U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

|X|      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934

         For the fiscal year ended December 31, 2000.

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

For the transition period from ____________ to ____________

                        Commission file number 000-31939

                              WEALTHHOUND.COM, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

                       Delaware                                   65-0597300
                       --------                               --------------
            (State or Other Jurisdiction of                  (I.R.S. Employer
            Incorporation or Organization)                  Identification No.)

      225 Broadway, Suite 910, New York, New York                   10007
      -------------------------------------------               ----------
       (Address of Principal Executive Offices)                 (Zip Code)

                                 (212) 267-7770
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 per share
                          -----------------------------
                                (Title of Class)

         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
             -------     ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure 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. __

         The issuer's revenues for its most recent fiscal year:  $208,000.

         The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of April 11, 2001, was $2,252,630 computed by reference to
the price at which such stock was sold, as reported on NASDAQ on that date.

         Aggregate number of shares of Common Stock  outstanding as of April 11,
2001: 76,275,833.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None.

<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve risks and
uncertainties that address:

         -        Business strategies;

         -        WealthHound.com's financial condition and results of
                  operations;

         -        Forecasts;

         -        Trends, including growth, in the information technology
                  market; and

         -        New products.

Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"intends," "plans," "should," "seeks," "pro forma," "anticipates," "estimates,"
"continues," or other variations thereof (including their use in the negative),
or by discussions of strategies, opportunities, plans or intentions. These
statements include but are not limited to statements under the captions "Risk
Factors," "Management's Discussion and Analysis or Plan of Operation,"
"Description of Business," as well as captions elsewhere in this document. A
number of factors could cause results to differ materially from those
anticipated by such forward-looking statements, including those discussed under
"Risk Factors" and "Description of Business."

In addition, forward-looking statements necessarily depend upon assumptions and
estimates that may prove to be incorrect. Although we believe that the
assumptions and estimates reflected in the forward-looking statements are
reasonable, we cannot guarantee that our plans, intentions or expectations will
be achieved. The information contained in this report, including the section
discussing risk factors, identifies important factors that could cause these
differences.

                                      -2-

<PAGE>

                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS

         WealthHound.com, Inc. provides web site development services through a
wholly owned subsidiary eNvitro.com, Inc., and web site and e-mail hosting
services through a wholly owned subsidiary OSRS Communications, Inc. To date,
all of the customers of these two operating subsidiaries have been entities
controlled by or affiliated with Michael D. Farkas, our chairman and CEO.

         During the fourth quarter of 2000 and first quarter of 2001, our
operations have been funded substantially by entities controlled by or
affiliated with Michael D. Farkas, our chairman and CEO. During this time, these
entities have provided us with loans in the aggregate amount of $115,500 through
certain business transactions, and the assumption of certain liabilities. In
addition, two other unrelated entities provided certain funds to us in
connection with an assignment and release of lease. Our existing cash resources
will be sufficient to permit us to operate only through June 2001. If we do not
obtain additional financing after June 2001, assuming no significant additional
revenue is generated from the web design and web hosting business, we will not
be able to maintain business operations. We currently have no agreement for
additional financing with Michael D. Farkas, any of the entities controlled by
or affiliated with Mr. Farkas, or any other person or entity. The description of
business contained in this Item 1 assumes that we will be successful in
obtaining adequate financing.

                             OUR GENERAL DEVELOPMENT

         We were incorporated on July 26, 1995 in Florida under the name
TradeLink, Inc. with the initial purpose of becoming a voice-based international
marketing company that delivered automated voice response systems to Latin
American customers of U.S. corporations. We later changed our name to Bridgeport
Communications, Inc. to reflect a change in our business to wholesaling long
distance and dial tone services, retailing wireless equipment and providing
automated voice response system services to the United States expo trade show
industry. These businesses were not successful and we discontinued them in 1998.

         On July 9, 1999, we acquired all the outstanding shares of WealthHound,
Inc., which was then attempting to develop a business providing online search
engine services for financial related information. As the consideration for the
outstanding shares of WealthHound, Inc. we issued to the stockholders of
WealthHound, Inc., including Rebecca Farkas (who became Michael D. Farkas' wife
in June 2000), and First Security Investments, an aggregate of 60,000,000 shares
of our common stock. After this acquisition, we changed our name to
WealthHound.com, Inc. At the time of the transaction, Michael D. Farkas, our
current chairman and CEO, held approximately 20% of our outstanding common
stock. No fairness opinion was obtained in connection with this acquisition.

         After our acquisition of WealthHound, Inc., we intended to provide
various financial services to individuals in the U.S., including on-line and
telephone discount brokerage, personalized investment tools, financial news,
stock quotes, third party investment research and links to other providers of
financial services. In furtherance of this plan, we entered into a two year
contract with Inlumen Inc. (formally known as NEWSALERT) to provide various
financial related information and tools located on our web site at
www.wealthhound.com. Also in furtherance of this plan, on August 29, 2000 we
agreed to acquire WAP, Inc., a registered broker-dealer and member of SIPC. WAP,
Inc., which is registered to provide broker-dealer services in 41 states (plus
Washington, D.C. and Puerto Rico), has never engaged in any business activity
and has no assets or liabilities other than the assets required to maintain
certain net capital requirements. We obtained regulatory approval for the
acquisition of WAP, Inc. on February 22, 2001, and the acquisition was completed
on March 13, 2001.

                                      -3-
<PAGE>

         Because of the limited financial resources available to us and the
negative conditions existing in the online brokerage industry, our board of
directors determined that attempting to build an online brokerage company from
inception without an existing customer base and to continue to provide access to
free research and news would not be in the best interest of our stockholders.
After exploring several options, the board of directors decided that the best
solution was to sell the broker-dealer to The Atlas Group of Companies, LLC
("Atlas"), a company owned by our chairman and CEO, Michael D. Farkas. On March
30, 2001, WealthHound.com entered into a stock purchase agreement with Atlas for
the sale of the broker-dealer. The purchase price for the sale is $109,000,
which is to be paid in cash, in cancellation of short term debt WealthHound.com
owed to Atlas, and in assumption of liabilities of WealthHound.com. Although the
sale of the broker-dealer is subject to NASD approval, the entire purchase price
has been paid and is subject to refund in the event the sale is not approved. In
addition, Atlas has assumed the obligation to capitalize WAP, Inc. and to cover
all of its expenses pending the approval of the sale by the NASD. If the
transaction is not approved by the NASD, then WealthHound.com will be obligated
to reimburse Atlas for any and all funds deposited by Atlas directly into WAP,
Inc. from March 30, 2001 until notification of the NASD decision not to approve
the transaction. The board believes that the purchase price is significantly
greater than the current market value of a non-operational broker dealer which
was estimated by a non-affiliated broker-dealer of broker-dealers to be
approximately $60,000. Also, in connection with the sale of the broker dealer,
our agreement with Inlumen for research, news and quotes has been terminated.
Should WealthHound.com have the opportunity in the future to acquire an
operational broker-dealer with an existing customer base on favorable terms, we
will evaluate our options at that time.

                             OUR CURRENT OPERATIONS

         Web Site Design. In July 2000, our eNvitro.com, Inc. subsidiary began
its web site design and development business. To date, all of the customers of
this business have been entities controlled by or affiliated with Michael D.
Farkas. eNvitro is a development stage company providing web design services
intended to help companies increase sales, improve communications and create and
enhance business identities over the Internet. eNvitro provides an integrated
service offering consisting of web site design, information architectures and
user-interfaces, and customization of software necessary to implement its web
site designs. eNvitro primarily uses Internet-based technologies to create
digital communications designs for the World Wide web.

         The increasing acceptance of the Internet has created numerous
opportunities for companies that seek to grow and are challenged by highly
competitive and rapidly changing markets, geographically dispersed operations
and demands for increased efficiencies. We believe that an increasing number of
companies wish to use the Internet to uniquely meet their customer's demands for
customized, real-time information, products and services, but cannot afford the
large fees demanded by our larger competitors.

         We believe that the web site design and development market as it
relates to Fortune 1000 companies is dominated by a few large companies such as
Razorfish and Agency.com, who have already achieved significant market share. We
believe that the lower end of the market - companies whose web site design
budgets are in the $10,000 to $50,000 range - has been ignored because of low
profit margins. Initially, we intend to attempt to provide services to this
low-end segment of the market. By outsourcing much of the design and development
to third party developers who work offshore, eNvitro believes it can keep costs
low enough to increase its profit margins on these small web design projects.
Although eNvitro has identified several of these third party developers in
several locations throughout the world, it has not entered into any agreements
at this time.

         We intend to build an in-house sales force for eNvitro to obtain
business from independent third parties. Because our current customer base
consists only of related parties, we have not hired any direct business
development professionals or sales force at this time.

         Webhosting Services. In July 2000, our subsidiary OSRS Communications
began operations as an offsite, remote server to host web sites and e-mail
accounts for related parties. OSRS's services

                                      -4-
<PAGE>

include providing the computer hardware, software, network technology, and
systems management necessary to offer our customers comprehensive, outsourced
web site hosting services.

         OSRS currently owns and manages one web server and one mail server.
OSRS's web server runs NT 4.0 and IIS software, and its mail server, runs NT 4.0
and the webEdge software. Our servers are housed in a state-of-the-art data
center owned by a third-party. In the future, we hope to expand and provide web
and e-mail hosting services to non-related parties enabling them to more
efficiently deliver their application services to their customers over the
Internet.

         If we are able to obtain sufficient additional financing, we will
attempt to increase the business of OSRS through the acquisition of existing web
hosting companies.

                               SALES AND MARKETING

         We anticipate that substantially all of our revenue in 2001 will be
generated by our web design and web hosting services. Both of these businesses
are in the developmental stage and currently have limited revenues only from
customers controlled by or affiliated with Michael D. Farkas. In general, our
pricing for web design services is based on charges for time, materials and
expenses incurred on a particular project. Our pricing for web hosting is based
on a flat monthly fee, ranging from $25 to $100 per month. We believe our
agreements with these related parties are on terms no less favorable than those
offered in the market. Our agreements with each of the related parties are oral
and are not for a specific period of time. Thus, they can be canceled at any
time, with or without notice. Through the third quarter of 2001, we expect most
of our revenues to be from related party entities.

         Our marketing strategy will be based on an integrated marketing model,
which employs a mix of communications media. The goal of these marketing efforts
will be to build brand awareness, cross-market our services between eNvitro and
OSRS, identify key target markets and developing innovative programs to
communicate our products and services to the marketplace.

         Another objective, assuming we obtain sufficient additional financing,
will be to stimulate the demand for eNvitro's web design services through a
broad range of marketing communications and public relations activities,
including advertising, presence at trade shows, direct response programs, event
sponsorship and formation of alliances with system integrations and consulting
companies. We have not to date advertised in either national or local print
publications, on television or radio or on billboards.

                           BUSINESS EXPANSION STRATEGY

         If we are able to obtain sufficient financing on favorable terms we
will consider acquisitions and strategic relationships to increase our access to
customers, to build brand name recognition and to expand the products and
services we provide to our customers. Specific relationship partners could
include Internet access and service providers, Internet content providers and
electronic commerce companies. These alliances would be intended to increase our
core user base, transaction volume and operational efficiency and to further
enhance our brand name recognition.

         Our ability to complete any acquisitions or establish any of these
alliances will depend on locating and acquiring financially sound companies and
raising additional financing sufficient to meet the costs of acquisitions. If we
do not acquire targeted companies, we may not be able to compete with the larger
more advanced companies in the web development marketplace. To date, we have not
engaged in any discussions or negotiations with any potential strategic
relationship partners or identified any potential acquisition targets.

                                      -5-
<PAGE>
                                   COMPETITION

         The information technology services market is intensely competitive and
rapidly evolving. We expect competition to persist and intensify in the future.

         Our competitors in the web site design services area include: Internet
service firms, such as AGENCY.COM, Icon Medialab, iXL, Modem Media, Poppe Tyson,
Organic Online, Pixelpark, Proxicom, and Razorfish; technology consulting firms,
such as Diamond Technology Partners and Metzler Group; Technology integrators,
such as Accenture, Cambridge Technology Partners, Cap Gemini, EDS, IBM, Sapient
and WM-Data; strategic consulting firms, such as Bain & Company, Booz-Allen &
Hamilton, Boston Consulting Group and McKinsey Consulting and in-house
information technology, marketing and design service departments of our
potential clients.

         Our current and potential competitors in the web hosting market include
web hosting service providers, local, regional, national and international ISPs,
local, regional, national and international telecommunications companies and
large information technology outsourcing firms. Our competitors may operate in
one or more of these areas and include companies such as AT&T, Cable & Wireless,
Concentric Network, Data Return, EDS, Exodus Communications,
Frontier/GlobalCenter, Globix, GTE, IBM, Intel, Level 3 Communications, MCI
WorldCom, Navisite, Qwest Communications International, Valueweb.net,
Communitech.net, Hosting.com, Hostamerica.com, Homepage.com, Dell Hosting and
USinternetworking. Although there is significant competition in this space, we
believe that there is enough demand to warrant another entrant. According to
Forrester Research, 44% of the firms they surveyed have outsourced the
management of their web sites.

         We believe that the principal competitive factors in the web design
market are the ability to attract and retain professionals, technical knowledge
and creative skills, brand recognition and reputation, reliability of the
delivered solution, client service and price. The principal competitive factors
in the web hosting market include quality of services and scalability of
infrastructure, network capacity, reliability, security and adaptability to new
technologies, Internet system engineering expertise, quality of customer service
and support, relationships with marketing partners and vendors, number and
geographic presence of sales and technical support personnel, variety of
services offered, price, product innovation, financial resources and brand name.

         Many of our competitors in both the web site design and web hosting
services businesses have longer operating histories, installed client bases,
longer relationships with clients, greater brand or name recognition and
significantly greater financial, technical, marketing and public relations
resources than eNvitro or OSRS. Some of our competitors also offer a wider range
of services and products than us and were first to the market. These competitors
may be able to respond more quickly to new or changing opportunities,
technologies and customer requirements than us and may be able to undertake more
extensive promotional activities, offer more attractive terms to customers and
adopt more aggressive pricing policies than us. Moreover, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties or may consolidate to enhance their services
and products. We expect that new competitors or alliances among competitors will
emerge and may acquire significant market share.

                                    EMPLOYEES

         At April 11, 2001, we employed a total of 5 persons, all of whom were
employed on a full-time basis. In addition, depending on client demand, we will
utilize manpower agencies to employ additional persons on a temporary, part-time
basis. None of our employees are represented by a labor union. We believe that
our relations with our employees are good.

                                      -6-
<PAGE>

                        SUBSTANTIAL RISK AND UNCERTAINTY

         During the fourth quarter of 2000 and first quarter of 2001, our
operations have been funded substantially by entities controlled by or
affiliated with Michael D. Farkas, our chairman and CEO. During this time, these
entities have provided us with loans in the aggregate amount of $115,500,
revenues through certain business transactions, and the assumption of certain
liabilities. In addition, two other unrelated entities provided certain funds to
us in connection with an assignment and release of lease. Our existing cash
resources will be sufficient to permit us to operate only through June 2001. If
we do not obtain additional financing after June 2001, assuming no additional
revenue is generated from the web design and web hosting business, we will be
forced to curtail our business operations. We currently have no agreement for
additional financing with Michael D. Farkas, any of the entities controlled by
or affiliated with Mr. Farkas, or any other person or entity.

         In addition to our need for financing to cover our operating capital
needs, we will continue to need substantial additional funds in the future to
develop our web site design and web hosting businesses. This financing may not
be available when needed, or may be available only on unattractive terms.

         The report of our independent auditors on our financial statements for
the year ended December 31, 2000 states that there may be a substantial doubt
about our ability to continue as a going concern. This report and the existence
of these recurring losses from operations may make it more difficult for us to
raise additional debt or equity financing needed to run our business and is not
viewed favorably by analysts or investors.

         We have on file with the Securities and Exchange Commission (the "SEC")
a registration statement relating to a proposed public offering of shares of our
common stock underlying certain convertible notes issued in a private placement
in July and November 2000. We are currently negotiating with our investors to
withdraw the present registration statement. We are filing this form 10-KSB due
to the requirements arising as a result of filing a Form 10 in November 2000 to
register our common stock under section 12(g) of the Securities Exchange Act of
1934.

         The effectiveness of the registration statement is one of the
conditions for us to obtain possible additional financing under agreements we
have in connection with the July and November 2000 private placement
transactions. Other conditions under those agreements would require certain
minimum trading prices for our common stock in public markets. See -
"Management's Discussion & Analysis on Plan of Operation". Currently our common
stock trades at prices substantially below the minimum prices required to
satisfy this condition.

         As a result of the fact that our registration statement was not
declared effective by February 27, 2001 and April 30, 2001 we are in default of
convertible notes issued in the July 2000 and November 2000 private placement
transactions in the principal amounts of $1,250,000 and $250,000, respectively,
and, as a result, the notes' principal and interest may be declared due and
payable. We are currently negotiating with our investors to waive the default on
the convertible notes and extend the time period to the fourth quarter of 2001
for an effective registration statement as it relates to the fact that the
registration statement was not declared effective by February 27, 2001 or April
30, 2001, and to withdraw the present registration statement. In addition, we
owe penalty interest accruing at a rate of $25,000 per month since December 1,
2000 and $122,000 in damages to the holders of the notes and $25,000 in damages
to the finders of the notes. Finally, because of this default, we will be unable
to obtain certain additional financing that may otherwise have been available to
us under the agreements relating to the convertible notes.

         We have a limited operating history which makes predicting our future
operating results extremely difficult. Our web design and web hosting operations
were both launched in July 2000 and to

                                      -7-
<PAGE>

date our only customers have been related parties. As a result, the revenue and
income potential of our business is unproven.

         We have incurred an operating and net loss in each fiscal year since
our founding. We incurred net losses of $8,722,148 and $1,003,840 for the year
ended December 31, 2000 and for the period ended December 31, 1999,
respectively. Through December 31, 2000, we have generated $208,000 of revenue
from our web site development and web hosting services. We expect to incur
additional losses for the remainder of this year and next year. In addition, we
expect to continue to incur significant operating expenses. As a result, we will
need to generate significant revenues to achieve profitability, which may not
occur. We expect our operating expenses to increase significantly as a result of
our planned expansion. Since we have a limited operating history of marketing
our services to the public, our business may never be profitable and we may
never generate sufficient revenues to meet our expenses and support our
anticipated activities. Even if we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.

         Michael D. Farkas, individually, through his wife Rebecca J. Farkas,
and through related entities, beneficially owns approximately 70% of our common
stock. Accordingly, for as long as Mr. Farkas continues to beneficially own more
than 50% of our common stock, he will be able to elect our entire board of
directors, control all matters that require a stockholder vote such as mergers,
acquisitions and other business combinations, and exercise a significant
amount of influence over our management and operations. This concentration of
ownership could have the effect of preventing us from undergoing a change of
control in the future and might affect the market price of our common stock.

         OSRS currently relies exclusively on AboveNet, its data hosting center
provider, for network services. If this agreement were to be terminated, OSRS
would need to rapidly secure an alternative provider of these services.
Accordingly, OSRS could incur transition costs and OSRS's monthly costs of
operations could increase. In addition, such a transition could have a
detrimental effect on OSRS's customer service levels.

ITEM 2.       DESCRIPTION OF PROPERTY

         WealthHound.com currently sub leases approximately 3,512 square feet
from Atlas Capital Services, LLC, now known as The Atlas Group of Companies,
LLC, a Delaware limited liability company owned by Michael D. Farkas,
WeathHound.com's principal stockholder, located at 225 Broadway, Suite 910, New
York, New York 10007. The lease terms are at cost of Atlas Capital Services,
LLC, the direct lessee on the premises. As of April 15, 2001, WealthHound.com's
current monthly rent payment is $8,780. Our sub-lease expires on February 1,
2006. The property is suitable for our business activities.

ITEM 3.       LEGAL PROCEEDINGS


         The Securities and Exchange Commission's Office of Investor Education
and Assistance received a complaint made by Lois Baldwin relating to an alleged
delay in the transfer of her account from Ameritrade to WealthHound.com in April
2000 that resulted in an alleged loss of approximately $62,000. Since
WealthHound.com is not a broker-dealer, and all accounts belong to and are
operated by RichMark Capital Corporation and their representatives, the
complaint was responded to by RichMark on September 20, 2000. RichMark has
denied the claim. We believe that Ms. Baldwin's complaint is without merit. We
have not been advised of any further proceedings related to Ms. Baldwin's
complaint. Notwithstanding our denial and intent to defend this complaint, there
is no guarantee that we will be successful in defending against her claims.


                                      -8-
<PAGE>
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On September 20, 2000, WealthHound.com stockholders acted by majority
written consent for the purpose of approving the Merger Agreement, dated
September 20, 2000, between WealthHound.com, Inc., a Florida corporation, and
WealthHound.com, Inc., a Delaware corporation. A total of 53,749,503 shares or
70.5% of the WealthHound.com common stock outstanding voted in favor of the
merger agreement.

         On November 8, 2000, WealthHound.com stockholders acted by majority
written consent for the purpose of amending the WealthHound.com certificate of
incorporation to authorize preferred stock in one or more series, with such
designations as adopted by the board of directors of WealthHound.com. A total of
53,749,503 shares or 70.5% of WealthHound.com common stock outstanding voted in
favor of the amendment to the certificate of incorporation.

                                     PART II

ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
         OTHER STOCKHOLDER MATTERS

         From October 9, 1996 to July 23, 1999, Bridgeport Communications, Inc.
(WealthHound.com's former name), was listed for trading on the NASDAQ Bulletin
Board under the symbol "TRLK" and subsequently under the symbol "BPOT". Since
July 23, 1999, our common stock has been quoted in the National Quotation Bureau
"Pink Sheets", under the symbol "WLTH". As of April 11, 2001, we had 76,275,833
shares of common stock outstanding held by 180 stockholders of record.

         The following table sets forth the range of high and low bid prices of
our common stock for fiscal year 1998 on the Bulletin Board and the first and
second fiscal quarter of 1999. The Bulletin Board quotations represent prices
between dealers in securities, do not include retail mark-ups, mark-downs or
commissions and do not necessarily represent actual transactions.

       Year        Quarter             High           Low
---------------------------------------------------------------------
       1999           2                2.13           0.03
                      1                0.03           0.03
---------------------------------------------------------------------
       1998           4                0.13           0.04
                      3                0.25           0.13
                      2                1.75           0.25
                      1                1.88           0.25
---------------------------------------------------------------------

                     RECENT SALES OF UNREGISTERED SECURITIES

         On December 9, 1997, we issued 833,334 shares of common stock to an
accredited investor, pursuant to Rule 506 of Regulation D and Section 4(2) of
the Securities Act.

         On March 10, 1998, we issued 220,000 shares of common stock to an
accredited investor, pursuant to Rule 506 of Regulation D and Section 4(2) of
the Securities Act.

         On March 10, 1998, we issued 20,000 shares of common stock to an
accredited investor. Our shares were issued in reliance on the exemptions from
registration provided by Rule 506 of Regulation D promulgated under the
Securities Act of 1933, as amended and Section 4(2) of the Securities Act.

                                      -9-
<PAGE>

         On March 10, 1998, we issued 25,000 shares of common stock to an
individual in connection with services rendered. Our shares were issued in
reliance on the exemption from registration provided in Section 4(2) of the
Securities Act.

         On March 10, 1998 we issued 153,200 shares of common stock to an
accredited investor, pursuant to Rule 506 of Regulation D and Section 4(2) of
the Securities Act.

         On March 10, 1998, we issued 40,000 shares of common stock to an
accredited investor, pursuant to Rule 506 of Regulation D and Section 4(2) of
the Securities Act.

         On March 10, 1998, we issued 40,000 shares of common stock to an
accredited investor, pursuant to Rule 506 of Regulation D and Section 4(2) of
the Securities Act.

         On March 10, 1998 and June 23, 1999, we issued 176,687 and 333,333
shares of common stock, respectively, to an accredited investor, pursuant to
Rule 506 of Regulation D and Section 4(2) of the Securities Act.

         On May 18, 1998, we issued 10,000 shares of common stock to an
accredited investor. Our shares were issued in reliance on the exemption from
registration provided by Rule 506 of Regulation D promulgated under the
Securities Act of 1933, as amended.

         On June 23, 1999 we issued 1,000,000 shares of common stock to an
accredited investor, pursuant to Rule 506 of Regulation D and Section 4(2) of
the Securities Act.

         On June 23, 1999, we issued 225,295 shares of common stock to an
accredited investor, pursuant to Rule 506 of Regulation D and Section 4(2) of
the Securities Act.

         On June 23, 1999, we issued 204,569 shares of common stock to an
accredited investor in reliance on the exemption from registration provided Rule
506 of Regulation D and by Section 4(2) of the Securities Act.

         On June 23, 1999 we issued 666,666 shares of common stock to an
accredited investor in reliance upon the exemption from registration provided by
Rule 506 of Regulation D and Section 4(2) of the Securities Act.

         On June 23, 1999, we issued 500,000 shares of common stock to an
accredited investor, in reliance upon the exemption from registration provided
by Rule 506 of Regulation D and Section 4(2) of the Securities Act.

         On June 23, 1999, we issued 500,000 shares of common stock to an
accredited investor, in reliance upon the exemption from registration provided
by Rule 506 of Regulation D and Section 4(2) of the Securities Act.

         On June 23, 1999, we issued 500,000 shares of common stock to an
accredited investor, in reliance upon the exemption from registration provided
by Rule 506 of Regulation D and Section 4(2) of the Securities Act.

         On July 9, 1999, we issued to certain stockholders of WealthHound,
Inc., 60,000,000 shares of our common stock in exchange for 5,000,000
outstanding shares of WealthHound, Inc. Our shares were issued in reliance on
the exemptions from registration provided by Section 4(2) of the Securities Act.

         On November 17, 1999, we issued 10,000 shares of our common stock to a
consultant in connection with services provided. Our shares were issued in
reliance on the exemption from registration provided by Rule 701 of the
Securities Act.

                                      -10-
<PAGE>

         On February 23, 2000, we issued 320,000 shares of our common stock to
an accredited investor for a total purchase price of $400,000. Our shares were
issued in reliance on the exemptions from registration provided by Rule 506 of
Regulation D and Section 4(2) of the Securities Act.

         On May 15, 2000, we issued a 10% promissory note in the principal
amount of $50,000 and a warrant to purchase 100,000 shares of our common stock
to an accredited investor in connection with a $50,000 loan. The note is due on
November 15, 2000 but was paid on July 6, 2000. The warrant is exercisable for
one year, at an exercise price of $.50 per share. The note and warrant were
issued in reliance on the exemptions from registration provided by Rule 506 of
Regulation D and Section 4(2) of the Securities Act.

         On May 18, 2000, we issued 8,334, 8,333, and 8,333 shares of common
stock to three individuals, each an accredited investor, pursuant to Rule 506 of
Regulation D and Section 4(2) of the Securities Act.

         On May 26, 2000, we issued 300,000 shares of our common stock and two
warrants to each purchase 100,000 shares of our common stock to an accredited
investor for a total purchase price of $100,000. The warrants are exercisable
for a period of one and two years, respectively, with exercise prices of $.95
per share, and $2.00 per share, respectively. The common stock and warrants were
issued in reliance on the exemptions from registration provided by Rule 506 of
Regulation D and Section 4(2) of the Securities Act.

         On June 7, 2000, we issued 100,000 shares of our common stock and two
warrants to each purchase 33,333 shares of our common stock, to an accredited
investor, for a total purchase price of $33,333.33. The warrants are exercisable
for a period of one and two years, respectively, with exercise prices of $.95
per share, and $2.00 per share, respectively. The common stock and warrants were
issued in reliance on the exemptions from registration provided by Rule 506 of
Regulation D and Section 4(2) of the Securities Act.

         On June 8, 2000, we issued a warrant to purchase 4,000,000 shares of
our common stock to an accredited investor, in connection with consulting
services provided. The warrant is exercisable for a period of five years at an
exercise price of $1.00 per share. The warrant was issued in reliance on the
exemptions from registration provided by Rule 506 of Regulation D and Section
4(2) of the Securities Act.

         On June 14, 2000, we issued a 10% promissory note in the principal
amount of $40,000 and a warrant to purchase 80,000 shares of our common stock to
an accredited investor, in connection with a $40,000 loan. The note is due on
December 14, 2000. The warrant is exercisable for a period of one year at an
exercise price of $.50 per share. The note and the warrant were issued in
reliance on the exemptions from registration provided by Rule 506 of Regulation
D and Section 4(2) of the Securities Act.

         On June 27, 2000, we issued 10,000 shares of our common stock to an
limited liability company for services provided. Our shares were issued in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act.

         On June 27, 2000, we issued 1,000 shares of our common stock to a
corporation for services provided. Our shares were issued in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act.

         On June 27, 2000 we issued 5,000 shares of our common stock to an
individual for services provided. Our shares were issued in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act.

                                      -11-
<PAGE>

         On July 3, 2000, we entered into subscription agreements with several
accredited investors pursuant to which we sold 8% convertible notes in the
aggregate amount of $1,250,000 and warrants to purchase an aggregate of
6,250,000 shares of our common stock. The notes have a term of two years and are
convertible into common stock according to a formula set forth in the
subscription agreements. The warrants are exercisable for four years. Warrants
to purchase 2,500,000 of our common stock are exercisable at $.65 per share and
warrants to purchase 3,750,000 shares of our common stock are exercisable at
$.75 per share. Under the terms of the subscription agreements, we have the
option, subject to certain conditions, to require the investors to purchase
additional convertible notes totaling $2,250,000. The notes and warrants were
issued in reliance on the exemptions from registration provided by Rule 506 of
Regulation D and Section 4(2) of the Securities Act.

         On July 3, 2000, we entered into a private equity line of credit
agreement with an accredited investor pursuant to which we issued warrants to an
accredited investor, to purchase 6,000,000 shares of our common stock to a
finder as a finder's fee. The warrants are exercisable for four years. Warrants
to purchase 4,000,000 shares of our common stock are exercisable at $1.00 per
share and warrants to purchase 2,000,000 shares of our common stock are
exercisable at $1.25 per share. Pursuant to the agreement, for two years after
the effective date of this registration statement and subject to certain
conditions, we can require the investor to purchase our common stock, at a
purchase price set forth in the credit line agreement, for an aggregate purchase
price of $12,200,000.

         On October 17, 2000, and October 18, 2000, we issued 100,000 and
180,000 shares, respectively to an accredited investor, pursuant to Rule 506 of
Regulation D and Section 4(2) of the Securities Act.

         On November 2, 2000, pursuant to the terms of the subscription
agreement, we requested that the accredited investors purchase additional
convertible notes from us for $250,000. In addition, we lowered the exercise
price on previously issued warrants to purchase 1,250,000 shares of our common
stock to $0.50 per share. Finally, pursuant to the terms of the private equity
line of credit agreement, we issued warrants to an accredited investor, to
purchase 2,500,000 shares of our common stock at an exercise price of $0.29 per
share and a term of four years to a finder as a finder's fee.

         On or about March 8, 2001, we issued 100,000 shares of our common stock
to the sole stockholder of WAP, Inc. in connection with the closing of the
merger agreement by and among WealthHound.com, WealthHound Securities and WAP,
Inc., in reliance on the exemption from registration provided under Rule 506 of
Regulation D and Section 4(2) of the Securities Act.

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion and analysis or plan of operation provides
information which management believes is relevant to an assessment and
understanding of WealthHound.com's results of operations and financial
condition. The discussion should be read along with our financial statements and
notes thereto appearing in this report. The Management Discussion and Analysis
of Financial Condition and Results of Operations contain forward-looking
statements that involve risks and uncertainties. WealthHound.com's actual
results may differ significantly from the results discussed in forward-looking
statements. WealthHound.com remains a development-stage company, with its
expenditures far exceeding its revenues.

OVERVIEW

         WealthHound.com is a development stage company that provides web site
development services through a wholly owned subsidiary eNvitro.com, Inc., and
web site and e-mail hosting services through a wholly owned subsidiary OSRS
Communications, Inc. To date, all of the customers of these two operating
subsidiaries have been entities controlled by or affiliated with our chairman
and CEO.

                                      -12-
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
established new standards of accounting and reporting for derivative instruments
and hedging activities. SFAS 133 requires that all derivatives be recognized at
fair value in the statement of financial position, and that the corresponding
gains or loses be reported either in the income statement or as a component of
comprehensive income, depending on the type of hedging relationship that exists.
In July 1999, the Financial Accounting Standard Board deferred the effective
date of SFAS 133 until the first quarter for fiscal years beginning after June
15, 2000.

         In June 2000, the Financial Accounting Standards Board issued SFAS No.
138, "Accounting for Derivative Instruments and Hedging Activities - An
Amendment of FASB Statement No. 133." SFAS 138 amends the accounting and
reporting standards for certain derivatives and hedging activities such as net
settlement contracts, foreign currency transactions and inter company
derivatives. We will adopt SFAS 133 in the quarter ended March 31, 2001. We do
not currently hold derivative instruments or engage in hedging activities. We do
not expect that the requirements of SFAS 133 and SFAS 138 will have a material
effect on our financial statements and related disclosures.

RESULTS OF OPERATIONS

PERIOD FROM JANUARY 1, 2000 THROUGH DECEMBER 31, 2000

         WealthHound.com's cumulative net losses since inception are
attributable to the fact that we have not derived any significant revenue from
operations to offset our business development expenses. We are in the
development stage and have generated only limited revenues of $208,000 from
related parties for web site design and hosting services. In addition, the
report of our independent auditors on our financial statements as of December
31, 2000 contains an explanatory paragraph regarding an uncertainty with respect
to our ability to continue as a going concern.

         Operating Expenses. Operating expenses during the year ended December
31, 2000 have amounted to $8,240,274. General and administrative expenses have
amounted to $5,829,852, primarily consisting of commercial lease payments,
legal, accounting and officer's and employees' salaries. Web site development
costs incurred of $222,538 primarily consists of software and consulting
services. Sales and marketing expenses have amounted to $219,502. Depreciation
expense is $40,641 and stock based compensation expense amounts to $1,927,741.

         Interest Expense. Interest expense for the year ended December 31, 2000
consists of $719,602.

         Sale of Broker Dealer. On August 29, 2000, we agreed to acquire WAP,
Inc., a registered broker-dealer and member of SIPC. WAP, Inc., which is
registered to provide broker-dealer services in 41 states (plus Washington, D.C.
and Puerto Rico), has never engaged in any business activity and has no assets
or liabilities other than the assets required to maintain certain net capital
requirements. We obtained regulatory approval for the acquisition of WAP, Inc.
on February 22, 2001, and the acquisition was completed on March 13, 2001.

         Because of the limited financial resources available to us and the
negative conditions now existing in the online brokerage industry, our board of
directors has determined that attempting to build an online brokerage company
from inception without an existing customer base and to continue to provide
access to free research and news would not be in the best interest of our
stockholders. After exploring several options, the board of directors decided
that the best solution was to sell the broker-dealer to Atlas, a company owned
by our chairman and CEO, Michael D. Farkas. On March 30, 2001, WealthHound.com
entered into a stock purchase agreement with the Atlas Group of Companies for
the sale of the broker-dealer. The purchase price for the sale was $109,000,
which was paid in cash, in

                                      -13-
<PAGE>

cancellation of short term debt WealthHound.com owed to Atlas, and in assumption
of liabilities of WealthHound.com. Although the sale of the broker-dealer is
subject to NASD approval, the entire purchase price has been paid, and is
subject to refund in the event the sale is not approved. In addition, Atlas has
assumed the obligation to capitalize WAP, Inc. and to cover all of its expenses
pending the approval of the sale by the NASD. If the transaction is not approved
by the NASD, then WealthHound.com will be obligated to reimburse Atlas for any
and all funds deposited by Atlas directly into WAP, Inc. from March 30, 2001
until notification of the NASD decision not to approve the transaction. The
board believes that the purchase price is significantly greater than the current
market value of a non-operational broker dealer which was estimated by a
non-affiliated broker-dealer of broker-dealers to be approximately $60,000.
Also, in connection with the sale of the broker dealer, our agreement with
Inlumen for research, news and quotes has been terminated. Should
WealthHound.com have the opportunity to acquire an operational broker-dealer
with an existing customer base on favorable terms, we will evaluate our options
at that time.

         Cancellation of the agreement with RichMark Capital Corporation. From
February 1, 2000 to December 29, 2000, WealthHound, Inc. had an agreement with
RichMark Capital Corporation, a registered broker-dealer, member of the NASD and
SIPC, which enabled our web site users to open RichMark brokerage accounts and
to engage in stock trading through RichMark from the WealthHound, Inc. web site.
All brokerage related activities, including handling of customer accounts and
monies, and customer service were handled exclusively by registered
representatives of RichMark. Also according to the agreement, WealthHound, Inc.
did not receive any compensation from RichMark and agreed to pay RichMark $5,000
per month for its services. On December 29, 2000, WealthHound, Inc.'s services
agreement with RichMark was terminated. The services agreement was canceled
because we believed that the cost associated with the services substantially
outweighed the benefits to our stockholders. As of that date, no investor with a
RichMark brokerage account could access RichMark's trading platform through
WealthHound, Inc. web site to make any trades nor could any investor open a
RichMark brokerage account through the web site.

         Cancellation of the agreement with Inlumen, Inc. In March 2001,
WealthHound.com's agreement with Inlumen, Inc. to acquire stock quotes and other
services was terminated.

LIQUIDITY AND CAPITAL RESOURCES

         We had total current assets of $239,208 as of December 31, 2000. We
plan to use most of our assets and resources to build our eNvitro and OSRS
businesses. We intend to use approximately $260,000 for officer salaries in the
next 12 months.

         For the year ended December 31, 2000, WealthHound.com funded its
operations through the use of cash obtained principally from third party
financing, receiving gross proceeds of approximately $2,663,883.

         Sale of Shares. For the year ended December 31, 2000, WealthHound.com
has sold an aggregate of 900,000 shares of its common stock for approximately
$758,332. In connection with the sale of the shares, WealthHound.com issued
warrants to purchase 266,666 shares of its common stock at the exercise price of
$.95 to $2.00 per share. The warrants are exercisable for one or two year terms.

         Promissory Notes. For the year ended December 31, 2000, WealthHound.com
issued promissory notes totaling $630,500, for loans provided in that amount, of
which $267,500 were issued to Michael D. Farkas our chairman and CEO or entities
related to him. In connection with the promissory notes, we issued warrants to
purchase an aggregate of 80,000 shares of common stock of WealthHound.com.

                                      -14-
<PAGE>

         THE JULY 2000 AND NOVEMBER 2000 PRIVATE PLACEMENT TRANSACTIONS.

         Convertible Notes. On July 3, 2000, WealthHound.com raised $934,987,
net of expenses, in connection with a private financing. Under the terms of each
of the subscription agreements between us and each of the investors referred to
therein, which include, Celeste Trust Reg., Esquire Trade & Finance, Inc., The
Keshet Fund L.P., Keshet L.P., Nesher Ltd., Amro International, SA, and Talbiya
B. Investments Ltd., we sold $1,250,000 in 8% convertible notes and issued
warrants to purchase up to an aggregate of 3,750,000 shares of our common stock.
The notes have a maturity date of two years from issuance and are convertible
into our common stock at a per share price determined at the time of conversion,
equal to the lower of:

         o        $0.5867, or

         o        75% of the average of the three lowest closing bid prices for
                  our common stock conversion formula for the thirty trading
                  days preceding the conversion date.

         We are in default of convertible notes issued in the July 2000 and
November 2000 private placement transactions referred to above. As a result, the
principal and interest of these notes may be declared due and payable as a
result of the fact that our registration statement was not declared effective by
February 27, 2001 and April 30, 2001. In addition, we owe penalty interest
accruing at a rate of $25,000 per month since December 1, 2000 and $122,000 in
damages to the holders of the notes and $25,000 in damages to the finders of the
notes. Finally, we will be unable to obtain certain additional financing that
may otherwise have been available to us under the agreements relating to the
convertible notes. We are currently negotiating with our investors to waive the
default on the convertible notes and extend the time period to the fourth
quarter of 2001 for an effective registration statement as it relates to the
fact that the registration statement was not declared effective by February 27,
2001 or April 30, 2001, and to withdraw the present registration statement.

         PUT NOTES. Under the terms of the subscription agreements executed in
July 2000, we have the option, subject to certain conditions, of requiring the
investors to purchase additional convertible notes totaling $2,250,000 in a
series of up to three tranches of $750,000 per tranche on the same terms as the
notes issued to the investors at the July closing, except that the maturity date
of the notes is two years from the date that the notes are issuable. The
conditions for these additional investments include various minimum price and
trading volume requirements as follows:

         o        first tranche: the closing bid price of our common stock for
                  15 days prior to the date we require the investor the purchase
                  our notes is not less than $.75, and the daily trading volume
                  during the same period is not less than 100,000 shares of our
                  common stock;

         o        second tranche: the closing bid price of our common stock for
                  15 days prior to the date we require the investor the purchase
                  our notes is not less than $.75, and the daily trading volume
                  during the same period is not less than 200,000 shares of our
                  common stock;

         o        third tranche: the closing bid price of our common stock for
                  20 days prior to the date we require the investor the purchase
                  our notes is not less than $.75, and the daily trading volume
                  during the same period is not less than 300,000 shares of our
                  common stock;

         o        we need to be a reporting company under the Securities
                  Exchange Act of 1934, as amended; and

                                      -15-
<PAGE>

         o        our shares must be registered on the OTC Bulletin Board or
                  other principal market.

         In addition, for the second and third tranches, a registration
statement registering 200% of the number of shares of our common stock issuable
upon conversion of the notes issued and issuable and the number of shares of our
common stock issuable upon exercise of the subscription agreement warrants must
be declared effective. The investors have agreed to substitute the 200%
registration requirement for a 100% registration requirement. However, at
present and for the foreseeable future we do not and will not have the ability,
due to the above conditions not being met, to require the investors to purchase
additional convertible notes.

         We cannot require any investor to make an additional investment if it
would result in that investor owning more than 9.9% of our common stock. In
addition, for 180 days after the effectiveness of the registration statement, we
are restricted from issuing any equity, convertible debt or other securities at
a per share purchase price less than the market price of our common stock,
except for the following issuances:

         o        equity or debt issued in connection with us acquiring a
                  business or assets; or

         o        stock issued in connection with us establishing a joint
                  venture, a partnership or creating a licensing arrangement.

         Each investor was granted a right of first refusal to purchase the same
number of shares, on the same terms, as any other issuance by us except in
certain circumstances as set forth in the subscription agreements until 180 days
after a registration statement is declared effective.

         Subscription agreement warrants. In connection with the financing,
WealthHound.com issued warrants to purchase 1,500,000 shares of its common stock
exercisable at $0.65 per share and warrants to purchase 2,250,000 shares of its
common stock exercisable at $0.75 per share. The warrants have a term of four
years. If we require the warrant holders to purchase the additional notes, as
described above, and they do not comply, then the number of shares issuable upon
exercise of the warrants will be reduced according to a formula set forth in
each warrant agreement.

         We have the right, subject to certain conditions, to request the
warrant holders to exercise half of each of the warrants issued during July
2000. The conditions include:

         o        the closing bid price of our common stock for 30 days prior to
                  the call notice is 200% of the purchase price of the warrant,
                  and the average trading volume of our common stock during the
                  30 days is not less than 100,000 shares of our common stock;
                  and

         o        a registration statement relating to the shares issuable upon
                  exercise of the warrants must be effective.

         If the warrant holders do not exercise the number of warrants, as we
request, we are entitled to cancel those warrants. However, we cannot require
any warrant holder to exercise its warrant if it would result in that investor
owning more than 9.9% of our common stock.

         All of the warrants have adjustment provisions for standard dilution
events including stock splits, stock dividends and similar transactions.

                                      -16-
<PAGE>

         PRIVATE EQUITY LINE OF CREDIT. We entered into a private equity line of
credit agreement with Jadesburg Limited on July 3, 2000. Under the terms of the
equity line of credit agreement, assuming satisfaction of certain conditions, we
could cause Jadesburg to purchase an aggregate of $12,200,000 of our common
stock at 88% of market prices over a 14-day forward looking period. We can issue
a maximum of 24 notices to the investor requiring it to purchase our shares. At
any one time we can require the investor to purchase not less than $200,000 of
our common stock, subject to certain conditions, nor more than a maximum amount
depending on the price and the trading volume of our common stock. In connection
with the execution of the private equity line of credit agreement, we agreed to
file an initial registration statement covering the resale of:

         o        the shares of our common stock issuable pursuant to the credit
                  line agreement; and

         o        the shares of our common stock issuable upon exercise of
                  warrants issued as finder's fees.

         The investor has agreed to waive its rights to require us to register
the resale of the shares issuable under the credit agreement. However, we can
not require the investor to purchase shares unless the resale of the shares are
registered in an effective registration statement. As a result, we have no
present ability and no ability in the foreseeable future to cause Jadesburg to
purchase any shares of our common stock in connection with the private equity
line of credit.

LOCK-UP AGREEMENTS. In connection with our July 2000 financing, Michael D.
Farkas, Rebecca J. Farkas, Eric Seiden, Matthew Sher and Scott Mager signed
lock-up agreements which prevent them, subject to certain exceptions, from
transferring or otherwise selling their shares owned as of July 3, 2000 until
the earliest of:

         o        an investor's purchase of an aggregate of $12,200,000 of our
                  common stock under the equity line agreement;

         o        the investor's failure to comply with the equity line
                  agreement to purchase our common stock; or

         o        two years from the effective date of a registration statement.

         Additionally, from the expiration of the above described lock-up
period, these investors are restricted from transferring or selling more than
1,000 shares in any trading day and more than 15,000 shares in any month (3,000
shares in any trading day and 40,000 shares in a month if our common stock is
listed on the Nasdaq SmallCap Market, or another principal trading market),
until the earliest of:

         o        the warrants issued pursuant to the equity line are fully
                  exercised, to the extent they are exercisable; and

         o        the expiration of the warrants.

         Partial Exercise of Put Note. Despite the fact that we failed to have
our registration declared effective, we raised $220,000, net of expenses, from
Esquire Trade & Finance Inc. and Amro International S.A. in connection with a
private financing consummated on November 2, 2000. On November 2, 2000, pursuant
to the terms of a subscription agreement, we requested that the investors
purchase additional convertible notes from us for $250,000. We did not meet
certain conditions required for us to obtain the financing. However, the
investors agreed to waive the financing conditions which included:

                                      -17-
<PAGE>

         o        our being a reporting company under Section 12(g) of the
                  Securities Exchange Act of 1934, as amended;

         o        our shares being listed on the OTC bulletin board or other
                  principal market; and

         o        our stock achieving certain minimum closing prices and daily
                  trading volumes.

         In exchange for this waiver we agreed that the $250,000 of convertible
notes would become due and payable if these financing conditions were not
satisfied by April 30, 2001 and we lowered the exercise price on warrants to
purchase 1,250,000 shares of our common stock, previously issued to the finder,
to $0.50 per share. We are in default of our $250,000 convertible notes and the
notes' principal and interest is immediately due and payable as a result of the
fact that our registration statement was not declared effective by April 30,
2001. We are currently negotiating with our investors to waive the default on
the convertible notes and extend the time period to the fourth quarter of 2001
for an effective registration statement as it relates to the fact that the
registration statement was not declared effective by April 30, 2001, and to
withdraw the present registration statement.

         Finder's fee. On July 3, 2000, we paid the following finder's fees to
Libra Finance Inc., Amro International and Alon Enterprises:

         o        warrants to purchase 4,000,000 shares of common stock at $1.00
                  per share (subsequently reduced to $0.50 per share) for a term
                  of four years;

         o        warrants to purchase 2,000,000 shares of common stock at $1.25
                  per share (subsequently reduced to $0.50 per share) for a term
                  of four years;

         o        warrants to purchase 1,500,000 shares of common stock at $0.75
                  per share (subsequently reduced to $0.50 per share) for a term
                  of four years;

         o        warrants to purchase 1,000,000 shares of common stock at $0.65
                  per share (subsequently reduced to $0.50 per share) for a term
                  of four years; and

         o        $150,000, which is 12% of the aggregate amount of the notes
                  purchased.

         We also agreed to pay a finder's fee to Libra Finance Inc., Amro
International, Alon Enterprises equal to 12% of the amount of investment we
actually receive pursuant to the subscription agreement and private equity line
of credit agreement.

         On November 2, 2000, we paid a finder a finder's fee to Libra Finance
Inc. and Amro International, of warrants to purchase 2,500,000 shares of common
stock at $0.29 per share for a term of four years.

NEED FOR ADDITIONAL FUNDING.

         During the fourth quarter of 2000 and first quarter of 2001, our
operations have been funded substantially by entities controlled by or
affiliated with Michael D. Farkas, our chairman and CEO. These entities have
provided us with loans in the aggregate amount of $115,500, revenues through
certain business transactions, and the assumption of certain liabilities. In
addition, another unrelated entity provided certain funds to us in connection
with an assignment of lease. Our existing cash resources will be sufficient to
permit us to operate only through June 2001. If we do not obtain additional
financing after June 2001, assuming no significant additional revenue is
generated from the web design and web hosting business, we will not be able to
maintain business operations. We currently have no agreement for additional
financing with Michael D. Farkas, any of the entities controlled by or
affiliated with Mr.

                                      -18-
<PAGE>

Farkas, or any other person or entity nor do we have the intention of obtaining
additional funds on account of the July 2000 and November 2000 private placement
transactions described above.

CHANGES IN THE NUMBER OF EMPLOYEES.

         WealthHound.com and our subsidiaries currently have five full time
employees. We anticipate hiring additional personnel during the remainder of
2001 if we are successful in growing our web design and web hosting businesses.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements required hereby are located on pages F-1
through F-15.

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         None.
                                    PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth information about our executive officers
and directors.

 Name                   Age     Position
 ----                   ---     --------
 Michael D. Farkas      29      chief executive officer and chairman of the
                                board

 Seth S. Fishman        30      president, chief financial officer and director

 Robert A. Schechter    28      general counsel, secretary and director

DIRECTORS

         MICHAEL D. FARKAS has been our chairman of the board and chief
executive officer since March 7, 2000. Prior to joining our company, Mr. Farkas
founded in March 1999 Atlas Recreational Holdings which owns a controlling
interest in Holiday RV Superstores, Inc., a publicly traded company on Nasdaq
(RVEE). Mr. Farkas served as secretary, treasurer and director of Atlas
Recreational Holdings until February 2000. Since 1993, Mr. Farkas has
concentrated his business activities on mergers and acquisitions, financial
consulting and fund raising primarily in the telecommunications, information
technology and other hi-tech ventures through Atlas Equity Group, Inc. and
Warrior Equity Partners, Inc. Mr. Farkas has been a director and president of
Atlas Equity Group since May 1993 and director and president of Warrior Equity
Partners, Inc. since January 1994. Mr. Farkas is also a director of
i-incubator.com, Inc. since March 2000, director of Global Realty Management
Group since February 1997; and director and president of i-RealtyAuction.com,
Inc., a subsidiary of i-incubator.com, Inc.

         SETH S. FISHMAN, a certified public accountant, has been our president
and chief financial officer since September 5, 2000. Mr. Fishman was appointed
to our board of directors on August 2, 2000 and served as our vice-president of
finance from May 16, 2000 to September 5, 2000. From 1992 to May 2000, Mr.
Fishman held various finance and accounting related positions, including CFO,
financial controller and accounting manager, at Thieme Medical Publishers, Inc.,
an international medical and

                                      -19-
<PAGE>

scientific publisher. Mr. Fishman graduated with a BS in Accounting from Touro
College in 1991 and received his MBA, with a focus on taxation, from Baruch
College Business School in 1997.

         ROBERT A. SCHECHTER has been our general counsel and secretary since
August 2, 2000. Mr. Schechter was appointed to the board of directors of
WealthHound.com on August 2, 2000. From January 1998 to June 23, 2000, Mr.
Schechter was an attorney at Yerushalmi & Associates, LLP, a New York law firm,
where he represented multinational Internet and high tech companies. Mr.
Schechter received his JD in 1997 from Hofstra University School of Law.

BOARD OF DIRECTORS

         The board of directors of WealthHound.com consists of three directors.
On March 7, 2000, Rebecca J. Farkas, at the time our sole director and CEO,
appointed Michael D. Farkas, who later became her husband, Scott B. Mager and
Matthew C. Sher to our board of directors. On March 8, 2000, Mrs. Farkas
resigned from our board of directors and was replaced by her husband, Michael D.
Farkas as CEO and chairman of the board of directors. Messrs. Farkas, Mager and
Sher appointed Alex Comandini to our board of directors. On July 18, 2000, Mr.
Mager resigned from our board of directors to pursue another business
opportunity. On August 2, 2000, Mr. Sher resigned from our board of directors to
pursue another business opportunity. On August 2, 2000, Messrs. Farkas and
Comandini appointed Seth Fishman and Robert Schechter to the board of directors.
On August 24, 2000, Mr. Comandini resigned from our board of directors to pursue
another business opportunity.

ELECTION OF OFFICERS AND DIRECTORS

         WealthHound.com's executive officers are elected by the board of
directors on an annual basis and serve until their successors are duly elected
and qualified. All of the current Directors were appointed as directors of
WealthHound.com pursuant to the board of directors' power to fill vacancies.

BOARD COMMITTEES

         The board of directors has established no committees.

FAMILY RELATIONSHIPS

         There are no other family relationships among any of the directors or
executive officers of WealthHound.com other than Rebecca Farkas, our former
chairman and CEO, and Michael Farkas, our current chairman and CEO, who are now
husband and wife.

ITEM 10.      EXECUTIVE COMPENSATION

         Rebecca Farkas was our chief executive officer and our sole director
and officer during the 1999 fiscal year. Mrs. Farkas received no compensation
for services performed during the 1999 fiscal year.

         The following table sets forth information concerning annual and
long-term compensation, on an annualized basis for the 2000 fiscal year, for our
chief executive officer and for each of our other executive officers (the named
executive officers) whose compensation on an annualized basis is anticipated to
exceed $100,000 during fiscal 2000. None of the named executive officers
received any compensation during 1998 or 1999.

                                      -20-
<PAGE>
<TABLE>
<CAPTION>
                                                    Summary Compensation Table
-----------------------------------------------------------------------------------------------------------------------------------
                                           Annual Compensation                               Long-term Compensation
                                                                                                    Securities
                                                                                                    Underlying
                                                                                                     Options
                             Fiscal                           Other Annual    Restricted Stock                        All Other
Name and Principal Position  Year       Salary     Bonus      Compensation       Awards (1)      (No. of Shares)    Compensation
---------------------------  ----       ------     -----      ------------       ----------      ---------------    ------------
<S>               <C>        <C>       <C>           <C>     <C>              <C>                           <C>    <C>
Rebecca J. Farkas (2)        2000      $       0     $  0    $      0         $      0                      0      $         0(3)
chief executive officer

Michael D. Farkas            2000        150,000(4)     0           0                0                      0           38,028(5)
chief executive officer

Seth S. Fishman              2000        111,000(6)     0           0                0              3,250,000                0(3)
president and chief
financial officer

Robert A. Schechter          2000        110,000(7)     0           0                0              1,036,000                0(3)
general counsel and
secretary
</TABLE>
-------------------
(1)      The named executive officers did not receive any long term incentive
         plan payouts in 2000.
(2)      Mrs. Farkas resigned as chief executive officer as of March 8, 2000.
(3)      The aggregate amount of personal benefits not included in the summary
         compensation table does not exceed the lesser of either $50,000 or 10%
         of the total annual salary and bonus paid to the named executive
         officers.
(4)      Mr. Farkas commenced the right to receive his salary in July of
         2000 and thus was only entitled to receive $75,000 during the 2000
         fiscal year. As of August 16, 2000, Mr. Farkas has elected to defer his
         salary until further notice.
(5)      Mr. Farkas commenced the right to receive these perquisites in
         July and August of 2000 and thus was only entitled to receive $18,889
         worth of perquisites. These perquisites include an automobile lease for
         $1,844 per month, automobile insurance for $775 per month, garage space
         for $425 per month, cellular telephone for $125 per month and use of a
         gasoline credit card and E-Z Pass.
(6)      Mr. Fishman commenced the right to receive his salary in May of 2000
         and thus only received $65,708 during the 2000 fiscal year.
(7)      Mr. Schechter commenced the right to receive his salary in June of 2000
         and thus only received $53,750 during the 2000 fiscal year.

                                  STOCK OPTIONS

         The following table sets forth information with respect to stock
options granted to the named executive officers during fiscal year 2000:

                                      -21-
<PAGE>
<TABLE>
<CAPTION>
                                        OPTION GRANTS IN FISCAL 2000

                                            (INDIVIDUAL GRANTS)
                                            -------------------


                                 NUMBER OF             % OF TOTAL
                                SECURITIES           OPTIONS GRANTED
                             UNDERLYING OPTIONS      TO EMPLOYEES IN            EXERCISE        EXPIRATION
          NAME                    GRANTED               FISCAL 2000              PRICE             DATE
------------------------     ------------------      ----------------      ----------------   ---------------
<S>                           <C>                       <C>                      <C>               <C>
Seth S. Fishman               2,750,000(1)              51.8%                    $0.10             (2)
                                500,000(3)               9.4%                    $0.35             (2)

Robert A. Schechter           1,000,000(4)              18.8%                    $0.10             (2)
                                 36,000(5)               1.0%                    $0.35             (2)
-------------
(1)      275,000 options vested immediately on the date of grant and the remainder of the options vest in
         three equal annual installments of 825,000 options commencing on September 5, 2001.
(2)      The options expire three years from each of their respective vesting dates.
(3)      50,000 options vested immediately on the date of grant and the remainder of the options vest in
         three equal annual installments of 150,000 options commencing on May 17, 2001.
(4)      100,000 options vested immediately on the date of grant and the remainder of the options vest in
         three equal annual installment of 300,000 options commencing on September 5, 2001.
(5)      The options vest in three equal annual installments of 12,000 options commencing on July 12, 2001.
</TABLE>

         The following table sets forth information as to the number of shares
of common stock underlying unexercised stock options and the value of
unexercised in-the-money stock options projected at the 2000 fiscal year end:
<TABLE>
<CAPTION>
                            AGGREGATED OPTION EXERCISES IN THE 2000 FISCAL YEAR
                                 AND PROJECTED FISCAL YEAR END OPTION VALUE
                                 ------------------------------------------

                                                                NUMBER OF UNEXERCISED
                                                                SECURITIES UNDERLYING       VALUE OF UNEXERCISED
                                                               OPTIONS AT FISCAL YEAR     IN-THE-MONEY OPTIONS AT
                                SHARES ACQUIRED     VALUE           END EXERCISABLE/            FISCAL YEAR END
NAME                              ON EXERCISE      REALIZED         UNEXERCISABLE        EXERCISABLE/ UNEXERCISABLE
                            -----------------  -------------   ----------------------   ----------------------------
<S>                                       <C>          <C>    <C>       <C>              <C>       <C>
Seth S. Fishman                           0            0         325,000 / 2,925,000        $41,250 / $371,250
Robert A. Schechter                       0            0         100,000 / 936,000          $15,000 / $135,000
</TABLE>

                              EMPLOYMENT AGREEMENTS

         Pursuant to an employment agreement, which has since been terminated,
Mr. Comandini was granted options to purchase 381,867 shares of our common
stock. The option exercise price is $.35 per share. Mr. Comandini and
WealthHound.com agreed that the options shall terminate on August 24, 2003,
three years from the date Mr. Comandini resigned from WealthHound.com.

                                      -22-
<PAGE>

         WealthHound.com has also entered into an employment contract with the
president and chief financial officer, Seth S. Fishman dated December 27, 2000
and effective September 5, 2000. Mr. Fishman's employment contract is for four
year term commencing on September 5, 2000 and ending on the fourth anniversary
of such date, unless earlier terminated.

         Mr. Fishman's employment agreement provides that his base salary of
$111,000 per year shall be increased by a minimum ten percent on the first
anniversary of the employment term and on each anniversary date thereafter
during the employment term. In addition, WealthHound.com has agreed to pay for
Mr. Fishman's parking garage, gasoline, EZ Pass, Internet and Home phone line
costs, to the extent such costs are directly related to the performance of his
services to WealthHound.com. During Mr. Fishman's employment, WealthHound.com
shall provide Mr. Fishman with a cellular telephone, and pay the cost of service
for such cellular telephone, for Mr. Fishman's use in conducting the business of
WealthHound.com.

         The employment agreement also permits Mr. Fishman to continue other
business interests and ownerships of other companies in which the Employee is a
stockholder or owner. WealthHound.com acknowledges and consents to the
continuation of these ownerships and relationships, provided they do not
interfere with Mr. Fishman's duties to WealthHound.

         The employment agreement further provides that if Mr. Fishman's
employment is terminated at any time by WealthHound.com without cause during the
first year of the employment term, WealthHound.com shall continue to pay to Mr.
Fishman for a period of six months his monthly salary at the time of such
termination and all medical and health benefits provided at the time of
termination. Upon any termination of Mr. Fishman's employment without cause
following the first anniversary date of the employment term, WealthHound.com
shall continue to pay to Mr. Fishman for a period of twelve months his monthly
salary at the time of such termination and all medical and health benefits
provided at the time of termination; provided however, in the event Mr. Fishman
is terminated without cause in the final year of this employment contract,
WealthHound.com shall continue to pay Mr. Fishman his monthly salary and all
medical and health benefits provided at the time of termination up until the end
of the contract term. In addition to the foregoing, in the event Mr. Fishman's
employment is terminated by WealthHound.com without cause, then all of the
options granted to Mr. Fishman shall immediately vest and become exercisable.

DIRECTOR COMPENSATION

         WealthHound.com does not have non-employee directors.

MANAGEMENT CONTRACTS AND CHANGE-IN-CONTROL AGREEMENTS

There are no management contracts or change in control Agreements for any of the
executives or employees of the Company.



ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of April 11, 2001, certain
information with respect to the beneficial ownership of the common stock by:

         o        each person known by us to beneficially own more than 5% of
                  our outstanding shares;

         o        each of our directors;

                                      -23-
<PAGE>

         o        each named executive officer; and

         o        all of our executive officers and directors as a group.

         Except as otherwise indicated, each person listed below has sole voting
and investment power with respect to the shares of common stock set forth
opposite such person's name.
<TABLE>
<CAPTION>

NAME AND ADDRESS OF                                          Amount and Nature of                     Percent Of
BENEFICIAL OWNER (1)                                       Beneficial Ownership (2)             Outstanding Shares (3)
--------------------                                       ------------------------             ----------------------
5% STOCKHOLDERS
---------------
<S>           <C>                                                   <C>                                 <C>
Donald Engel
570 Park Avenue
New York, NY  10021                                                 4,000,000(4)                        5.0%

First Security Investments
1003 Finchley Road
London England NW117HB                                             15,000,000                          19.7%

Libra Finance S.A.
P.O. Box 4603
Zurich, Switzerland
Director: Seymour Braun                                             9,750,000(5)                       11.3%(6)

Celeste Trust Reg.
c/o Trevia-Treuhand-Anstalt
Landstrasse 8
Furstentums 9496
Balzers, Liechtenstein
Authorized Representative: Thomas Hackl                            19,046,610(7)                       20.0%(6)

Esquire Trade and Finance, Inc.
Trident Chambers
P.O. Box 46
Road Town, Tortola
British Virgin Islands
Director: Gisela Kindle                                            19,046,610(8)                       20.0%(6)

Amro International, S.A.
c/o Ultra Finanz
Grossmuenster Platz 26
P.O. Box 4401
Zurich CH 8022
Switzerland
Director: H.U. Bachofen                                            13,114,407(9)                       14.7%(6)

Rebecca J. Farkas                                                  53,829,530(10)                      70.6%

                                      -24-
<PAGE>

NAME AND ADDRESS OF                                          Amount and Nature of                     Percent Of
BENEFICIAL OWNER (1)                                       Beneficial Ownership (2)             Outstanding Shares (3)
--------------------                                       ------------------------             ----------------------

DIRECTORS AND NAMED
EXECUTIVE OFFICERS
------------------

Michael D. Farkas                                                  53,829,530(11)                      70.6%

Seth S. Fishman                                                       325,000(12)                       *

Robert A. Schechter                                                   100,000(13)                       *

All the Officers and Directors as a Group                          54,254,530(14)                      71.2%
----------------
</TABLE>

* Less than 1%

(1)      Unless otherwise indicated, the address of each beneficial owner is c/o
         WealthHound.com, Inc., 225 Broadway, Suite 910, New York, New York
         10007.
(2)      Under the rules of the SEC, a person is deemed to be the beneficial
         owner of a security if such person has or shares the power to vote or
         direct the voting of such security or the power to dispose or direct
         the disposition of such security. A person is also deemed to be a
         beneficial owner of any securities if that person has the right to
         acquire beneficial ownership within 60 days of the date hereof. Unless
         otherwise indicated by footnote, the named entities or individuals have
         sole voting and investment power with respect to the shares of common
         stock beneficially owned.
(3)      Shares subject to options are considered outstanding only for
         the purpose of computing the percentage of outstanding common stock
         which would be owned by the optionee if the options were so exercised,
         but (except for the calculation of beneficial ownership by all
         directors and executive officers as a group) are not considered
         outstanding for the purpose of computing the percentage of outstanding
         common stock owned by any other person.
(4)      Consists of 4,000,000 shares of common stock issuable upon exercise of
         a warrant.
(5)      Consists of 9,750,000 shares of common stock issuable upon exercise of
         currently exercisable warrants.
(6)      Pursuant to the terms of the subscription agreement and private equity
         line of credit agreement, the entity may not exercise any warrants that
         would cause its beneficial ownership to exceed 9.99% of the common
         stock of WealthHound. See "The July 2000 and November 2000 Private
         Placement Transaction".
(7)      Includes 17,796,610 shares of common stock issuable upon conversion of
         notes and 1,250,000 shares of common stock issuable upon exercise of
         warrants.
(8)      Includes 17,796,610 shares of common stock issuable upon conversion of
         notes and 1,250,000 shares of common stock issuable upon exercise of
         warrants.
(9)      Includes 11,864,407 shares of common stock issuable upon conversion of
         notes and 1,250,000 shares of common stock issuable upon exercise of
         warrants.
(10)     Includes 28,329,530 shares beneficially owned by Mrs. Farkas' husband,
         Michael D. Farkas.
(11)     Includes (i) 25,500,000 shares held by Mr. Farkas' wife, Rebecca J.
         Farkas, (ii) 15,000,000 shares held by First Security Investments over
         which Mr. Farkas has a verbal voting control agreement, (iii) 110,469
         shares held by The Farkas Group, Inc. of which Mr. Farkas is the sole
         stockholder, (iv) 122,042 shares held by Atlas Equity Group of which
         Mr. Farkas is the President, (v) 670,000 shares held by Warrior Equity
         Partners, Inc. of which Mr. Farkas is the sole stockholder, (vi)
         1,500,000 shares held by I-incubator.com, Inc. of which Atlas Equity
         Group is the majority stockholder, (vii) 240,000 shares held by GSM
         Communications, Inc. of which Mr. Farkas is the President, and (viii)
         80,000 shares of common stock issuable upon exercise of currently
         exercisable warrants
(12)     Consists of 325,000 shares of common stock issuable upon exercise of
         currently exercisable options.
(13)     Consists of 100,000 shares of common stock issuable upon exercise of
         currently exercisable options.
(14)     Includes options and warrants indicated in notes (11), (12) and (13).

                                      -25-
<PAGE>

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         On July 9, 1999, we issued an aggregate of 60,000,000 shares of our
common stock to the following individuals and entities in exchange for their
shares of WealthHound, Inc. common stock:

         o        Rebecca J. Farkas, who subsequently became the wife of Michael
                  D. Farkas, our chairman and chief executive officer, was
                  issued 25,500,000 shares of common stock;

         o        Eric T. Seiden, a former officer, was issued 7,500,000 shares
                  of our common stock;

         o        Matthew C. Sher, a former officer and director, was issued
                  7,500,000 shares of our common stock;

         o        Scott B. Mager, one of our former directors, was issued
                  3,000,000 shares of our common stock;;

         o        Quentin Road Productions, a company affiliated with Michael
                  Farkas, was issued 1,500,000 shares of our common stock; and

         o        First Security Investments, was issued 15,000,000 shares of
                  our common stock;

         On July 21, 1999 and June 14, 2000, we issued to Atlas Equity Group, a
five percent beneficial owner of our common stock and an affiliate of Mr.
Farkas, promissory notes in the amount of $7,000 and $40,000, respectively. The
promissory notes bear interest at a rate of 8 1/4% and 10% per annum,
respectively, and were due and payable on January 21, 2000 and July 30, 2000,
respectively. These notes were paid in March 2000 and July 2000, respectively.
In connection with the $40,000 promissory note, on June 14, 2000 we issued to
Atlas Equity Group a warrant to purchase 80,000 shares of our common stock. The
warrant is immediately exercisable at an exercise price of $.50 per share and
has a term of one year.

         In October 1999, we issued to Master Communication Corp., an affiliated
entity of Mr. Farkas, three promissory notes aggregating $37,500. The promissory
notes each bear interest at a rate of 8.25% per annum and were due and payable
in April 2000. These notes were paid prior to June 30, 2000.

         Between November 1999 and May 2000, we issued to Ostonian Securities
Limited, five promissory notes aggregating $133,000. The promissory notes bear
interest at rates of between 8% to 10% per annum and were due and payable on
dates ranging from January 2000 through May 2000. Atlas Equity Group, Inc. acts
as an advisor and consultant to Ostonian Securities Limited.

         During 1999, Atlas Equity Group, Inc. billed us $250,000 in consulting
services fees in connection with the merger between Bridgeport Communications,
Inc. and WealthHound, Inc. This fee has been accrued and is included in the
financial statements.

         Atlas Equity Group, Inc. billed us $4,419 and $9,067 for office rent
and administrative services for the periods ended June 30, 2000 and December 31,
1999, respectively.

         From February 4, 2000 through February 28, 2000, we issued to Mr.
Farkas, promissory notes aggregating $57,500. The promissory notes each bear
interest at a rate of 8 1/4% per annum and were due and payable on dates ranging
from February 18, 2000 through March 13, 2000. These notes were paid prior to
June 30, 2000.

                                      -26-
<PAGE>

         On July 3, 2000, we issued to Libra Finance S.A., a five percent
beneficial owner of our common stock, warrants to purchase 750,000 shares and
500,000 shares of our common stock, respectively, as finders fees in connection
with the purchase of warrants by certain investors pursuant to a subscription
agreement. The warrants are immediately exercisable at exercise prices of $.75
per share and $.65 per share, respectively, and have a term of four years.

         On July 3, 2000, we also issued to Libra, warrants to purchase
4,000,000 shares and 2,000,000 shares of our common stock, respectively, as
finders fees in connection with the execution of an equity line of credit
agreement. The warrants are immediately exercisable at exercise prices of $1.00
per share and $1.25 per share, respectively, and have a term of four years.

         On October 5, 2000, eNvitro.com, an indirect subsidiary of
WealthHound.com, issued invoices to i-realtyauction.com, i-autoauction.com and
i-teleco.com, all wholly-owned subsidiaries of i-incubator.com, an affiliate of
Mr. Farkas, in the amounts of $50,000, $50,000 and $18,538, respectively, for
web development services. All these amounts, except for the invoice to
i-autoauction.com, have been paid.

         On October 26, 2000, we issued to Ostonian Securities Limited a
promissory note in the amount of $30,000. The promissory note bears interest at
a rate of 10% per annum and was due and payable on November 20, 2000. This note
was paid on November 6, 2000. On November 14, 2000, we issued to Ostonian
Securities Limited a promissory note in the amount of $10,000. The promissory
note bears interest at a rate of 10% per annum and was due and payable on
December 14, 2000. This note was paid on February 9, 2001. On December 27, 2000,
we issued to Ostonian Securities Limited a promissory note in the amount of
$30,000. The promissory note bears interest at a rate of 10% per annum and is
due and payable on January 31, 2001. This note was paid on February 9, 2001.

         On November 2, 2000, we lowered the exercise price on warrants
previously issued to Libra to purchase 1,250,000 shares of our common stock to
$0.50 per share and we issued warrants to purchase 2,500,000 shares of our
common stock at an exercise price of $0.29 per share and a term of four years to
Libra as a finder's fee.

         During 2000, Hipstyle.com, Inc., an affiliate of Atlas Equity Group,
Inc., paid us $54,293 to build it a web site.

         In January 2001, Atlas Capital Services, paid WealthHound, Inc. a
retainer fee of $20,000 to build its web site.

         On February 2, 2001, WealthHound, Inc. signed a sub-lease agreement
with Atlas Capital Services, LLC, now known as the Atlas Group of Companies, for
the sublease of approximately 3,512 square feet of suite 910, at 225 Broadway,
NY, NY, 10007. The sublease agreement is for a term of 5 years and expires on
February 1, 2006. In connection with the sublease WealthHound.com deposited a
security deposit of 3 months rent or $26,340. Atlas Capital Services is a
limited liability company owned by Michael D. Farkas.

         On February 28, 2001, we issued to Atlas Capital Services, LLC a
promissory note in the amount of $8,500 bearing interest at a rate of 10% per
annum and payable May 1, 2001. On March 12, 2001, we issued to Atlas Capital
Services, LLC a promissory note in the amount of $7,000 bearing interest at a
rate of 10% per annum and payable May 15, 2001. On March 21, 2001, we issued to
Atlas Capital Services, LLC a promissory note in the amount of $10,000 bearing
interest at a rate of 10% per annum and payable April 1, 2001. On March 28,
2001, we issued to Atlas Capital Services, LLC a promissory note in the amount
of $20,000 bearing interest at a rate of 10% per annum and payable April 6,
2001. The forgiveness of the debt underlying these notes was credited toward the
purchase price of WAP, Inc. by The Atlas Group of Companies. These notes
therefore have all been canceled.

                                      -27-
<PAGE>

         On March 30, 2001, we entered into a stock purchase agreement with The
Atlas Group of Companies for the sale of WAP, Inc. to Atlas for $109,000, which
is to be paid in cash, in cancellation of short term debt and in assumption of
liabilities of WealthHound.com. Our chairman and CEO, is the sole stockholder of
The Atlas Group of Companies.

         On April 12, 2001, we issued to Atlas Capital Services, LLC a
promissory note in the amount of $25,000 bearing interest at a rate of 10% per
annum and payable June 1, 2001. On April 12, 2001, we issued to Atlas Equity
Group, Inc. a promissory note in the amount of $20,000 bearing interest at a
rate of 10% per annum and payable June 1, 2001. On April 25, 2001, we issued to
Michael D. Farkas a promissory note in the amount of $10,000 bearing interest at
a rate of 10% per annum and payable June 1, 2001. On April 30, 2001, we issued
to Michael D. Farkas, a promissory note in the amount of $30,000 bearing
interest at a rate of 10% per annum and payable June 1, 2001.


ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS
     --------
<TABLE>
<CAPTION>
      Exhibit                                                  Description
      -------                                                  -----------

<S>   <C>
      2.1(1)         Stock Purchase and Share Exchange by and among Bridgeport Communications, Inc. and
                     WealthHound, Inc., effective as of July 9, 1999

      2.2(1)         Agreement and Plan of Merger by and between WealthHound.com, Inc., a Florida corporation
                     and WealthHound.com, Inc., a Delaware corporation, dated as of September 20, 2000

      2.3(1)         Certificate of Ownership and Merger of WealthHound.com, Inc. (a Florida corporation) into
                     WealthHound.com, Inc. (a Delaware corporation), effective as of October 20, 2000

      2.4(1)         Articles of Merger of WealthHound.com, Inc., a Florida corporation and WealthHound.com,
                     Inc., a Delaware corporation effective as of October 20, 2000

      2.5(1)         Merger Agreement by and among WealthHound.com, Inc. and WealthHound Securities, Inc., on
                     the one hand, and WAP, Inc. and Wolf A. Popper, on the other hand, dated as of August 29,
                     2000

      2.6(5)         Stock Purchase Agreement by and among The Atlas Group of Companies, LLC, on the one hand,
                     and WAP, Inc. and WealthHound.com, Inc., on the other hand, dated as of March 30, 2001

      3.1(1)         Certificate of Incorporation of WealthHound.com, Inc.

      3.2(1)         Certificate of Amendment of the Certificate of Incorporation of WealthHound.com, Inc.

      3.3(1)         By-laws of WealthHound.com, Inc.

      4.1(1)         Specimen Certificate of the Company's common stock

      5.1(2)         Opinion of Parker Chapin LLP

      10.1(1)        2000 Stock Option Plan, as amended July 18, 2000

      10.2(1)        Form of Stock Option Agreement

      10.3(1)        Form of Subscription Agreement

      10.4(1)        Form of 8% Convertible Note

                                                  -28-
<PAGE>

      Exhibit                                                  Description
      -------                                                  -----------

      10.5(1)        Form of Stock Purchase Warrant

      10.6(1)        Private Equity Line of Credit Agreement by and among certain investors and
                     WealthHound.com, Inc., dated as of July 3, 2000

      10.7(1)        Form of Equity Line Stock Purchase Warrant

      10.8(1)        Registration Rights Agreement among WealthHound.com, Inc. and certain investors, dated as
                     of July 3, 2000

      10.9(1)        Common Stock Purchase Warrant

      10.10(1)       Form of Convertible Note

      10.11(1)       Warrant Modification Agreement

      10.12(1)       Warrant Modification Agreement (Equity Line)

      10.13(1)       Purchaser Agreement

      10.14(1)       Services Agreement between WealthHound.com, Inc. and RichMark Capital Corporation, dated
                     as of September 1, 2000

      10.15(1)       web Site Linking and Data Services Agreement between News Alert, Inc. and WealthHound.com,
                     Inc., dated as of August 1, 1999

      10.16(1)       Lease between Braun Management, Inc. and WealthHound, Inc., dated December 28, 1999,
                     relating to 11 Broadway, New York, New York

      10.17(2)       Sublease between Atlas Capital Services LLC and WealthHound, Inc., dated January 30, 2001

      10.18(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Atlas Equity Group, Inc.,
                     dated June 14, 2000

      10.19(2)       Class A Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Donald Engel,
                     dated June 8, 2000

      10.20(2)(4)    Co-Branding/Marketing Agreement between Mortgageit, Inc. and WealthHound.com, Inc., dated
                     August, 2000

      10.21(2)       Linking Agreement between Quotesmith.com, Inc. and WealthHound.com, Inc., dated October
                     19, 1999

      10.22(2)       Net Exchange Services Agreement between Wealth Hound, Inc. and Net Exchange, Inc., dated
                     as of May 23, 2000

      10.23(2)       Form of Master Agreement for advertising and commission engagements entered into via The
                     LinkShare Network

      10.24(2)       8% Convertible Note issued by WealthHound.com, Inc. to Celeste Trust Reg., dated July 3,
                     2000

      10.25(2)       8% Convertible Note issued by WealthHound.com, Inc. to Esquire Trade & Finance Inc., dated
                     July 3, 2000

      10.26(2)       8% Convertible Note issued by WealthHound.com, Inc. to Amro International, S.A., dated
                     July 3, 2000

      10.27(2)       8% Convertible Note issued by WealthHound.com, Inc. to Keshet L.P., dated July 3, 2000

      10.28(2)       8% Convertible Note issued by WealthHound.com, Inc. to The Keshet Fund L.P., dated

                                                  -29-
<PAGE>
      Exhibit                                                  Description
      -------                                                  -----------
                     July 3, 2000

      10.29(2)       8% Convertible Note issued by WealthHound.com, Inc. to Nesher Ltd., dated July 3, 2000

      10.30(2)       8% Convertible Note issued by WealthHound.com, Inc. to Talbiya B. Investments Ltd., dated
                     July 3, 2000

      10.31(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Celeste Trust Reg., dated
                     July 3, 2000

      10.32(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Esquire Trade & Finance
                     Inc., dated July 3, 2000

      10.33(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Alon Enterprises Ltd.,
                     dated July 3, 2000

      10.34(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Amro International S.A.,
                     dated July 3, 2000

      10.35(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Libra Finance S.A., dated
                     July 3, 2000

      10.36(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Celeste Trust Reg., dated
                     July 3, 2000

      10.37(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Esquire Trade & Finance
                     Inc., dated July 3, 2000

      10.38(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Alon Enterprises Ltd.,
                     dated July 3, 2000

      10.39(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Amro International S.A.,
                     dated July 3, 2000

      10.40(2)       Common Stock Purchase Warrant issued by WealthHound.com, Inc. to Libra Finance S.A., dated
                     July 3, 2000

      10.41(2)       Common Stock Purchase Warrant (Equity Line) issued by WealthHound.com, Inc. to Libra
                     Finance S.A., dated July 3, 2000

      10.42(2)       Common Stock Purchase Warrant (Equity Line) issued by WealthHound.com, Inc. to Libra
                     Finance S.A., dated July 3, 2000

      10.43(2)       Employment Agreement between WealthHound, Inc., WealthHound.com, Inc. and Shimon S.
                     Fishman, dated December, 2000

      10.44(2)       Promissory Note issued by WealthHound.com, Inc. to Atlas Equity Group, dated June 14, 2000

      10.45(2)       Promissory Note issued by WealthHound, Inc. to Ostonian Securities Limited, dated May 16,
                     2000

      10.46(2)       Promissory Note issued by WealthHound, Inc. to Ostonian Securities Limited, dated February
                     14, 2000

      10.47(2)       Promissory Note issued by WealthHound, Inc. to Ostonian Securities Limited, dated December
                     7, 1999

      10.48(2)       Promissory Note issued by WealthHound, Inc. to Ostonian Securities Limited, dated November
                     4, 1999

                                                  -30-
<PAGE>
      Exhibit                                                  Description
      -------                                                  -----------

      10.49(2)       Promissory Note issued by WealthHound, Inc. to Ostonian Securities Limited, dated November
                     29, 1999

      10.50(2)       Promissory Note issued by WealthHound, Inc. to Master Communications Corp., dated October
                     15, 1999

      10.51(2)       Promissory Note issued by WealthHound, Inc. to Master Communications Corp., dated October
                     8, 1999

      10.52(2)       Promissory Note issued by WealthHound, Inc. to Master Communications Corp., dated October
                     15, 1999

      10.53(2)       Promissory Note issued by WealthHound, Inc. to Atlas Equity Group, Inc., dated July 21,
                     1999

      10.54(2)       Promissory Note issued by WealthHound, Inc. to Ostonian Securities Limited, dated December
                     27, 2000

      10.55(2)       Promissory Note issued by WealthHound, Inc. to Ostonian Securities Limited, dated October
                     26, 2000

      10.56(2)       Promissory Note issued by WealthHound, Inc. to Ostonian Securities Limited, dated November
                     14, 2000

      10.57(5)       Promissory Note issued by WealthHound, Inc. to The Atlas Group of Companies, f/k/a Atlas
                     Capital Services, LLC, dated February 28, 2001

      10.58(5)       Promissory Note issued by WealthHound, Inc. to The Atlas Group of Companies, f/k/a Atlas
                     Capital Services, LLC, dated March 12, 2001

      10.59(5)       Promissory Note issued by WealthHound, Inc. to The Atlas Group of Companies, f/k/a Atlas
                     Capital Services, LLC, dated March 21, 2001

      10.60(5)       Promissory Note issued by WealthHound, Inc. to The Atlas Group of Companies, f/k/a Atlas
                     Capital Services, LLC, dated March 28, 2001

      10.61(5)       Promissory Note issued by WealthHound, Inc. to Atlas Equity Group, LLC, dated April 12,
                     2001

      10.62(5)       Promissory Note issued by WealthHound, Inc. to The Atlas Group of Companies, f/k/a Atlas
                     Capital Services, LLC, dated April 12, 2001

      10.63(5)       Promissory Note issued by WealthHound, Inc. to Michael D. Farkas, dated April 25, 2001

      10.64(5)       Promissory Note issued by WealthHound, Inc. to Michael D. Farkas, dated April 30, 2001

      21.1(2)        Subsidiaries of the Company

---------------------

(1)      Included as an exhibit to Amendment No. 1 to the Registration Statement on Form 10-SB, File No.
         000-31939, and incorporated herein by reference.

(2)      Included as an exhibit to Amendment No. 1 to the Registration Statement on Form SB-2, File No.
         333-49902, and incorporated herein by reference.

                                                  -31-
<PAGE>

(3)      Included as an exhibit to the Registration Statement on Form SB-2, File No. 333-49902, and
         incorporated herein by reference.

(4)      Certain portions of this exhibit have been omitted based upon a request for confidential
         treatment. The omitted portions have been separately filed with the Commission.

(5)      Filed herewith.

</TABLE>

(B)      REPORTS ON FORM 8-K
         -------------------

         The Company did not file any reports on Form 8-K during the last
         quarter of the period covered by this report.



                                      -32-
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15 (d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                     WEALTHHOUND.COM, INC.


                                     By:/s/ Michael D. Farkas
                                        ----------------------------------------
                                        Michael D. Farkas
                                        chairman and Chief Executive Officer
Date: May 8, 2001


         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.
<TABLE>
<CAPTION>


<S>                                                                                     <C>
/s/ Michael D. Farkas               chairman and Chief Executive                May 8, 2001
---------------------------         Officer
Michael D. Farkas



/s/ Seth S. Fishman                 President, Chief Financial Officer          May 8, 2001
---------------------------         and Director
Seth S. Fishman



/s/ Robert A. Schechter             General Counsel, Secretary                  May 8, 2001
---------------------------         and Director
Robert A. Schechter

</TABLE>


                                      -33-
<PAGE>

    WEALTHHOUND.COM, INC.
    AND SUBSIDIARIES
    (A DEVELOPMENT STAGE ENTERPRISE)

    INDEPENDENT AUDITORS' REPORT

    CONSOLIDATED FINANCIAL STATEMENTS
    YEARS ENDED DECEMBER 31, 2000 AND 1999
    PERIODS FROM APRIL 27, 1999 (DATE OF INCEPTION) TO
    DECEMBER 31, 1999 AND 2000


<PAGE>

WEALTHHOUND.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-------------------------------------------------------------------------------------------------------------------
                                                                                                                 PAGE
<S>                                                                                                                 <C>
INDEPENDENT AUDITORS' REPORT                                                                                      F-1

CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2000
   AND AS OF DECEMBER 31, 1999 AND FOR THE PERIODS APRIL 27, 1999 (DATE OF
   INCEPTION) THROUGH DECEMBER 31, 1999 AND 2000:

   Balance Sheets                                                                                                 F-2

   Statements of Operations                                                                                       F-3

   Statements of Stockholders' Equity (Deficit)                                                                   F-4

   Statements of Cash Flows                                                                                       F-5

   Notes to Consolidated Financial Statements                                                                 F-6 - F-15
</TABLE>



<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
WealthHound.com, Inc.
New York, New York

         We have audited the accompanying consolidated balance sheets of
WealthHound.com, Inc. and subsidiaries (the "Company," a development stage
enterprise) as of December 31, 2000 and 1999, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for the year
ended December 31, 2000 and for the periods April 27, 1999 (date of inception)
through December 31, 1999 and 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 that our audits provide a
reasonable basis for our opinion.

         In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the companies as of December
31, 2000 and 1999, and the results of their operations and their cash flows for
the year ended December 31, 2000 and for the periods April 27, 1999 (date of
inception) through December 31, 1999 and 2000, in conformity with accounting
principles generally accepted in the United States of America.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's recurring losses from operations raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Deloitte & Touche LLP


         April 30, 2001


                                      F-1
<PAGE>

<TABLE>
<CAPTION>

WEALTHHOUND.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
-----------------------------------------------------------------------------------------------------------
ASSETS                                                                           2000           1999

CURRENT ASSETS:
<S>                                                                               <C>            <C>
  Cash and cash equivalents                                                       $ 16,395       $ 154,394
  Accounts receivable - related parties                                             70,780              -
  Prepaid expenses                                                                  47,033          25,098
  Deposits and other current assets                                                  5,000           5,000
  Other receivable                                                                 100,000              -
                                                                                ----------      ----------
           Total current assets                                                    239,208         184,492

PROPERTY AND EQUIPMENT - Net                                                       188,916          11,977

SECURITY DEPOSITS                                                                  244,388              -

NOTES RECEIVABLE                                                                    47,536              -

DEFERRED FINANCING FEES                                                            937,080              -
                                                                              ------------    ------------

TOTAL ASSETS                                                                  $ 1,657,128        $ 196,469
                                                                              ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Notes payable                                                                  $ 593,000       $ 378,000
  Accounts payable and accrued expenses                                            658,903          85,365
  Convertible notes - Net of unamortized discount of $1,033,798                    466,202                  -
  Due to Atlas (Note 8)                                                            250,000         250,000
  Due to stockholders                                                               56,350         120,100
  Notes payable - related parties                                                  173,000          44,500
  Capital lease obligations - current portion                                       14,989           1,290
  Deferred revenue                                                                 22,083                   -
                                                                              ------------    ------------

           Total current liabilities                                             2,234,527         879,255

CAPITAL LEASE OBLIGATIONS                                                          20,005           3,361
                                                                              ------------    ------------

           Total liabilities                                                    2,254,532         882,616
                                                                              ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
  Common stock, $.001 par value, 200,000,000 shares authorized;
    75,774,025 and 74,873,025 issued and outstanding,
     at December 31, 2000 and December 31, 1999, respectively                       75,774          74,873
  Common stock warrants                                                          5,521,938           8,168
  Deferred stock-based compensation                                               (285,194)        (11,250)
  Additional paid-in capital                                                     3,816,066         245,902
  Deficit accumulated during the development stage                              (9,725,988)     (1,003,840)
                                                                              ------------    ------------

           Total stockholders' deficit                                            (597,404)       (686,147)
                                                                              ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   $ 1,657,128       $ 196,469
                                                                             =============    ============
</TABLE>
See notes to consolidated financial statements.

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
WEALTHHOUND.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------------------------------
                                                                    PERIOD FROM                         PERIOD FROM
                                                                  APRIL 27, 1999                       APRIL 27, 1999
                                                                     (DATE OF                              (DATE OF
                                                                   INCEPTION) TO        YEAR ENDED     INCEPTION) TO
                                                                   DECEMBER 31,        DECEMBER 31,     DECEMBER 31,
                                                                       2000                2000             1999
<S>                                                           <C>              <C>                <C>
NET REVENUE - Related Parties                                        $ 208,000           $ 208,000          $       --
                                                                  ------------        ------------        ------------
OPERATING EXPENSES:
  Sales and marketing                                                  249,342             219,502              29,840
  Research and development                                             409,473             222,538             186,935
  General and administrative                                         6,611,289           5,829,852             781,437
  Depreciation                                                          41,878              40,641               1,237
  Stock-based compensation expense
    $1,309 and $-0- related to sales and marketing,
    $248,613 and $-0- related to research and
    development, and $1,677,819 and $-0-
    related to general and administrative for the
    periods ended December 31, 2000 and 1999, respectively           1,927,741           1,927,741                --
                                                                  ------------        ------------        ------------

Total operating expenses                                             9,239,723           8,240,274             999,449
                                                                  ------------        ------------        ------------

LOSS FROM OPERATIONS                                                (9,031,723)         (8,032,274)           (999,449)

OTHER INCOME                                                            29,728              29,728                --

INTEREST EXPENSE                                                      (723,993)           (719,602)             (4,391)
                                                                  ------------        ------------        ------------

NET LOSS                                                          $ (9,725,988)       $ (8,722,148)       $ (1,003,840)
                                                                  ============        ============        ============

NET LOSS PER COMMON SHARES  - Basic and diluted                   $      (0.15)       $      (0.12)       $      (0.02)
                                                                  ============        ============        ============

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING                                                66,965,214          75,536,036          54,367,138
                                                                  ============        ============        ============
</TABLE>
See notes to consolidated financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>
WEALTHHOUND.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>
                                                                                                  COMMON          DEFERRED
                                                                     NUMBER OF      COMMON        STOCK          STOCK-BASED
                                                                      SHARES         STOCK       WARRANTS        COMPENSATION
BALANCE, APRIL 27, 1999
  (DATE OF INCEPTION)                                                    --      $      --      $      --     $      --
  Issuance of common stock to founders of
    WealthHound, Inc.                                               5,000,000          5,000           --            --
  Exchange of WealthHound, Inc.
    Common stock with Bridgeport
    Communications, Inc.                                           (5,000,000)        (5,000)          --            --
  Acquisition of WealthHound, Inc. by Bridgeport
    Communications, Inc., through exchange of
    5,000,000 shares of WealthHound stock par value
    $.001 for 60,000,000 shares of Bridgeport stock,
    par value $.001                                                60,000,000         60,000           --            --
  Consolidation of Bridgeport
    Communications, Inc. in WealthHound, Inc.                      14,698,025         14,698           --            --
  Issuance of stock for services                                      175,000            175           --            --
  Issuance of warrants for services                                      --             --            8,168          --
  Deferred stock-based compensation                                      --             --             --         (11,250)
  Net loss                                                               --             --             --            --
                                                                  -----------    -----------    -----------   -----------

BALANCE, DECEMBER 31, 1999                                         74,873,025         74,873          8,168       (11,250)

  Issuance of common stock                                            900,000            900         39,430          --
  Issuance of common stock for services                                 1,000              1           --            --
  Issuance of warrants for services                                      --             --        1,413,559          --
  Issuance of warrants in connection with notes                          --             --           34,926          --
  Deferred stock-based compensation                                      --             --             --      (2,201,685)
  Amortization of deferred stock-based compensation                      --             --             --       1,927,741
  Issuance of warrants in connection with issuance of
   convertible debt and establishment of equity line                     --             --        4,025,855          --
  Beneficial conversion feature on issuance of convertible debt          --             --             --            --
  Net loss                                                               --             --             --            --
                                                                  -----------    -----------    -----------   -----------

BALANCE, DECEMBER 31, 2000                                         75,774,025    $    75,774    $ 5,521,938   $  (285,194)
                                                                  ===========    ===========    ===========   ===========

                                                                                      Deficit
                                                                                    Accumulated
                                                                     Additional     During the       Total
                                                                       Paid-in      Development  Stockholders'
                                                                       Capital         Stage        Deficit
BALANCE, APRIL 27, 1999
  (DATE OF INCEPTION)                                             $      --      $      --      $      --
  Issuance of common stock to founders of
    WealthHound, Inc.                                                 102,375           --          107,375
  Exchange of WealthHound, Inc.
    Common stock with Bridgeport
    Communications, Inc.                                                5,000           --             --
  Acquisition of WealthHound, Inc. by Bridgeport
    Communications, Inc., through exchange of
    5,000,000 shares of WealthHound stock par value
    $.001 for 60,000,000 shares of Bridgeport stock,
    par value $.001                                                   (60,000)          --             --
  Consolidation of Bridgeport
    Communications, Inc. in WealthHound, Inc.                         (14,698)          --             --
  Issuance of stock for services                                      201,975           --          202,150
  Issuance of warrants for services                                      --             --            8,168
  Deferred stock-based compensation                                    11,250           --             --
  Net loss                                                               --       (1,003,840)    (1,003,840)
                                                                  -----------    -----------    -----------

BALANCE, DECEMBER 31, 1999                                            245,902     (1,003,840)      (686,147)

  Issuance of common stock                                            718,003           --          758,333
  Issuance of common stock for services                                   999           --            1,000
  Issuance of warrants for services                                      --             --        1,413,559
  Issuance of warrants in connection with notes                          --             --           34,926
  Deferred stock-based compensation                                 2,201,685           --             --
  Amortization of deferred stock-based compensation                      --             --        1,927,741
  Issuance of warrants in connection with issuance of
   convertible debt and establishment of equity line                     --             --        4,025,855
  Beneficial conversion feature on issuance of convertible debt       649,477           --          649,477
  Net loss                                                               --       (8,722,148)    (8,722,148)
                                                                  -----------    -----------    -----------

BALANCE, DECEMBER 31, 2000                                        $ 3,816,066    $(9,725,988)   $  (597,404)
                                                                  ===========    ===========    ===========
</TABLE>
See notes to consolidated financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
WEALTHHOUND.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------------------------------
                                                            PERIOD FROM                   PERIOD FROM
                                                          APRIL 27, 1999                APRIL 27, 1999
                                                             (DATE OF                      (DATE OF
                                                          INCEPTION) TO    YEAR ENDED    INCEPTION) TO
                                                           DECEMBER 31,    DECEMBER 31,  DECEMBER 31,
                                                              2000            2000           1999
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>            <C>            <C>
  Net loss                                                 $(9,725,988)   $(8,722,148)   $(1,003,840)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation                                                41,878         40,641          1,237
    Amortization of deferred stock-based compensation        1,927,741      1,927,741           --
    Expense related to equity issued for services            3,726,524      3,516,206        210,318
    Other stock-based expense                                  987,283        987,283           --
    Changes in assets and liabilities:
      Increase in accounts receivable                          (70,780)       (70,780)          --
      Increase in other receivables                           (100,000)      (100,000)          --
      Increase in prepaid expenses                             (47,033)       (21,935)       (25,098)
      Increase in deposits and other current assets             (5,000)          --           (5,000)
      Increase in security deposits                           (244,388)      (244,388)          --
      Increase in notes receivable                             (47,536)       (47,536)          --
      Increase in accounts payable and accrued expenses        965,253        509,788        455,465
      Increase in deferred revenue                              22,083         22,083           --
                                                           -----------    -----------    -----------

           Net cash used in operating activities            (2,569,963)    (2,203,045)      (366,918)
                                                           -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Purchases of property and equipment                         (230,794)      (217,580)       (13,214)
                                                           -----------    -----------    -----------

           Net cash used in investing activities              (230,794)      (217,580)       (13,214)
                                                           -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                       865,708        758,333        107,375
  Proceeds from short-term borrowings - net                    766,000        343,500        422,500
  Proceeds from financing agreement                          1,150,450      1,150,450           --
  Increase in capital lease obligations                         34,994         30,343          4,651
                                                           -----------    -----------    -----------

           Net cash provided by financing activities         2,817,152      2,282,626        534,526
                                                           -----------    -----------    -----------
NET INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS           16,395       (137,999)       154,394

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                    --          154,394           --
                                                           -----------    -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                   $    16,395    $    16,395    $   154,394
                                                           ===========    ===========    ===========

SUPPLEMENTAL NONCASH TRANSACTIONS
  Amount paid for interest                                 $     4,630    $     4,630    $      --
                                                           ===========    ===========    ===========

   Fixed assets purchased with capital lease obligations   $    46,296    $    41,589    $     4,707
                                                           ===========    ===========    ===========
</TABLE>
See notes to consolidated financial statements.

                                      F-5
<PAGE>
WEALTHHOUND.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000 AND 1999 AND
PERIODS FROM APRIL 27, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999 AND 2000
--------------------------------------------------------------------------------

1.   ORGANIZATION

     WealthHound.com, Inc. (the "Company," a development stage enterprise), is a
     successor of Bridgeport Communications, Inc. ("Bridgeport"). Bridgeport (a
     Florida corporation) is a publicly traded company whose operations ceased
     during 1998. In July 1999, Bridgeport acquired all of the outstanding
     shares of common stock of WealthHound, Inc. ("WealthHound") by issuing 60
     million shares of its common stock ("WH Acquisition"). The management of
     WealthHound controlled the daily operations of the Company and subsequent
     to the WH Acquisition retained majority control. As a result, the WH
     Acquisition was accounted for as a reverse merger (Note 2). In July 1999,
     the Company changed its name from Bridgeport Communications, Inc. to
     WealthHound.com, Inc. On October 20, 2000, the Company incorporated in
     Delaware through a merger with a wholly-owned Delaware company formed for
     this purpose.

     In July 1999, WealthHound Trading Inc. ("Trading") was organized as a
     Florida Corporation, and is a wholly-owned subsidiary of WealthHound. In
     August 1999, OSRS Communications was organized as a Florida Corporation and
     is a wholly-owned subsidiary of the Company.

     In May 2000, envitro.com, Inc. ("envitro") was organized as a Delaware
     Corporation and is a wholly-owned subsidiary of WealthHound.

     In July 2000, WealthHound Securities, Inc. ("Securities") was organized as
     a Delaware Corporation and is a wholly-owned subsidiary of the Company.

     In August 2000, Securities entered into a merger agreement with WAP, Inc.,
     an authorized and registered broker-dealer and a member of the National
     Association of Securities Dealers, Inc. ("NASD") and the Securities
     Investment Protection Corp. ("SIPC"). The closing of the merger agreement
     was subject to various conditions, including WAP, Inc., obtaining NASD
     approval to expand its business operations, WAP, Inc. entering into an
     agreement with a clearing firm, and WAP, Inc., obtaining NASD approval of
     the merger, all of which were satisfied in February 2001 (see Note 12). On
     the closing of the merger, which took place on March 13, 2001, all of the
     outstanding shares of capital stock of WAP, Inc. immediately prior to the
     closing converted into the immediate right of WAP, Inc. to receive 100,000
     shares of common stock, $.001 par value of the Company.

     The Company was in the development stage of its business intent on creating
     a full service, one stop, financial service portal for diversified
     self-directed investors. Due to current market condition and its current
     cash position, the Company is no longer focused on building an online
     financial services company (see Note 2). The Company is now in the
     development stage of its web site design business, envitro, and its web
     site hosting company, OSRS.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
     the accounts of the Company and its subsidiaries. All significant
     intercompany balances and transactions have been eliminated in
     consolidation.

     REVERSE MERGER METHOD OF ACCOUNTING - Following the WH Acquisition,
     management of WealthHound became management of the Company. The former
     stockholders of WealthHound owned approximately 81% of the outstanding
     shares of common stock of the Company immediately following the WH
     Acquisition.

                                      F-6
<PAGE>

     In accordance with generally accepted accounting principles, the WH
     Acquisition was accounted for as a reverse merger. As a result, WealthHound
     is considered to be the acquiring entity and Bridgeport the acquired entity
     for accounting purposes, even though Bridgeport is the acquirer for legal
     purposes. The historical financial information of WealthHound became the
     historical financial information of the Company and historical
     stockholders' equity and earnings per share prior to the merger have been
     retroactively restated for the equivalent number of shares received in the
     merger. The financial statements subsequent to the WH Acquisition include:
     (1) the balance sheet with the net assets of WealthHound at historical
     costs; and (2) the results of operations of WealthHound through the date of
     the WH Acquisition and the results of operations of the Company after the
     acquisition date.

     BASIS OF PRESENTATION - The financial statements of the Company have been
     prepared in conformity with Statement of Financial Accounting Standards
     ("SFAS") No. 7, Accounting and Reporting by Development Stage Enterprises.
     As a development stage entity with no commercial operating history, the
     Company is subject to all of the risks and expenses inherent in the
     establishment of a new business enterprise. To address these risks and
     expenses, the Company must, among other things, respond to competitive
     developments; attract, retain and motivate qualified personnel; and support
     the expense of marketing new services based on innovative technology. The
     Company has only realized revenue principally from providing web site
     development services to related parties. As a result of incurring expenses
     in these developmental activities without generating revenues, the Company
     has incurred significant losses and negative cash flow from operating
     activities, and as of December 31, 2000, the Company has accumulated net
     losses of $9,725,988. The Company expects to incur substantial losses and
     negative cash flow from operating activities which raises substantial doubt
     about the Company's ability to continue as a going concern for the
     foreseeable future.

     The Company has not generated cash from operating activities since
     inception. The Company had cash of $16,395 at December 31, 2000. The
     Company has entered into an agreement, which, subject to certain conditions
     being met, will provide for access to additional funding in 2001 (Note 11).
     The Company does not expect that it will be able to meet those certain
     conditions to obtain additional financing in 2001. Should the Company not
     obtain access to the additional funding described above it may not be able
     to realize its assets and discharge its liabilities in the normal course of
     business. Although the Company's Chairman and Chief Executive Officer has
     no obligation to fund the Company, the Company anticipates to be able to
     meet its working capital requirements through loans from the Company's
     Chairman and Chief Executive Officer.

     CASH EQUIVALENTS - For the purposes of the statement of cash flows, the
     Company considers all short-term, highly liquid investments with an
     original maturity of three months or less to be cash equivalents.

     REVENUE RECOGNITION - The Company was in the development stage of its
     product creating a full service, one stop financial services portal for
     diversified self-directed investors. No revenues have been generated from
     this business. The Company has moved away from the online financial
     services industry and has focused its attention on building envitro, its
     subsidiary that designs and builds websites and records revenue upon
     completion of such projects. For the year ended December 31, 2000, $206,375
     has been recognized as revenue. Additionally, through a wholly-owned
     subsidiary, the Company provides web-hosting services. For the year ended
     December 31, 2000, $1,625 has been recognized as revenue.
     Fair Value of Financial Instruments - The Company's financial instruments,
     including cash equivalents, accounts receivable, accounts payable and notes
     payable are carried at cost, which approximates their fair value because of
     the short-term maturity of these instruments.

     EFFECTS OF RECENTLY ISSUED ACCOUNTING STANDARDS - In June 1998, the
     Financial Accounting Standards Board issued Statement of Financial
     Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments
     and Hedging Activities, which is effective for all fiscal years beginning
     after June 15, 2000. SFAS 133, as amended, establishes accounting and
     reporting standards for derivative instruments, including certain
     derivative instruments embedded in other contracts and for hedging
     activities. Under SFAS 133, certain contracts that were not formerly
     considered derivatives may now meet the definition of a derivative. The
     Company will adopt SFAS 133 effective January 1, 2001. Management does not
     expect the adoption of SFAS 133 to have a significant impact on the
     financial position, results of operations, or cash flows of the Company.

                                      F-7
<PAGE>

     PROPERTY AND EQUIPMENT - Property and equipment are stated at cost, less
     accumulated depreciation. Depreciation is recorded on the straight-line
     method over the estimated useful lives of the related assets. The Company
     depreciates furniture and equipment over five years. Leasehold improvements
     are capitalized and amortized on the straight-line basis over the shorter
     of their useful life or the term of the related lease. Maintenance and
     repairs are expensed as incurred. When property or equipment is retired or
     otherwise disposed of, related costs and accumulated depreciation are
     removed from the accounts and any resulting gain or loss is included in
     operations.

     The Company reviews assets for impairment whenever events or changes in
     circumstances indicate the carrying value of the asset may not be
     recoverable. A determination of impairment, if any, is made based on
     estimates of undiscounted future cash flows. For the periods ended December
     31, 1999 and 2000, there have been no asset impairments.

     USE OF ESTIMATES - The preparation of financial statements in accordance
     with accounting principles generally accepted in the United States of
     America requires management to make estimates and assumptions that affect
     the amounts reported in the financial statements and accompanying notes.
     Actual results could differ from these estimates.

     STOCK-BASED COMPENSATION - Stock-based compensation is recognized using the
     intrinsic value method prescribed in Accounting Principles Board ("APB")
     Opinion No. 25, Accounting for Stock Issued to Employees, and related
     interpretations. Accordingly, compensation expense for stock options is
     measured as the excess, if any, of the fair value of the Company's stock at
     the date of the grant over the amount an employee must pay to acquire the
     stock and is amortized over the vesting period. The Company has adopted the
     disclosure provisions of SFAS No. 123, Accounting for Stock-Based
     Compensation, which requires the Company to disclose the pro forma effects
     on earnings and earnings per share as if SFAS No. 123 had been adopted.

3.   STOCK OPTIONS

     Effective March 8, 2000, the Company established a stock option plan (the
     "Plan"). The Plan provides for the grant to employees of the Company of
     incentive stock options to purchase shares of the Company's common stock.
     The Plan also provides for the grant to certain employees, officers,
     directors and consultants of the Company of nonqualified options to
     purchase shares of the Company's common stock. The Plan is administered by
     a committee appointed by the Board of Directors which determines the terms
     of the options granted, including the exercise price, the number of shares
     subject to option, and the option vesting period. The term of each Option
     shall be the term stated in the Option Agreement; provided, however, that
     the term shall be no more than ten (10) years from the date of grant
     thereof or such shorter term as may be provided in the Option Agreement.
     The maximum aggregate number of shares that may be optioned and granted
     under the Plan is 15,000,000 shares of common stock. Stock options
     outstanding at December 31, 2000 have exercise prices between $.10 and
     $1.00 and a weighted average contractual life of 1.7 years.

     In December 1999, 95,000 stock options were issued in anticipation of the
     adoption of a stock option plan which was adopted on March 8, 2000 by the
     Board of Directors. Also, at that time, the Board of Directors ratified
     these options.

     The following table summarizes stock option plan activity:

                                      F-8
<PAGE>

                                               WEIGHTED AVERAGE
                                                            EXERCISE
                                             OPTIONS          PRICE

Granted                                             95,000      $ 0.89
Canceled                                           (70,000)       0.93
Exercised                                               -           -
                                                ----------        ----

Outstanding at December 31, 1999                    25,000        0.80

Granted                                         10,156,369        0.25
Canceled                                        (4,473,682)       0.35
Exercised                                               -           -
                                                ----------        ----

Outstanding at December 31, 2000                5,707,687      $ 0.16
                                                =========      ======

     A total of 816,687 options with a weighted average exercise price of $0.24
     per share were exercisable as of December 31, 2000. No options were
     exercisable as of December 31, 1999.

     The Company recorded $2,201,685 and $11,250 of deferred stock-based
     compensation as of December 31, 2000 and 1999, respectively, as a result of
     granting stock options with exercise prices below the estimated fair value
     of the Company's common stock at the date of grant. Deferred stock-based
     compensation has been presented as a component of stockholders' deficit and
     is being charged to expense over the vesting period of the applicable
     options.

     Pro forma information assuming the Company had accounted for its employee
     stock options granted under the fair value method prescribed by SFAS No.
     123 is presented below. The per share weighted-average fair value of stock
     options granted through the year ended December 31, 2000 was $.50 on the
     date of grant using the Black-Scholes option pricing model (80%
     volatility). The fair value of options was estimated using a risk-free
     interest rate of 6%, a dividend yield of 0%, and a weighted average
     expected life of two years.

                                           YEAR                   PERIOD
                                           ENDED                  ENDED
                                       DECEMBER 31,            DECEMBER 31,
                                           2000                    1999

Net loss:
  As reported                          $(8,722,148)            $(1,003,840)
  Pro forma                             (9,035,443)             (1,003,840)

Basic loss per share:
  As reported                              $ (0.12)                $ (0.02)
  Pro forma                                  (0.12)                  (0.02)

4.    NET LOSS PER COMMON SHARE

     The Company computes net loss per common share in accordance with SFAS No.
     128, Earnings Per Share. Under SFAS No. 128, the Company is required to
     present basic and diluted earnings per share, if applicable. Basic earnings
     per share are calculated based on weighted average number of shares
     outstanding during the period. Diluted earnings per share calculation would
     include the weighted average number of shares outstanding and gives effect
     to potentially dilutive common shares such as options, warrants and
     convertible debt and preferred stock outstanding.

     Net loss per common share for the year ended December 31, 2000 and period
     ended December 31, 1999 is based on the weighted average number of shares
     of common stock outstanding during the periods. Potentially dilutive

                                      F-9
<PAGE>

     securities include convertible notes. The effect of the assumed conversion
     of the $1,500,000 convertible notes into approximately 25,000,000 shares of
     common stock at December 31, 2000 has not been included in the calculations
     of net loss per common share as their effect would be antidilutive.
     Therefore, there is no difference between the basic and diluted net loss
     per common share for any of the periods presented.

5.    PROPERTY AND EQUIPMENT
     Property and equipment - net consists of the following:


                                                           DECEMBER 31,
                                                       2000            1999

Computer equipment                                  $ 110,171        $13,214
Furniture, fixtures and equipment                     120,623              -
                                                    ---------        -------

                                                      230,794         13,214

Less accumulated depreciation                         (41,878)        (1,237)
                                                    ---------        -------
Property and equipment - net                        $ 188,916        $11,977
                                                    =========        =======

     Depreciation expense for the years ended December 31, 2000 and 1999 was
     $40,641 and $1,237, respectively. Included in computer equipment is
     equipment purchased with capital lease obligations of $46,296 and $4,707 at
     December 31, 2000 and 1999, respectively.

6.    NOTES PAYABLE

     At December 31, 2000 and 1999, notes payable consist of nineteen and
     fourteen individual notes, respectively. These notes are short-term
     borrowings with maturities of less than one year with interest rates
     ranging between 8% and 11.5% per annum.

     At December 31, 2000 and 1999, notes payable to related parties totaled
     $173,000 and $44,500, respectively, with interest rates of 8% to 10% and
     10% per annum, respectively.

7.    ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses consist of the following:

                                                    DECEMBER 31,
                                                2000            1999

Accounts payable                             $244,808        $      -
Accrued expenses                              339,923          81,097
Interest payable                               74,172           4,268
                                             --------        --------
                                             $658,903        $ 85,365
                                             ========        ========

                                      F-10
<PAGE>

8.   RELATED PARTY TRANSACTIONS

     In July 1999, the Company issued an aggregate of 60,000,000 shares of its
     common stock to the following individuals and entities:

     o    Rebecca J. Brock ("Ms. Brock"), a beneficial owner of the Company's
          common stock and the wife of Michael D. Farkas ("Mr. Farkas"), the
          Company's Chairman and Chief Executive Officer;

     o    Eric T. Seiden, at the time a beneficial owner of the Company's common
          stock;

     o    Matthew C. Sher, at the time a beneficial owner of the Company's
          common stock;

     o    Scott B. Mager, one of the Company's former directors;

     o    Quentin Road Productions ("Quentin"), a beneficial owner of the
          Company's common stock. Ms. Brock was the former Chairman and CEO of
          Quentin and Mr. Farkas was a former beneficial owner of the common
          stock of Quentin; and

     o    First Security Investments, a beneficial owner of the Company's common
          stock, in exchange for their shares of common stock of WealthHound,
          Inc.

     The Company values warrants by utilizing the Black-Scholes pricing model
     with a volatility of 80%, discount rate of 6%, a dividend yield of 0% and
     an expected life of two years.

     In July 1999 and June 2000, the Company issued to Atlas Equity Group, Inc.
     ("Atlas"), a beneficial owner of the Company's common stock and an
     affiliate of Mr. Farkas, promissory notes in the amount of $7,000 and
     $40,000, respectively. The promissory notes bear interest at a rate of
     8.25% and 10% per annum, respectively, and were due and payable in January
     2000 and July 2000, respectively. These notes were paid in March 2000 and
     July 2000, respectively. In addition, in June 2000 the Company issued to
     Atlas a warrant to purchase 80,000 shares of its common stock. The warrants
     were valued at $18,804 and were recorded as a discount on notes payable.

     In October 1999, the Company issued to Master Communication Corp.
     ("Master") three promissory notes aggregating $37,500. The promissory notes
     each bear interest at a rate of 8.25% per annum and were due and payable in
     April 2000. These notes were paid prior to December 31, 2000. Mr. Farkas
     was a beneficial owner of Master's common stock.

     Between November 1999 and December 2000, the Company issued to Ostonian
     Securities Limited ("Ostonian") eight promissory notes aggregating
     $203,000. The promissory notes bear interest at rates between 8% to 10% per
     annum and were due and payable on dates ranging from January 2000 through
     January 2001. As of December 31, 2000, notes of $173,000 remained payable.
     Atlas Equity Group, Inc. acts as an advisor and consultant to Ostonian.

     During February 2000, the Company issued to Mr. Farkas a series of
     promissory notes aggregating $57,500. The promissory notes each bear
     interest at a rate of 8.25% per annum and were due and payable on dates
     ranging from February 2000 through March 2000. These notes were paid prior
     to December 31, 2000.

     In June 2000, the Company issued to Donald Engel, a beneficial owner of the
     Company's common stock, a warrant to purchase 4,000,000 shares of its
     common stock, in consideration for services rendered. The warrant was
     valued at $1,413,559 and recorded as consulting expense.

     In July 2000 and November 2000, the Company issued to Libra Finance S.A.
     ("Libra"), a beneficial owner of the Company's common stock, warrants to
     purchase 1,250,000 and 2,500,000 shares, respectively, of the Company's
     common stock as finders fee in connection with identifying certain
     investors in the Company. These warrants were valued at $540,000 and
     $125,000, respectively, recorded as deferred financing fees, and are being
     amortized over the life of the notes issued.

                                      F-11
<PAGE>

     In July 2000, the Company also issued to Libra warrants to purchase
     6,000,000 shares of the Company's common stock as finders fees in
     connection with the execution of an equity line of credit agreement. These
     warrants were valued at $1,980,000 and recorded on the balance sheet at
     issuance as deferred financing fees; however, since the equity line did not
     close as of December 31, 2000, the entire amount was charged to general and
     administrative expense.

     The following additional related party transactions occurred through
December 31, 2000:

     o    In connection with the WH Acquisition, Atlas earned a $250,000
          consulting services fee. Such fee has been accrued and is included in
          the accompanying financial statements in current liabilities.

     o    During the periods ended December 31, 2000 and 1999, Atlas charged the
          Company $4,419 and $9,067, respectively, for office rent and
          administrative services.

     o    During the period ended December 31, 1999, M&E Capital, a company
          owned by two of the Company's stockholders, charged the Company $8,000
          for office rent and administrative services. During the year ended
          December 31, 2000, the Company purchased office equipment and
          furnishings from M&E Capital in the aggregate amount of $25,666.

     o    Prior to December 31, 2000, the Company entered into a contractual
          relationship with Hipstyle.com, Inc. ("Hipstyle"), a company that is
          owned in majority by Atlas, to build a web site, and paid the Company
          $54,293 relating to this contract.

     o    Prior to December 31, 2000, the Company entered into a contractual
          relationship with I-carauction.com, I-realtyauction.com, I-teleco.com,
          Wisedriver.com, Inc., and Atlas Capital Services LLC, each of which
          are companies of which Mr. Farkas is a beneficial owner. During the
          year ended December 31, 2000, the companies paid $50,000, $50,000,
          $18,538, $35,000, and $20,000, respectively, for web-site design
          services.

     o    During the year ended December 31, 2000, the Company charged
          Wisedriver.com, Inc. and Concept Digital, companies that are primarily
          owned by Mr. Farkas, $9,500 and $4,000, respectively, for office rent
          and administrative charges.

9.   INCOME TAXES

     In accordance with SFAS No. 109 the Company has computed the components of
     deferred income taxes as follows:

                                                                 DECEMBER 31,
                                                            2000         1999

Deferred tax assets - net operating loss carryforwards  $ 1,872,992   $ 365,020
Valuation allowance                                      (1,872,992)   (365,020)
                                                         ----------    --------

Deferred tax asset, net                                 $      -      $    -
                                                         ==========    ========


     Based on the Company's earnings history and uncertainty regarding future
     profitability, a 100% valuation allowance has been provided against the
     deferred tax asset at December 31, 2000 and 1999.

     The effective tax rate varies from the U.S. Federal statutory tax rate for
     both the periods ended December 31, 2000 and 1999, principally due to the
     following:

                                      F-12
<PAGE>

U.S. statutory tax rate                             34%
State and local taxes                               12
Valuation allowance                                (46)
                                                  ------

Effective rate                                       -%
                                                  ======

10.  COMMITMENTS AND CONTINGENCIES

     Leasing Arrangements - The Company entered into an operating lease for
     office space which commenced in July 2000 and expires in March 2010. In
     addition to the fixed annual rent and electric charges, the lease provides
     for annual escalations based on increases in real estate taxes, utilities,
     and operating expenses.

     The following is a schedule of minimum future rental expense under the
     noncancelable operating lease for office space:

      YEAR ENDED
      DECEMBER 31,
        2001                               366,581
        2002                               366,581
        2003                               366,581
        2004                               366,581
        Thereafter                       1,924,550
                                         ---------
        Total minimum future rentals    $3,390,874
                                        ==========

     On February 2, 2001, the Company reached an agreement with its landlord to
     cancel its lease (Note 12).

     In addition, the Company leases certain computer hardware under capital
     lease arrangements. Minimum future lease payments under capital leases are
     as follows:

     YEAR ENDING DECEMBER 31,
        2001                                            $20,460
        2002                                             20,281
        2003                                              1,878
                                                        -------

        Total minimum lease payments                     42,619

        Less amounts representing interest                7,624
                                                        -------

        Present value of net minimum lease              $34,995
                                                        =======

     LEGAL - The Company is involved in various claims that arose in the
     ordinary course of its businesses. In management's opinion, the settlement
     of such claims would not have a material adverse effect on the Company's
     consolidated financial position or results of its operations.

11.  DEBT FINANCING

     FINANCING - In July 2000 and November 2000, the Company entered into
     subscription agreements with several investors pursuant to which the
     Company issued, at the closing, $1,250,000 and $250,000, respectively, in
     8%, two-

                                      F-13
<PAGE>

     year convertible notes. The notes are convertible at any time into common
     stock of the Company at a per share price determined at the time of
     conversion, equal to the lower of: (i) eighty percent of the average of the
     lowest closing bid prices for the common stock on the OTC Pink Sheets for
     the three trading days prior to but not including the closing date, or (ii)
     75% of the average of the three lowest closing bid prices for the common
     stock for the thirty trading days preceding the conversion date. Since the
     fair value of the common stock into which the notes are convertible on
     their date of issuance exceeds the fair value of the notes, a beneficial
     conversion feature exists. The intrinsic value of this beneficial
     conversion feature is $649,477, which is being amortized over the life of
     the notes. Interest expense of $144,860 relating to amortization of this
     feature has been recorded for the year ended December 31, 2000.

     In addition, the holders of the notes received warrants to purchase
     3,750,000 shares of common stock at between $.65 and $.75 per share. The
     Company recorded warrants of $705,575, which represents an allocation of
     face value of the notes, based on the relative fair values of the warrants
     and the notes. During the year ended December 31, 2000, $176,394 of the
     note discount which arose from such allocation has been amortized to
     interest expense.

     Warrants to purchase 5,000,000 shares of common stock at between $0.29 and
     $0.75 per share were granted as finders fees relating to the notes. The
     fair value of these warrants on their grant date was determined to be
     $1,205,000. This amount is being amortized over the two-year life of the
     notes. During the year ended December 31, 2000, the Company recorded
     interest expense of $280,417 relating to such amortization.

     Under the subscription agreements referred to in the preceding paragraph,
     the Company, subject to the satisfaction of certain conditions, has the
     option to obtain additional investments in convertible notes totaling
     $2,250,000. The conditions for these additional investments include various
     minimum price and trading volume requirements and the requirements that the
     Company be a reporting company under the Securities Exchange Act of 1934,
     its shares be registered on the OTC Bulletin Board or other principal
     market, and the effectiveness of a resale registration statement (the
     "Registration Statement") filed under the Securities Act of 1933.

     Under a Private Equity Line of Credit Agreement entered into July 3, 2000
     (the "Equity Line"), the Company may from time to time, for two years after
     the Registration Statement has become effective and subject to various
     other conditions, cause an investor to purchase common stock of the Company
     at 88% of market prices over a 14-day forward looking period. The amount
     which can be raised at any one occasion varies depending on the then
     current market price and trading volume. This Equity Line could produce up
     to an additional $12,200,000 in financing. The Company does not expect that
     it will be able to meet those certain conditions to obtain additional
     financing in 2001. Should the Company not obtain access to the additional
     funding described above it may not be able to meet its obligations as they
     come due, but anticipates to be able to meet its working capital
     requirements through loans from the Company's Chairman and Chief Executive
     Officer. The Company has agreed to pay 12% in finder's fees for amounts
     received in this financing.

     In connection with the above financing, the Company also issued warrants to
     acquire 6,000,000 shares of common stock at between $1.00 and $1.25 per
     share. The fair value of these warrants was recorded on the balance sheet
     at issuance as deferred financing fees, however, since the equity line did
     not close as of December 31, 2000, the entire amount was charged to general
     and administrative expense.

     The Company has agreed to a timetable to cause the Registration Statement
     to be declared effective under the Securities Act of 1933. Failure to meet
     such timetable will subject the Company to a penalty equal to 2% per month
     of the $1,500,000 principal amount of the notes outstanding or $25,000 per
     month.

     On November 2, 2000 the investors subscribed to $250,000 in convertible
     notes and waived the Company's obligation to satisfy the specified
     conditions until April 30, 2001. In connection with the issuance of the
     convertible notes, the Company: (1) incurred $30,000 in direct expenses,
     (2) agreed to lower the exercise price of 7,250,000 warrants previously
     issued to $0.50 per share from $0.65 to $1.25 per share, (3) issued as a
     finder's fee warrants to purchase 2,500,000 shares of common stock at $0.29
     per share and (4) the convertible notes were personally guaranteed by Mr.
     Farkas and his wife, Rebecca Farkas.

     The lowering of the exercise prices of the warrants referred to above
     constitutes a modification, and, in effect, represents a reissuance of
     these warrants. These warrants were re-valued at the date of modification
     using the Black-

                                      F-14
<PAGE>

     Scholes pricing model. As a result, the Company recorded additional
     deferred fees of $135,280 and interest expense of $1,136 relating to these
     warrants.

     All of the warrants above have been valued by utilizing the Black-Scholes
     pricing model with a volatility of 80%, discount rate of 6%, a dividend
     yield of 0% and an expected life of two years.

12.  SUBSEQUENT EVENTS

     On February 2, 2001, the Company reached an agreement with its landlord to
     cancel its lease. In connection with the lease cancellation, the landlord
     returned the security deposit in the amount of $244,388 and reimbursed the
     Company for improvements to the premises totaling $100,000.

     On February 2, 2001, the Company entered into a 5-year sublease agreement
     with Atlas Capital Services, LLC, a company owned by Mr. Farkas. Monthly
     rental payments of $8,780 are due under the sublease agreement.
     Furthermore, the sublease agreement provides for a cancellation option on
     each anniversary date provided that six months notice is given.

     On February 22, 2001, the NASD approved the merger by and among the
     Company, WealthHound Securities, and WAP, Inc. On March 13, 2001, the
     merger closed and WAP, Inc. became a wholly-owned subsidiary of the
     Company.

     On February 27, 2001, the Company was in default of its $1,250,000 of
     convertible notes (issued in July 2000). Such notes' principal and interest
     are immediately due and payable as a result of the fact that its
     registration statement was not declared effective by the above date. The
     Company believes that it will be in default of its $250,000 convertible
     notes (issued in November 2000) and such notes' principal and interest will
     be immediately due and payable on April 30, 2001 as a result of the fact
     that its registration statement will not be declared effective on that
     date. In addition, the Company owes penalty interest accruing at a rate of
     $25,000 per month since December 1, 2000 and $122,000 in damages to the
     holders of the notes and $25,000 in damages to the finders of the notes.
     The Company will be unable to obtain certain additional financing that may
     otherwise have been available to it under the agreements relating to the
     convertible notes.

     On March 30, 2001, the Company entered into a stock purchase agreement with
     The Atlas Group of Companies, LLC ("Atlas Group") for the sale of WAP, Inc.
     The purchase price of the transaction is $109,000. The transaction is
     subject to numerous conditions, including approval by the NASD of the sale.
     In addition, Atlas Group agreed to assume all of the obligations and
     expenses of the broker-dealer pending the approval of the change in control
     by the NASD, including but not limited to, $25,000 in consulting fees, in
     connection with the broker-dealer. Atlas Group is owned and controlled by
     Mr. Farkas. Further, the Company's President and Chief Financial Officer is
     also the President of Atlas Group.

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