4 1 form4mdf.txt FORM 4 - MICHAEL D. FARKAS --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0287 Expires: September 30, 1998 Estimated average burden hours per response......0.5 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |_| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) ================================================================================ 1. Name and Address of Reporting Person* Farkas Michael D. -------------------------------------------------------------------------------- (Last) (First) (Middle) c/o WealthHound.com, Inc., 225 Broadway, Suite 910 -------------------------------------------------------------------------------- (Street) New York NY 10007 -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Issuer Name and Ticker or Trading Symbol WealthHound.com, Inc. ("WLTH") ================================================================================ 3. IRS or Social Security Number of Reporting Person (Voluntary) ================================================================================ 4. Statement for Month/Year April 2001 ================================================================================ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X] Director [X] 10% Owner [X] Officer (give title below) [ ] Other(specify below) Chairman and Chief Executive Officer ------------------------------------ ================================================================================ 7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person ================================================================================ Table I-- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over) * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: (1) On April 11, 2001, I-incubator.com, Inc. ("I-incubator") spun-off to its shareholders 1,500,000 shares of WealthHound.com, Inc. common stock (the "I-incubator Spin-Off"). (2) Reflects the aggregate number of shares directly acquired by Mr. Farkas in connection with the I-incubator Spin-Off. (3) Reflects the aggregate number of shares indirectly disposed of by Mr. Farkas in connection with the I-incubator Spin-Off. Mr. Farkas is the President of Atlas Equity Group which is a shareholder of I-incubator. (4) Reflects the aggregate number of shares indirectly acquired by Mr. Farkas in connection with the I-incubator Spin-Off (see note 5 below). (5) Includes (i) 25,515,246 shares held by Mr. Farkas' wife, Rebecca J. Farkas (15,246 shares of which were received in the I-incubator Spin-Off), (ii) 15,002,697 shares held by First Security Investments over which Mr. Farkas has a verbal voting control agreement (2,697 shares of which were received in the I-incubator Spin-Off), (iii) 315,469 shares held by The Farkas Group, Inc. of which Mr. Farkas is the sole shareholder (204,600 shares of which were received in the I-incubator Spin-Off), (iv) 439,582 shares held by Atlas Equity Group of which Mr. Farkas is the President (317,540 shares of which were received in the I-incubator Spin-Off), (v) 670,000 shares held by Warrior Equity Partners, Inc. of which Mr. Farkas is the sole shareholder, and (vi) 410,934 shares held by GSM Communications, Inc. of which Mr. Farkas is the President (170,934 shares of which were received in the I-incubator Spin-Off). (6) Warrant to purchase 80,000 shares of the common stock of WealthHound.com, Inc. is held by Atlas Equity Group of which Mr. Farkas is the President. /s/ Michael D. Farkas 6/13/01 --------------------- ------- **Signature of Reporting Person ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Date Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not Page 2 required to respond unless the form displays a currently valid OMB Number. SEC 1474(7-96)

WEALTHHOUND COM INC 4