U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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


                                 FORM 10-QSB


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

For the quarterly period ended September 30, 2002


                                          or

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

For the transition period from to

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


Commission File Number 000-29707

                             GREENHOLD GROUP, INC.

 (Exact Name of Small Business Issuer as Specified in Its Charter)

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

                   Florida                          65-0910697
          (State of incorporation)    (I.R.S. Employer Identification No.)

                          1995 E. Oakland Park Boulevard
                                    Suite 350
                            Oakland Park, Florida 33306
                    (Address of principal executive offices)


                  Registrant's telephone number: (954) 564-0006


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

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 ----


Number of outstanding shares of the Issuer's common stock
as of November 18, 2002:  8,860,040


<PAGE>

Greenhold Group, Inc. Index to Form 10-QSB

Part 1   Financial Information

Item 1.  Financial Statements (Unaudited)


Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Item 3.  Controls and Procedures

Part II  Other Information


Item 6.  Exhibits and Reports on Form 8-K



<PAGE>


Part I.  Financial Information


Item 1.  Financial Statements


                    GREENHOLD GROUP, INC & SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                             SEPTEMBER 30, 2002
                                 (Unaudited)

                                   ASSETS

CURRENT ASSETS
 Cash                                                        $   35,034
 Accounts receivable, net of allowance for
  doubtful accounts of $3,030                                    41,328
 Current portion of note receivable - buyer
  of subscriber lists                                            17,883
                                                             ----------
     Total Current Assets                                        94,245
                                                             ----------

PROPERTY, FURNITURE AND EQUIPMENT
 - NET                                                          479,535
                                                             ----------

OTHER ASSETS
 Note receivable - buyer of subscriber lists, less
  current portion                                                50,222
 Investment in subsidiary                                       295,625
 Domaine name rights - net                                    4,657,501
 Registry set-up fee - net                                       40,833
 Registration fee - net                                           7,000
 Deposits                                                         7,860
                                                             ----------
Total Other Assets                                            5,059,041
                                                             ----------

TOTAL ASSETS                                                 $5,632,821
                                                             ==========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Note payable - bank                                         $   30,230
 Accounts payable and accrued expenses                        1,162,105
 Current portion of notes payable                               102,382
 Current portion of notes payable - stockholders              1,261,179
                                                             ----------
     Total Current Liabilities                                2,555,896

LONG-TERM DEBT LIABILITIES
 Notes payable, less current portion                             25,115
 Notes payable - stockholders, less current portion           3,000,000
                                                             ----------
     Total Long-Term Liabilities                              3,025,115
                                                             ----------
TOTAL LIABILITIES                                             5,581,011
                                                             ----------

MINORITY INTEREST                                                47,808
                                                             ----------

STOCKHOLDERS' EQUITY
 Common stock, $.001 par value 50,000,000
  shares authorized, 8,860,040 issued
  and outstanding                                                 8,860
 Additional paid-in capital                                   5,571,049
 Deficit                                                     (5,575,907)
                                                             ----------

TOTAL STOCKHOLDERS' EQUITY                                        4,002
                                                             ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $5,632,821
                                                             ==========

      Read accompanying Notes to Condensed Financial Statements.



<PAGE>                                3



                   GREENHOLD GROUP, INC. & SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                   Three Months             Nine Months
                                               Ended September 30,       Ended September 30,
                                              2002            2001       2002          2001
                                              ----            ----       ----          ----
<S>                                        <C>            <C>           <C>            <C>

REVENUES
 Access fees                               $ 102,126      $  329,917    $   744,302      $ 749,637
 Domain name registrations                    57,408             -          190,191            -
 Other                                        53,868          11,762        162,223         62,864
                                           ----------     -----------   -----------     -----------
     Total Revenues                          213,402         341,679      1,096,716        812,501

COST OF REVENUES                             112,870         173,481        458,053        349,277
                                           ----------     -----------   ------------     ----------
GROSS PROFIT                                 100,532         168,198        638,663        463,224
                                           ----------     -----------   ------------     ----------
EXPENSES
 General and administrative                  563,528         240,190      1,373,500        811,678
 Depreciation and amortization               294,955         375,592        758,980      1,090,732
 Interest expense                            143,171          17,771        294,915         41,171
 Minority interest in net income                 552             551          1,654          1,640
                                           ----------     -----------   ------------     ----------
Total Expenses                             1,002,206         634,104      2,429,049      1,945,221
                                           ----------     -----------   ------------     ----------
OPERATING (LOSS)                            (901,674)       (465,906)    (1,790,386)    (1,481,997)

OTHER INCOME
 Income on sale of subscribers               280,783            -           229,642           -
 Income from subsidiary                      198,883            -           198,883           -
                                           ----------     -----------   ------------    -----------
Total Other Income                           479,666            -           428,525           -
                                           ----------     -----------   ------------    -----------
NET (LOSS)                                 $(422,008)      $(465,906)   $(1,361,861)   $(1,481,997)
                                           ==========     ===========   ============   ============
(LOSS) PER SHARE                           $    (.04)      $    (.05)   $      (.14)    $     (.17)
                                           ==========     ===========   ============   ============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                        9,497,897       8,668,016       9,420,040     8,597,649
                                           ==========     ===========   ============    ===========

</TABLE>

          Read accompanying Notes to Condensed Financial Statements.


<PAGE>                                 4



                  GREENHOLD GROUP, INC. & SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
              NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                 (Unaudited)


                                                   2002           2001
                                                   ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)                                    $(1,361,861)   $(1,481,997)
  Adjustments to reconcile net
  loss to net cash provided by
  (used in) operating activities:
    Depreciation and amortization                   758,980      1,090,732
    Minority interest in net income                   1,654          1,640
    Common stock issued for services                250,000           -
    Gain on sale of subscriber lists               (229,642)          -
    (Increase) decrease in:
     Accounts receivable                             18,518        (33,116)
     Other current assets                             -              9,164
     Deposits                                          (450)          -
    Increase (decrease) in:
     Accounts payable and accrued
      expenses                                      551,043        130,708
     Deferred revenue                               (67,467)        22,314
     Due to related party                           (32,614)          -
                                                ------------   ------------
NET CASH USED IN
 OPERATING ACTIVITIES                              (310,722)      (260,555)
                                                ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Net advances from subsidiary                      32,958             -
 Cash acquired from acquisition                       906           5,804
 Cash paid for acquisitions                           -           (70,000)
 Proceeds received on sale of
  subscriber lists                                622,966             -
 Cash received from repayment of note
  receivable - buyer of subscriber lists            7,895             -
 Increase in subscriber list                          -           (54,483)
 Purchase of furniture and equipment              (69,822)        (68,167)
                                                ----------       ---------
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                             594,903        (186,866)
                                                ----------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from note payable - bank                 50,383             -
 Repayment of notes payable - bank                (20,153)            -
 Proceeds from notes payable -
  stockholders                                    104,477         383,922
 Repayment of notes payable -
  stockholders                                   (253,720)            -
 Repayment of notes payable                      (128,714)        (56,149)
 Repayment of capital lease obligation             (8,343)            -
 Proceeds from issuance of common stock               -           119,280
NET CASH (USED IN) PROVIDED BY                  ----------       ---------
 FINANCING ACTIVITIES                            (256,070)        447,053
                                                ----------       ---------

NET INCREASE (DECREASE) IN CASH                    28,111            (368)
CASH - BEGINNING                                    6,923          62,975
                                                ----------      ----------
CASH - ENDING                                   $  35,034       $  62,607
                                                ==========      ==========

        Read accompanying Notes to Condensed Financial Statements.

<PAGE>                                 5



                   GREENHOLD GROUP, INC. & SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                 (Unaudited)



                                                  2002           2001
                                                  ----           ----
SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION:
  Cash paid during the year for:
   Interest                                    $   31,035       $  2,001
                                               ==========       ========

SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:

 Common shares issued and debt assumed
 upon acquisition of all of the outstanding
 common shares of Ictransnet, Inc.             $  230,611       $   -
                                               ==========       ========
 Common shares issued and notes payable
 incurred upon acquisition of all of
 the outstanding common shares of
 Dot (SR), Inc.                                $5,000,000       $   -
                                               ==========       ========
 Common shares issued for bulk web
 hosting software.                             $  250,000       $   -
                                               ==========       ========
 Common shares issued for services
 rendered.                                     $  250,000       $   -
                                               ==========       ========
 Note payable incurred upon purchase
 of furniture and equipment.                   $     -          $ 20,000
                                               ==========       ========

 Note payable incurred upon
 acquisition of all of the
 outstanding common shares
 of DeFuniak Springs Internet, Inc.            $     -          $120,000
                                               ==========       ========

 Common shares issued and note
 payable incurred upon acquisition
 of all of the outstanding common
 shares of Shadrach Enterprises, Inc.          $     -          $110,000
                                               ==========       ========



          Read accompanying Notes to Condensed Financial Statements.


<PAGE>                                 6



                    GREENHOLD GROUP, INC. & SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             SEPTEMBER 30, 2002

NOTE 1.	ORGANIZATION

Greenhold Group, Inc. was incorporated on March 22, 1999
under the laws of the State of Florida. The company
operates as an Internet service provider with subscribers
mainly in Florida. In addition, with the acquisition
referred to in Note 3, the Company owns the exclusive
right to market and sell Internet domain names ending in
".sr" to individuals, corporations and other entities
worldwide. The Company extends credit to some of its
customers. The Company's headquarters is in Oakland Park,
Florida.

With the sale of subscribers referred to in Note 5,
management is shifting its focus away from being an
Internet service provider to providing bulk e-mailing,
disaster recovery services and other Internet services.

NOTE 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial
statements are unaudited. These statements have been
prepared in accordance with the rules and regulations of
the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the
opinion of management, all adjustments (which include only
normal recurring adjustments) considered necessary for a
fair presentation have been included. These financial
statements should be read in conjunction with the
Company's financial statements and notes thereto for the
year ended December 31, 2001, included in the Company's
Form 10-KSB as filed with the SEC.

Principles of Consolidation

These consolidated financial statements include the


<PAGE>                                 6


                    GREENHOLD GROUP, INC. & SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             SEPTEMBER 30, 2002

NOTE 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Principles of Consolidation (Continued)

accounts of the Company and its more than 50% owned
subsidiaries, On Line Services U.S.A., Inc., Shadrach
Enterprises, Inc., DeFuniak Springs Internet, Inc., Dot
(SR), Inc. and DNT (Tech), Inc. All significant
intercompany balances and transactions have been
eliminated in consolidation.

Investment in Subsidiary

The Company accounts for its wholly owned subsidiary,
Ictransnet, Inc. on the equity method. Under the equity
method, the Company recognizes its share of the net income
or loss which increases or reduces its investment in the
subsidiary.

Loss Per Share

Loss per share is computed by dividing net loss for the
period by the weighted average number of shares
outstanding.

Use of Estimates

Management uses estimates and assumptions in
preparingfinancial statements in accordance with generally
accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates
that were assumed in preparing the financial statements.

NOTE 3.	ACQUISITIONS

Effective July 15, 2002, the Company acquired all the
outstanding common shares of Ictransnet, Inc., an Internet
service provider under a Chapter 11


<PAGE>                                 7


                    GREENHOLD GROUP, INC. & SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             SEPTEMBER 30, 2002

NOTE 3.	ACQUISITIONS

reorganization for $230,611. The Company issued 130,000
common shares valued at $130,000 and the assumption of
debt for $100,611. Because the company is still in a legal
reorganization, it has not been consolidated but has been
accounted for using the equity method. On July 17, 2002,
the subscriber list was sold (Note 5).

On April 15, 2002, the Company acquired all the
outstanding common shares of Dot (SR), Inc., on July 18,
2001, the Company acquired all the outstanding common
shares of DeFuniak Springs Internet, Inc. and on August
27, 2001, the Company acquired all the outstanding common
shares of Shadrach Enterprises, Inc. Two of the three
stockholders owning 50% of Dot (SR), Inc. own
approximately 35% of the Company.

The following pro forma consolidated financial information
gives effect to the above acquisitions as if they had
occurred at the beginning of the respective period
presented. The pro forma consolidated financial
information is not necessarily indicative of the
consolidated results that would have occurred, nor is it
necessarily indicative of results that may occur in the
future.

                                       NINE MONTHS
                                    ENDED SEPTEMBER 30,
                                            2001

Revenues                                 $ 1,082,720
Net (loss)		           	 $(2,659,669)
Loss per share		           	 $      (.28)
Weighted average shares outstanding        9,551,340


NOTE 4.	CAPITAL STOCK

The Company has authorized 50,000,000 common shares with a
par value of $.001 per share.  As of September 30, 2002,
8,860,040 common shares were issued and outstanding.


<PAGE>                                 8


                    GREENHOLD GROUP, INC. & SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             SEPTEMBER 30, 2002

NOTE 4.	CAPITAL STOCK (CONTINUED)

On August 1, 2002, the Company recalled and canceled
1,650,000 common shares without consideration. On December
21, 2000, 850,000 of these common shares were issued
relating to the purchase of a subscriber list of an
Internet service provider. During the quarter ended March
31, 2002, this subscriber list was sold. The  cancellation
of these common shares has been accounted for as
additional proceeds on the sale equal to $.45 per share,
the price per share as of August 1,2002, for a total of
$382,500. The remaining 800,000 common shares were
canceled at par as these shares were issued to founders.

On July 8, 2002, the Company issued 130,000 common shares
valued at $130,000 as partial consideration for the
acquisition of all the outstanding common shares of
Ictransnet, Inc., an Internet service provider.

During the nine months ended September 30, 2002, the
Company issued 250,000 common shares for legal, consulting
and promotion services rendered for a value of $250,000.

On January 29, 2002, the Company issued 250,000 common
shares for bulk web hosting software valued at $250,000.

NOTE 5.	SALE OF SUBSCRIBER LISTS

Effective July 15, 2002, the Company sold the subscriber
list of its DeFuniak Internet Services, Inc. subsidiary
for $256,000. The Company received $180,000 in cash and
the balance in a $76,000 note receivable. The note is
receivable in eighteen monthly payments of $4,564
including interest at 10%.

On July 17, 2002, the Company sold the subscriber list of
its Ictransnet, Inc. subsidiary and other subscribers of
its On Line Services U.S.A., Inc. subsidiary for $247,000.
Through September 30, 2002, the Company received $88,290
in cash with the balance to be received


<PAGE>                                 9


                    GREENHOLD GROUP, INC. & SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             SEPTEMBER 30, 2002

NOTE 5.	SALE OF SUBSCRIBER LISTS (CONTINUED)

in equal monthly payments over the next three months. The
sales price may be adjusted after the actual number of
subscribers is determined.

On March 18, 2002, the Company sold the dial-up subscriber
list of its On Line Services U.S.A., Inc. subsidiary for
$165 per subscriber to a major Internet service provider.
The Company received $190,080 as a 50% down payment. In
August 2002, the Company received $84,193 as final
settlement of the balance due. The remaining balance due
was written off as a price adjustment and is included in
the gain on sale of subscribers.

NOTE 6.	SUBSEQUENT EVENTS

On January 29, 2002, the Company issued 250,000 common
shares for the purchase of bulk web hosting software
valued at $250,000. On November 7, 2002, the purchase  was
canceled and the common shares issued were returned.

NOTE 7.	GOING CONCERN

The Company has incurred operating losses of $5,575,907
since inception and has a working capital deficit of
$2,461,651 as of September 30, 2002. The Company has also
sold subscribers which will result in a decrease in
revenues. These conditions create an uncertainty as to the
Company's ability to continue as a going concern. With the
sale of subscribers referred to in Note 5 and its
acquisition of Dot (SR), Inc. referred to in Note 3,
management is shifting its focus away from being an
Internet service provider to providing bulk e-mailing,
disaster recovery services and other Internet services.
Management believes that the Company can improve its
profitability through these businesses. In addition,
management has taken steps to reduce operating expenses
not only as a result of the sale of subscribers but
reducing overall operating expenses. The ability of the
Company to continue as a going concern is dependent upon


<PAGE>                                 10


                    GREENHOLD GROUP, INC. & SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             SEPTEMBER 30, 2002




NOTE 7.	GOING CONCERN (CONTINUED)

the success of these actions. The accompanying financial
statements have been presented on the basis of the
continuation of the Company as a going concern and do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary
should the Company be unable to continue as a going
concern.


<PAGE>                                 11


Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations



Forward-Looking Statements

Forward-looking statements, based on management's current views and
assumptions, are made throughout the Management's Discussion and
Analysis and elsewhere in this report to stockholders. These
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical results and
those presently anticipated or projected. Among the factors that may
affect operating results are the following: success of the Company's
change in focus; competitive environment; and general economic
conditions. Our Form 10-KSB for the year ended December 31, 2001
contains further discussion of these matters.

Results of Operations

                               Quarter Ended              Nine Months
                               September 30,             September 30,
                            2002            2001      2002          2001

Net Revenues              $213,402       $341,679   $1,096,716     $   812,501
Cost of Revenues          $112,870       $173,481   $  458,053     $   349,277
Gross Profit              $100,532       $168,198   $  638,663     $   463,224
Gross Profit Percentage       47.1           49.2         58.2            57.0
Selling, General and
 Administrative Expenses  $563,528       $240,190   $1,373,500     $   811,678
Depreciation
 and amortization         $294,955       $375,592   $  758,980     $ 1,090,732
Interest Expense          $143,171       $ 17,771   $  294,915     $    41,171


For the quarter ended September 30, 2002, the decrease in revenues,
cost of revenues and gross profit was primarily due to the sell-off
of subscribers early in the quarter. The revenue generated by Dot
(SR), Inc. decreased as well due to a tougher economic market.
Although subscribers were sold during this and prior quarters, other
revenue was still being generated. For the quarter ended September
30, 2002, gross profit decreased from 49.2% for the quarter ended
September 30, 2001 to 47.1% primarily due to higher communication
costs. Gross profit for the nine months ended September 30, 2002
increased slightly to 58.2% primarily due to the revenue earned from
Dot (SR), Inc. Revenues from sale of domain names have a greater
profit margin than those from subscribers. Selling, general and
administrative expenses increased to $563,528 for the three months
ended September 30, 2002 as compared to $240,190 for the three months
ended September 30, 2001. This increase was mainly caused by an
increase in payroll costs and the selling, general and administrative
expenses of the Company's previous acquisitions. The anticipated
reduction in selling, general and administrative expenses as a result
of the sale of subscribers has taken place gradually but not as
quickly as was anticipated. The decrease in depreciation and
amortization is primarily the result of the write-down of goodwill
and subscriber lists as of December 31, 2001 and the sale of
subscribers during the quarter ended March 31, 2002. The increase in
interest expense relates primarily to the notes payable -
stockholders but to the financing of the acquisition of Dot (SR),
Inc. also.


<PAGE>                                 12



Liquidity


                                          Nine Months
                                         September 30,
                                      2002          2001

Net Cash (Used in) Operations   $   (310,722)    $(260,555)
Working Capital (Deficiency)    $ (2,461,651)    $(776,351)

Net cash flow used in operations of $310,722 during the nine months
ended September 30, 2002 increased from $260,555 during the six
months ended September 30, 2001. With the decrease in revenues from
operations, the Company has had difficulty generating cash from
operations. With cash flow still tight, the Company's working capital
deficiency increased substantially from September 30, 2001 primarily
as a result of the delaying of payment of accounts payable and the
short-term nature of the financing received from a bank loan and from
the acquisition of Dot (SR), Inc. Operations during the nine months
ended September 30, 2002 were funded mostly by proceeds received on
the sale of subscribers.

Future Outlook
--------------
The company completed the sale of its dial-up subscribers during the
quarter and moved the web-hosting customers to the Fort Lauderdale
offices during the week of November 11,2002.

In order to reduce expenditures the facility in Fort Myers was closed
on November 15,2002 and the company will concentrate on growing it
hosting business during the next quarter. The company should have
sufficient revenues from the sale of its subscribers to grow the
hosting business sufficient to allow an ongoing operation. During the
first quarter of 2003 the company will review its position and
determine if it should continue in the ISP hosting space.

In addition, the company has secured agreements to rescind the
agreements made with both Webshowhost and the shareholders of Dot
(SR), Inc. The agreement with Webshowhost will be completed during
November and the agreement with the shareholders of Dot (SR), Inc
should be completed late in the fourth quarter or early in the first
quarter of 2003.

The sale of dial-up subscribers and the closure of the Fort Myers
facility represent a shift in the direction of the company, which in
large part was due to the popularity, and availability of broadband
services. The high cost of replacing lost dial-up subscribers who
switched to broadband proved to be uneconomical, and in the case of
Fort Myers, management was not able to reorganize the business by
offering other services. An attempt was made to deploy wireless
Internet, but the very high cost of acquiring subscribers was beyond
the financial capability of company.

The company faces many very difficult challenges in the months ahead
and may not be able to meet each and every one of them


<PAGE>                                 13




Item 3. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, the Company
carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures within
the 90 days prior to the filing date of this report.  This evaluation
was carried out under the supervision and with the participation of
the Company's management, including the Company's Chief Executive
Officer and Chief Financial Officer.  Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are
effective.  There have been no significant changes in the Company's
internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried
out its evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to
be disclosed in Company reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules
and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that
information required to be disclosed in Company reports filed under
the Exchange Act is accumulated and communicated to management,
including the Company's Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure.


<PAGE>                                 14

Part II - Other Information


Item 1.

There are no reportable events for Item 1 through Item 5.


Item 6.  Exhibits and Reports on Form 8-K

(a)         Exhibits

None.

(b)   Reports on Form 8-K

None


<PAGE>                                 15

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


November 19, 2002

                                GREENHOLD GROUP, INC.


                                /s/John Harris
				-------------------------------
                                John Harris, President and
				Chief Executive Officer


<PAGE>                                 16



CERTIFICATIONS*

I, John Harris certify that;

1.	I have reviewed this quarterly report on Form10-QSB of Greenhold
Group, Inc.;

2.	Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3.	Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.	The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:

a)	designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this quarterly report is being
prepared;

b)	evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the
"Evaluation Date"); and

c)	presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;

5.	The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and

6.	The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant
changes in internal controls or in other facts that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date:   November 19, 2002

/s/ John Harris, Principal Executive Officer and Principal Financial Officer
	(Signature)

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