (c) shall
have not acted in good faith or, in failing to act, shall not have acted in good
faith; (d) shall have acted or failed to act in a manner  involving  intentional
misconduct or a knowing  violation of law; or (e) shall have derived an improper
personal  benefit.   Neither  the  amendment  nor  repeal  of  this  Article  of
Incorporation  inconsistent  with this  Article,  shall  eliminate or reduce the
effect  of this  Article  in  respect  of any  matter  occurring  prior  to such
amendment,  repeal or adoption of an inconsistent provision.  This Article shall
apply to the full extent now permitted by Colorado law or as may be permitted in
the  future  by  changed  or  enactments  on  Colorado  law,  including  without
limitation C.R.S. Section 7-2-102 and/or C.R.S. Section 7-3-101.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

5.1    *   Opinion of Mintmire & Associates

10.35  *   Incubate This! Inc. Year 2000 Employee/Consultant Stock Compensation
           Plan

23.1   *   Consent of Varma & Associates, CPAs

23.2       Consent of Mintmire & Associates (contained in the opinion filed as
           Exhibit 5.1 hereof)
------------------------
(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

(1)  to file, during any period in which it offers or sells  securities,  a post
     effective   amendment  to  this  registration   statement  to  include  any
     prospectus required by Section 10(a) (3) of the Securities Act;


<PAGE>





(2)  that, for the purpose of determining any liability under the Securities Act
     of 1933,  to treat  each  post-effective  amendment  as a new  registration
     statement of the securities offered,  and the offering of the securities at
     that time to be the initial bona fide offering;

(3)  to remove from  registration by means of a post-effective  amendment any of
     the securities that remain unsold at the end of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf on May 3, 2000.

                                Incubate This! Inc.

                                By: /s/ Sharone Perlstein
                                ---------------------------------
                                  Sharone Perlstein
                                  President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                        Title                             Date
-------------                    -----------                       --------

/s/ Sharone Perlstein            Sole Officer and Director         May 3, 2000
---------------------------      and Chief Executive Officer
Sharone Perlstein
[{"type": "S-8", "sequence": "1", "description": "1933 REGISTRATION STATEMENT", "secsgml_size_bytes": 8951}]
{"company-data": {"conformed-name": "INCUBATETHIS INC", "cik": "0000832810", "assigned-sic": "6770", "irs-number": "930969365", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36288", "film-number": "619428"}, "business-address": {"street1": "4400 ROUTHE 9 SOUTH", "street2": "2ND FL", "city": "FREEHOLD", "state": "NJ", "zip": "07728"}, "mail-address": {"street1": "4400 ROUTE 9 SOUTH", "street2": "2ND FL", "city": "FREEHOLD", "state": "NJ", "zip": "07728"}, "former-company": [{"former-conformed-name": "PETHEALTH SYSTEMS INC", "date-changed": "19970218"}, {"former-conformed-name": "TRIANGLE INC", "date-changed": "19930701"}]}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               Incubate This! Inc.
             ------------------------------------------------------
                 (Name of small business issuer in its charter)

         Colorado                                       93-0969365
- -----------------------------                 -------------------------
(State or other jurisdiction                    (I.R.S. Employer or
of incorporation organization)                        Identification No.)

265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480                                     33480
----------------------------------------        -------------------------
(Address of principal place of business)               (zip code)

                               Incubate This! Inc.
              YEAR 2000 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                               Incubate This! Inc.
                          Sharone Perlstein, President
                          265 Sunrise Avenue, Suite 204
                              Palm Beach, FL 33480
                                 (561) 832-5696
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

Copies to:

                        Mintmire & Associates
                        265 Sunrise Avenue, Suite 204
                        Palm Beach, FL 33480
                        (561) 832-5696
CALCULATION OF REGISTRATION FEE

TITLE OF         PROPOSED    PROPOSED     MAXIMUM      AMOUNT OF
SECURITIES       AMOUNT      MAXIMUM      AGGREGATE    REGISTRATION
TO BE            TO BE       OFFERING     OFFERING     FEE (1)
REGISTERED       REGISTERED  PRICE        PRICE
                             PER SHARE    PER SHARE
---------------  ----------  ----------   -----------  ------------
Common Stock      1,000,000   $ 0.02        $20,000    $5.00
$.001 par value

(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
     calculating the  Registration  Fee, which is based on the book value of the
     Company's  Common Stock on May 3, 2000 since there is no current  market in
     their stock.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
     Incubate  This!  Inc.  Employee/Consultant  Stock  Compensation  Plan  (the
     "Plan").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The  following  documents  which  have been  heretofore  filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

(1)  The Registrant's Initial Report on Form l0KSB filed on April 13, 2000; and

(2)  All other reports filed by the Registrant  with the Commission  pursuant to
     Section  13(a) or Section  15(d) of the Exchange Act prior to and since the
     end of the period covered by the Form 10SB referred to above; and

(3)  The description of the Common Stock of the Registrant contained in the Form
     10KSB referred to above.

         All documents filed by the Registrant  with the Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         The Articles of  Incorporation of the Company provided that no director
shall be liable to the Corporation or any  shareholder for monetary  damages for
breach of  fiduciary  duty as a  director,  except  for any matter in respect of
which such  director  (a) shall be liable under  C.R.S.  Section  7-5-114 or any
amendment thereto or successor  provision  thereto;  (b) shall have breached the
director's  duty of loyalty to the  Corporation or its  shareholders;  (c) shall
have not acted in good faith or, in failing to act, shall not have acted in good
faith; (d) shall have acted or failed to act in a manner  involving  intentional
misconduct or a knowing  violation of law; or (e) shall have derived an improper
personal  benefit.   Neither  the  amendment  nor  repeal  of  this  Article  of
Incorporation  inconsistent  with this  Article,  shall  eliminate or reduce the
effect  of this  Article  in  respect  of any  matter  occurring  prior  to such
amendment,  repeal or adoption of an inconsistent provision.  This Article shall
apply to the full extent now permitted by Colorado law or as may be permitted in
the  future  by  changed  or  enactments  on  Colorado  law,  including  without
limitation C.R.S. Section 7-2-102 and/or C.R.S. Section 7-3-101.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

5.1    *   Opinion of Mintmire & Associates

10.35  *   Incubate This! Inc. Year 2000 Employee/Consultant Stock Compensation
           Plan

23.1   *   Consent of Varma & Associates, CPAs

23.2       Consent of Mintmire & Associates (contained in the opinion filed as
           Exhibit 5.1 hereof)
------------------------
(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

(1)  to file, during any period in which it offers or sells  securities,  a post
     effective   amendment  to  this  registration   statement  to  include  any
     prospectus required by Section 10(a) (3) of the Securities Act;
(2)  that, for the purpose of determining any liability under the Securities Act
     of 1933,  to treat  each  post-effective  amendment  as a new  registration
     statement of the securities offered,  and the offering of the securities at
     that time to be the initial bona fide offering;

(3)  to remove from  registration by means of a post-effective  amendment any of
     the securities that remain unsold at the end of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf on May 3, 2000.

                                Incubate This! Inc.

                                By: /s/ Sharone Perlstein
                                ---------------------------------
                                  Sharone Perlstein
                                  President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                        Title                             Date
-------------                    -----------                       --------

/s/ Sharone Perlstein            Sole Officer and Director         May 3, 2000
---------------------------      and Chief Executive Officer
Sharone Perlstein