UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Commission File Number 000-29707

                            GREENHOLD GROUP, INC.
           ------------------------------------------------------

(Exact name of registrant as specified in its charter)

           FLORIDA                         65-0910697
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

                             2960 Corey Road
                            Malabar FL 329500

                             (321) 727-3020
 (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

                Common Stock, par value $0.001 per share
                            (Title of Class)

     Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 [ ]

     Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-B is not contained
herein, and will not 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 Company's revenues for the year ended December 31, 2003 were $0.

     As of March 25, 2004, the aggregate market value of the voting stock held
by non-affiliates of the registrant (based on a value of $.03 per share held
by non-affiliates on March 24, 2004) was $98,498.61.

     As of December 31, 2003, there were 9,575,040 shares of the registrant's
Common Stock outstanding.

<PAGE>





PART II.

Item 1.  DESCRIPTION OF THE BUSINESS

     COMPANY OVERVIEW

We were incorporated in the state of Florida on March 22,
1999 and became a registered public company, qualifying as a
"blank check company" on April 23, 2000 following a 10-SB
Registration with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.  We operated as
an Internet service provider. Additionally, the company owned
the exclusive right to market and sell Internet domain names
ending in ".sr" to individuals, corporations and other entities
worldwide.  During 2002 we sold all of our subscribers and
discontinued the operations of Dot (SR), Inc.  Accordingly, we
have effectively ceased as an operating entity.  Management is
considering several scenarios to restructure the company
including seeking new equity or debt investments, acquiring
another operating entity of entering into a new line of
business.

     Employees

As of the date of this report we have no employees.


Item 2.  DESCRIPTION OF PROPERTIES

We do not own any real property and do not intend to make
any such acquisitions in the near future.  Our principal
executive and administrative offices are currently located in
space that is owned by John Harris, our President and Chief
Executive Officer and is located in Malabar, Florida.  We are
not presently incurring any rent expense associated with this
space.

Item 3.  LEGAL PROCEEDINGS

None.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the quarter ending
December 31, 2003, covered by this report to a vote of the
Company's shareholders, through the solicitation of proxies or
otherwise.


<PAGE>


Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

As of December 31, 2003 there were approximately 60
holders of record of Common Stock inclusive of those brokerage
firms and/or clearing houses holding the Company's Common Stock
in street name for their clientele (with each such brokerage
house and/or clearing house being considered as one holder) and
a total of 9,575,040 shares of Common Stock issued and
outstanding.

Our shares of Common Stock commenced trading on the Over-
The-Counter Bulletin Board on November 8, 2001 under the symbol
GHGI.

The following table sets forth, for the periods indicated,
the range of high and low closing bid prices for our common
stock through December 31, 2002 for the periods noted, as
reported by the National Quotations Bureau and the Over-The-
Counter Bulletin Board.  Quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not
represent actual transactions.


        Common Stock Closing Bid

Fiscal Quarter End              High             Low
                                -----            -----
        December 31, 2001       $2.00            $1.35
        March 31, 2002          $2.00            $1.65
        June 30, 2002           $1.65             $.06
        September 30, 2002      $.06              $.04
        December 31, 2002       $.06              $.04
        March 31, 2003          $.04              $.02
        June 30, 2003           $.04              $.02
        September 30, 2003      $.04              $.02
        December 30, 2003       $.04              $.02



<PAGE>

Dividends
---------

We have never paid dividends and we intend to retain
future earnings to support our growth. Any payment of cash
dividends in the future will be dependent upon: the amount of
funds legally available therefore; our earnings; financial
condition; capital requirements; and other factors which the
Board of Directors deems relevant.



Item 6.  PLAN OF OPERATION

The company experienced a major decline in revenues and
expenditures during 2003 as a result of the sale and transfer of
the subscriber lists which were completed during the last
quarter of the of 2002 and the first quarter of 2003: the Fort
Myers facility was closed in mid-November, and the company
closed its facilities in Fort Lauderdale on March 31, 2003.
With the completion of these subscriber sales and the closure of
its operations and head office facilities the company ceased
daily operations as an operating entity.

For example, revenues were reduced from $1,048,001 in 2002
to $0 in 2003. And, expenses were reduced from $1,937,800   in
2002 to $129,132 in 2003. Loss from operations was reduced in
2003 to $129,132 from $1,365,348 in 2002.

As a result of ceasing operations and the activities of
operating ISP's the company's revenues were reduced to nil, and
expenses were reduced during the last 3 quarters of 2003 of to
only the cost of maintaining the corporate structure. Most of
the expenses incurred during 2003, which totaled $189,808, were
incurred as a result of losses on the disposal of property and
equipment, and the costs of operating the head office during the
1st quarter of 2003.

The President of the company has funded the costs of
maintaining the corporation during the last three quarters of
2003, and may continue to make advances during the next quarter.



<PAGE>


Item 7.  FINANCIAL STATEMENTS

The Financial Statements are included with this
report commencing on page F-1.



Item 8.  CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

<PAGE>


PART III.

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

Our directors, executive officers and key employees are as
follows:

Name			Age		Title			Director since

John D. Harris        	63     		President, Director	2000


John D. Harris, who was the President and CEO of w5h, Inc.
(the merged company) has a long-standing background in the
computer industry dating back to the 1960s.  Mr. Harris owned
and operated a software development company from 1980 to 1990.
Between 1990 and 1995 Mr. Harris owned and operated the John D.
Harris Building Corp., and in 1996 began negotiations to acquire
Top Level Domains.  In 1998 John Harris founded and commenced
serving as President of two internet companies, Domain Name
Trust, Inc. and DNT(KY), Inc., which acquired registration and
marketing rights for the Top Level Domains ".md" and ".ky,"
respectively.  Both Domain Name Trust, Inc. and DNT(KY), Inc.
were recently sold.


Directors' Remuneration

Our directors are presently not compensated for serving on
the board of directors.



<PAGE>


Item 10. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the total compensation paid
to or accrued for the fiscal years ended December 31, 2003, 2002
and 2001 to our President.

Annual Compensation


<TABLE>
<CAPTION>


                                              Other         Restricted  Securities             All
Name and             Fiscal                   Annual        Stock       Underlying   LTIP      Other
Principal Position   Year    Salary   Bonus   Compensation  Awards      Options      Payouts   Compensation
------------------   ------  ------   -----   ------------  ------      -------      -------   ------------
-----------------------------------------------------------------------------------------------------------
<S>                  <C>     <C>      <C>     <C>           <C>         <C>          <C>       <C>
John Harris,         2003     0         -         -           -            -          -
President
-----------------------------------------------------------------------------------------------------------
                     2002     0         -         -           -            -          -            -
-----------------------------------------------------------------------------------------------------------
                     2001   150,000     -         -           -            -          -            -
-----------------------------------------------------------------------------------------------------------

</TABLE>




Stock Option Grants in the past fiscal year

We have not issued any grants of stock options in the past fiscal year.


Employment Agreements

We have not entered into any employment agreements with any
executives.



<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding
beneficial ownership of our common stock as of the date of this
report, by (i) those shareholders known to be the beneficial
owners of more than five percent of the voting power of our
outstanding capital stock, (ii) each director, and (iii) all
executive officers and directors as a group:


                                Number of
Name and Address of              Shares             Percent
Beneficial Owner                 Owned               Owned
-------------------              -----               -----


John Harris
C/O Greenhold Group, Inc.
1995 E. Oakland Park
Blvd.
Suite 350
Oakland Park, FL  33306         2,008,324            23.45%

Dana Gallup
Law Offices of Dana M.
Gallup, P.A.
1995 Oakland Park
Blvd.
Suite 350
Oakland Park,
Florida 33306                   1,355,578            15.83%

George Papapostolou
1342 Colonial Blvd.,
Suite 17
Fort Myers, FL  33907             912,851            10.66%

All Directors and
Officers as a Group
(1 Person)                      2,008,324            23.45%





* includes 470,200 shares held by Mr. Harris's spouse of which
Mr. Harris denies beneficial ownership.


<PAGE>

Item 12. CERTAIN TRANSACTIONS


On April 15, 2002, we acquired all the outstanding common
shares of Dot (SR), Inc., for $5,000,000. Dot (SR), Inc. is a
company which owns the exclusive right to market and sell
Internet domain names ending in ".sr" to individuals,
corporations and other entities worldwide. The Company issued
1,000,000 common shares for a value of $1,000,000 and notes
payable of $4,000,000.  Mr. John Harris and Mr. Dana Gallup
together owned 50% of Dot(SR), Inc. and also owned approximately
35% of the Company.

On December 31, 2002, the agreement to purchase Dot (SR),
Inc. was rescinded and the net assets were transferred back to
its original stockholders. The common shares and notes payable
issued were canceled and accrued interest on the notes payable
were forgiven.

Stock payments for acquisitions, etc. affecting beneficial
shareholders listed herein are detailed in the tables below.
                               Company Acquired
                      -----------------------------------

                                                                   Naples/Port
Greenhold Shares           OnlineUSA,         Online Services      Charlotte
Issued to                  Inc.               of Miami, Inc.       POP, Inc.
-----------------------------------------------------------------------------
John D. Harris             266,900            100,000              100,000
Dana M. Gallup             239,998
George Papapostolou         47,762            100,000              100,000

                               Company Acquired
                      ------------------------------------

Greenhold Shares                DNT (TECH),       USS.net,
Issued to                       Inc.              Inc.          W5h, Inc.
----------------------------------------------------------------------------
John D. Harris                  40,000
Dana M. Gallup                  36,000                           75,000
George Papapostolou              2,000                          100,000
Uss.net, Inc.                                     850,000
Ray Bolouri                                       500,000


<PAGE>


Item 13. EXHIBITS AND REPORTS ON FORM 8-K

No Reports on Form 8-K were filed during the last
quarter of the period covered by this report.


Item 14.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's Securities Exchange Act reports is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.  In designing and evaluating the
disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

During the 90-day period prior to the date of this report,
an evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures.  Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
were effective.  Subsequent to the date of this evaluation,
there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such
controls.


<PAGE>







                     GREENHOLD GROUP, INC. & SUBSIDIARIES

                         (A Development Stage Company)

                       CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 2003












<PAGE>







                     GREENHOLD GROUP, INC. & SUBSIDIARIES

                         (A Development Stage Company)

                                    CONTENTS





Independent Auditor's Report                               1

Financial Statements:

 Consolidated Balance Sheet                                2

 Consolidated Statements of Operations                     3

 Consolidated Statements of Changes in
  Stockholders' Equity (Deficit)                           4

 Consolidated Statements of Cash Flows                   5 - 6

 Notes to Consolidated Financial Statements              7 - 18










<PAGE>









INDEPENDENT AUDITOR'S REPORT


To The Board of Directors
Greenhold Group, Inc. & Subsidiaries

We have audited the accompanying consolidated balance sheet of Greenhold Group,
Inc. & Subsidiaries, (a development stage company) as of December 31, 2003 and
the related consolidated statements of operations, changes in stockholders'
equity (deficit) and cash flows for the years ended December 31, 2003 and 2002.
These consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Greenhold Group, Inc. &
Subsidiaries (a development stage company) as of December 31, 2003, and the
results of its operations and its cash flows for the years ended December 31,
2003 and 2002 in conformity with accounting principles generally accepted in
the United States.

The accompanying financial statements have been prepared assuming that
Greenhold Group, Inc. & Subsidiaries will continue as a going concern.
As discussed in Note 11 to the financial statements, under existing
circumstances, there is substantial doubt about the ability of Greenhold
Group, Inc. & Subsidiaries to continue as a going concern at December 31,
2003. Management's plans in regard to that matter also are described in
Note 11. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Earl M. Cohen C.P.A. P.A.
------------------------------
    Earl M. Cohen C.P.A. P.A.

March 5, 2004
Boca Raton, Florida



<PAGE>


                     GREENHOLD GROUP, INC & SUBSIDIARIES
                        (A Development Stage Company)
                         CONSOLIDATED BALANCE SHEET
                              DECEMBER 31, 2003


ASSETS

CURRENT ASSETS
 Cash                                                       $    1,317
 Due from related party                                         24,379
                                                            -----------
    Total Current Assets                                        25,696

PROPERTY, FURNITURE AND EQUIPMENT - NET                          1,066

DEPOSITS                                                           410
                                                            -----------
TOTAL ASSETS                                                $   27,172
                                                            ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable and accrued expenses                      $1,105,501
 Current portion of notes payable                               96,017
 Notes payable - stockholders                                  233,904
                                                            -----------
     Total Current Liabilities                               1,435,422

LONG-TERM LIABILITIES
 Notes payable - less current portion			          -
                                                            -----------
     Total Liabilities                                       1,435,422

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)				    (1,408,250)
                                                            -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                                           $   27,172
                                                            ===========




    Read accompanying Notes to Financial Statements.

                                      -2-


<PAGE>

                     GREENHOLD GROUP, INC & SUBSIDIARIES
                        (A Development Stage Company)
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    YEARS ENDED DECEMBER 31, 2003 AND 2002



<TABLE>
<CAPTION>



                                                                          Period From
                                                                     January 1 through
                                      2003          2002             December 31, 2003
                                      ----          ----             -----------------

<S>                                   <C>           <C>             <C>
REVENUES                              $    -        $ 1,048,001      $       -

COST OF REVENUES                           -            475,549              -
                                      ----------    ------------     -------------
GROSS PROFIT                               -            572,452              -
                                      ----------    ------------     -------------

EXPENSES
 General and administrative              71,513       1,523,173            71,513
 Depreciation and amortization            5,408         333,678             5,408
 Interest expense                        52,211          89,537            52,211
 Minority interest in net (loss)           -             (8,588)             -
                                      ----------    ------------     -------------

Total Expenses                          129,132       1,937,800           129,132
                                      ----------    ------------     -------------

(LOSS) FROM OPERATIONS                 (129,132)     (1,365,348)         (129,132)
                                      ----------    ------------     -------------

OTHER INCOME (EXPENSES)
 Interest income                          1,661            -                1,661
 Gain on sale of subscribers               -            224,362              -
 Income from subsidiary                    -            111,810              -
 Loss on disposal of property and
  equipment                             (62,337)       (143,417)          (62,337)
 Impairment of investment in
  subsidiary                               -           (152,964)             -
                                      ----------    ------------     -------------

Total Other (Loss) Income               (60,676)         39,791           (60,676)
                                      ----------    ------------     -------------

(LOSS) FROM CONTINUING OPERATIONS      (189,808)     (1,325,557)         (189,808)
                                      ----------    ------------     -------------

DISCONTINUED OPERATIONS
 (Loss) from operations of
  discontinued business                    -           (715,515)             -
 (Loss) from disposal of
  discontinued business                    -           (224,485)             -
                                      ----------    ------------     -------------

(LOSS) FROM DISCONTINUED OPERATIONS        -           (940,000)             -
                                      ----------    ------------     -------------

NET (LOSS)                            $(189,808)    $(2,265,557)     $   (189,808)
                                      ==========    ============     =============

(LOSS) PER SHARE:
 (Loss) from continuing operations    $    (.02)    $      (.14)
 (Loss) from discontinued operations       -               (.10)
                                      ----------    ------------

  Net (loss)                          $    (.02)    $      (.24)
                                      ==========    ============

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                          8,865,930       9,323,122
                                      =========       =========


</TABLE>

	Read accompanying Notes to Financial Statements.

                                      -3-


<PAGE>

                         GREENHOLD GROUP, INC. & SUBSIDIARIES
                            (A Development Stage Company)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                        YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>

                                                                                                          Deficit
                                                                                                        Accumulated
                                           Common Stock         Additional                                During
                                          # of       Par          Paid-in       Deferred                Development
                                         Shares     Value         Capital     Compensation   Deficit      Stage       Total
                                         ------     -----         -------     ------------   -------      -----       -----
                                       <C>         <C>          <C>          <C>            <C>          <C>          <C>
<S>

Balance - December 31, 2001            8,880,040   $8,880       $4,323,829    $    -        $(4,214,502)    $  -       $  118,207

Common shares issued upon purchase
 acquisitions                          1,130,000    1,130        1,128,870         -               -           -        1,130,000
Common shares issued for bulk web
 hosting software                        250,000      250          249,750         -               -           -          250,000
Common shares issued for services
 rendered                                250,000      250          249,750         -               -           -          250,000
Cancellation of common shares         (2,950,000)  (2,950)        (739,850)        -               -           -         (742,800)
Net (loss) during year                     -         -                -            -         (2,265,557)       -       (2,265,557)
                                      ----------   ------       ----------   ---------       -----------   ---------  -----------
Balance - December 31, 2002            7,560,040   $7,560       $5,212,349         -        $(6,480,059)       -      $(1,260,150)

April 1, 2003 - Common shares
 issued for services rendered            300,000      300           11,700         -               -           -           12,000

May 15, 2003 - Common shares
 issued for services rendered and
 to be rendered                        1,715,000    1,715           66,885    (38,892)             -           -           29,708

Net (loss) during year                     -         -                -            -               -       (189,808)     (189,808)
                                      ----------   ------       ----------   ---------       -----------   ---------   -----------

Balance - December 31, 2003            9,575,040   $9,575       $5,290,934   $(38,892)      $(6,480,059)  $(189,808)  $(1,408,250)
                                      ==========   ======       ===========  =========       ===========   =========   ===========

</TABLE>



	Read accompanying Notes to Financial Statements.

                                      -4-


<PAGE>

                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                                   Period From
                                                                               January 1, Through
                                                     2003        2002          December 31, 2003


<S>                                               <C>          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                       $(189,808)   $(2,265,557)    $ (189,808)
 Adjustments to reconcile net (loss) to
 net cash (used in) operating activities:
  Depreciation and amortization                       5,408        333,678          5,408
  Depreciation and amortization included in
   loss from operations of discontinued
   business                                            -           686,042           -
  Bad debt - note receivable                         39,418           -            39,418
  Minority interest in net (loss)                      -            (8,588)          -
  Write-off of minority interest                    (37,566)          -           (37,566)
  Common stock issued for services                   41,708        200,000         41,708
  Gain on sale of subscriber lists                     -          (224,362)          -
  Loss on disposal of property and equipment         62,337        143,417         62,337
  Income from subsidiary                               -          (111,810)          -
  Impairment of investment in subsidiary               -           152,964           -
  Loss on disposal of discontinued business            -           224,485           -
  Changes in assets and liabilities net
  of effects from purchase transaction:
   (Increase) decrease in:
    Accounts receivable                                -            59,846           -
    Deposits                                           -             7,000           -
    Due from related party                            9,830        (66,823)         9,830
   Increase (decrease) in:
    Accounts payable and accrued expenses            37,217        457,221         37,217
    Deferred revenue                                   -           (67,467)          -
                                                   ---------     -----------     ---------
NET CASH (USED IN) OPERATING ACTIVITIES             (31,456)      (479,954)       (31,456)
                                                   ---------     -----------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
 Net advances from subsidiary                          -            83,531           -
 Net liabilities of discontinued operations            -           171,803           -
 Cash acquired from acquisition                        -               906           -
 Proceeds received on sale of subscriber
  lists                                                -           617,686           -
 Cash received from repayment of note
  receivable - buyer of subscriber lists             16,596         19,986         16,596
 Purchase of property and equipment                    -           (69,822)          -
 Proceeds received on disposal of property
  and equipment                                       4,650          5,522          4,650
                                                   ---------     -----------     ---------

NET CASH PROVIDED BY INVESTING ACTIVITIES            21,246        829,612         21,246
                                                   ---------     -----------     ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from note payable - bank                     -            50,383           -
 Repayment of notes payable - bank                     -           (50,383)          -
 Proceeds from notes payable - stockholders         206,821        145,974        206,821
 Repayment of notes payable - stockholders         (178,640)      (350,672)      (178,640)
 Repayment of notes payable                         (17,510)      (142,684)       (17,510)
 Repayment of capital lease obligation                 -            (8,343)          -
                                                   ---------     -----------     ---------

NET CASH PROVIDED BY (USED IN) FINANCING
 ACTIVITIES                                          10,671       (355,725)        10,671
                                                   ---------     -----------     ---------

NET INCREASE (DECREASE) IN CASH                         461         (6,067)           461
CASH - BEGINNING                                        856          6,923            856
                                                   ---------     -----------     ---------
CASH - ENDING                                     $   1,317    $       856       $  1,317
                                                   =========     ===========     =========


</TABLE>

	Read accompanying Notes to Financial Statements.

                                      -5-

<PAGE>

                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>

                                                                                  Period From
                                                                               January 1 Through
                                                        2003          2002     December 31, 2003
                                                        ----          ----     ------------------
<S>                                                    <C>          <C>         <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
  Cash paid during the year for:
   Interest                                            $4,596       $44,139      $4,596
                                                       ======       =======      ======



</TABLE>

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

YEAR ENDED DECEMBER 31, 2003:
-----------------------------

Common shares issued for services rendered
 and to be rendered.                                          $   80,600
                                                              ==========
YEAR ENDED DECEMBER 31, 2002:
-----------------------------

Common shares issued and notes payable
incurred upon acquisition of all of the
outstanding common shares of Dot (SR),
Inc. On December 31, 2002, the purchase
agreement was rescinded (Note 3).                             $5,000,000
                                                              ==========
Common shares issued and debt assumed
upon acquisition of all of the outstanding
common shares of Ictransnet, Inc.                             $  230,611
                                                              ==========
Common shares issued for bulk web hosting
software. On November 7, 2002, the purchase
was canceled (Note 8).                                        $  250,000
                                                              ==========
Common shares issued for services rendered.
On November 7, 2002, 50,000 of these common
shares were canceled in connection with
consulting fees incurred upon the purchase
of the bulk web hosting software (Note 8).	       	      $  200,000
                                                              ==========



                Read accompanying Notes to Financial Statements.

                                      -6-

<PAGE>


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 1.	ORGANIZATION
        ------------

Greenhold Group, Inc. was incorporated on March 22, 1999
under the laws of the State of Florida. With the sale
of subscribers and the discontinuance of operations of Dot
(SR), Inc. during the year ended December 31, 2002, the
Company has effectively ceased as an operating entity.
Commencing January 1, 2003, it became a development stage
company. Management is considering several scenarios to
restructure the company (Note 11). The Company's
headquarters is in Malabar, Florida.

NOTE 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ------------------------------------------

        Principles of Consolidation
        ---------------------------

These consolidated financial statements include the
accounts of the Company and its more than 50% owned
subsidiaries, On Line Services U.S.A., Inc., Shadrach
Enterprises, Inc. and DeFuniak Springs Internet, Inc. from
the date of acquisition. DNT (Tech), Inc., previously a
subsidiary, was wound up.

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. As of December 31, 2002, the investment has
been written off due to a decline in it's value.





                                      -7-

<PAGE>

                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
        ------------------------------------------------------

        Revenue Recognition
        -------------------


Subscriber and other fees are recognized over the period
services are provided. Deferred revenue represents monthly,
quarterly, half-yearly, annual and three-year
subscriber fees billed in advance. Revenue from web hosting
services are recognized when the service is provided and
revenue from website development and design services are
recognized when completed. Registration fees for the sale
of Internet domain names are recognized when the sale is
completed. Once an Internet domain name is sold, the
registration fee is nonrefundable and the Company has no
further obligation or involvement in the sale. The
registration fee is renewable annually.

        Property, Furniture and Equipment
        ---------------------------------

Property, furniture and equipment is recorded at cost.
Expenditures for major betterments and additions are
capitalized while replacements, maintenance and repairs
which do not improve or extend the life of the respective
assets, are expensed.

Depreciation is computed by the straight-line method over
the estimated useful lives of the assets as follows:

             Furniture and fixtures                  7 years
             Computer equipment                      5 years

        Advertising Costs
        -----------------

Advertising costs are expensed as incurred. During the
years ended December 31, 2003 and 2002, advertising costs
charged to expense included in general and administrative
costs was $0 and $76,110, respectively.



                                      -8-

<PAGE>


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
        ------------------------------------------------------

        Income Taxes
        ------------

Deferred income taxes are provided for differences between
the basis of assets and liabilities for financial and
income tax reporting.  A valuation allowance is provided
against deferred income tax assets in circumstances where
management believes recoverability of a portion of the
assets is not reasonably assured.

        Income (Loss) Per Share
        -----------------------

Income (loss) per share is computed by dividing net income
(loss) for the period by the weighted average number of
shares outstanding.

        Statement of Cash Flows
        -----------------------

For purposes of this statement the Company considers all
highly liquid investments with an original maturity of
three months or less to be cash equivalents.

        Use of Estimates
        ----------------

Management uses estimates and assumptions in preparing
financial 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.


                                      -9-


<PAGE>

                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 3.	ACQUISITIONS
        ------------

        Business Acquisitions
        ---------------------

Effective July 15, 2002, the Company acquired all the
outstanding common shares of Ictransnet, Inc., an Internet
service provider under a Chapter 11 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 9).

On April 15, 2002, the Company acquired all the outstanding
common shares of Dot (SR), Inc., for $5,000,000. Dot (SR),
Inc. is a company which owns the exclusive right to market
and sell Internet domain names ending in ".sr" to
individuals, corporations and other entities worldwide. The
Company issued 1,000,000 common shares for a value of
$1,000,000 and notes payable of $4,000,000. Two of the
stockholders owning 50% of Dot(SR), Inc. own approximately
35% of the Company. The excess of the purchase price over
the fair value of assets acquired of $5,080,910 was
allocated to domain name rights and is being amortized over
five years using the straight line method. The amortization
period is in conjunction with the term of an "Exclusive
Registration Agreement" entered into by Dot (SR), Inc. with
a company based in the Republic of Suriname, South America
for the exclusive right to market and sell Internet domain
names ending in ".sr."

The following summarizes the fair value of the assets
acquired and liabilities assumed for the acquisition during
the year ended December 31, 2002:




                                      -10-



<PAGE>

                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 3.	ACQUISITIONS
        ------------

        Business Acquisitions
        ---------------------

Cash                                         $    906
Accounts receivable                             6,650
Property and equipment                          4,028
Registry set-up fee                            45,000
Registration fee                                7,833
Accounts payable/accrued expenses            (145,327)
                                             ---------
Net assets                                   $(80,910)
                                             =========

On December 31, 2002, the agreement to purchase Dot (SR),
Inc. was rescinded and the net assets were transferred back
to its original stockholders. The common shares and notes
payable issued were canceled and accrued interest on the
notes payable were forgiven. Revenues and net (loss) since
acquisition were $294,622 and $715,515, respectively and
are included in discontinued operations.

NOTE 4.	PROPERTY AND EQUIPMENT
        ----------------------


Property and equipment as of December 31, 2003 consisted
of the following:

   Furniture and equipment                         $  318
   Computer equipment				    2,650
                                                   -------
                                                    2,968

   Accumulated depreciation 			   (1,902)
                                                   -------
   Total                                           $1,066
                                                   =======
For the years ended December 31, 2003 and 2002,
depreciation expense was $5,408 and $73,827, respectively.





                                      -11-

<PAGE>

                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 5.	NOTES PAYABLE
        -------------

Notes payable as of December 31, 2003 consisted of the
following:

  12% note payable issued to a
  stockholder, secured by furniture
  and equipment, $664 payable monthly
  including interest, due February
  2004. The note payable is in default.		$  6,292

  7% note payable, secured by
  substantially all assets purchased
  from DeFuniak Springs Internet, Inc.,
  $3,500 payable monthly including
  interest with a balloon payment of
  approximately $48,000, due September
  2003. The note payable is in default.		  69,522

  7% notes payable, secured by
  subscriber list and equipment,
  $1,250 payable monthly including
  interest with a balloon payment
  of $5,844, due December 2004. The
  note payable is in default.                     20,203
                                                ---------
                                                  96,017
  Current portion                                   -
                                                ---------
  Total                                         $ 96,017
                                                =========

NOTE 6.	RELATED PARTY TRANSACTIONS
        --------------------------

        Due From Related Party
        ----------------------

Due from related party represents net advances to Dot (SR),
Inc., for working capital purposes
(Note 3). The advances are non-
interest bearing and have no fixed
term of repayment.


                                      -12-

<PAGE>


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 6.	RELATED PARTY TRANSACTIONS (CONTINUED)
        --------------------------------------

        Notes Payable - Stockholders
        ----------------------------

Notes payable - stockholders bear interest at 18% per annum
advanced for working capital purposes. The advances are due
within 60 days of the date of the advance but are
automatically renewable. Notes payable totaling $245,905
are secured by substantially all assets of the Company. The
remaining notes payable are unsecured. As of December 31,
2003, accrued interest was $155,767 and is included in
accounts payable and accrued expenses.

        Office Facilities
        -----------------

Commencing April 2003, the Company maintains its office
facilities at the home of its president without charge.

NOTE 7.	INCOME TAXES
        ------------

As of December 31, 2003 and 2002, no deferred income
taxes have been recorded due to the Company having no
history of profitable operations. Significant components of
the Company's net deferred income tax asset as of December
31, 2003 and 2002 are as follows:

                                      2003              2002

Net operating loss
 carryforwards	 		  $1,940,400     $1,859,000
Subscriber lists and
 goodwill                               -           538,300
Start-up expenditures                 (3,800)       (65,700)
                                  -----------    -----------
Total				   1,936,600      2,331,600
Less: Valuation allowance         (1,936,600)    (2,331,600)
                                  -----------    -----------
Net deferred income tax
 asset				  $    -         $     -
                                  ===========    ===========

                                      -13-




<PAGE>

                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 7.	INCOME TAXES (CONTINUED)
        ------------------------

During the year ended December 31, 2003, the valuation
allowance decreased by $395,000.

The reconciliation of income tax (benefit) computed at the
federal statutory rate to income tax expense (benefit) is
as follows:

  Tax (benefit) at federal statutory rate	(34.00)%
  State tax (benefit), net of federal
   benefit                                       (3.63)
  Valuation allowance                            37.63
                                               -------
  Tax provision (benefit)                        00.00%
                                               =======


The Company has net operating loss carryforwards for
federal and state purposes of approximately $5,155,000
available to offset future taxable income. The net
operating loss carryforwards, if not used, expire through
December 31, 2023.

NOTE 8.	CAPITAL STOCK
        -------------

The Company has authorized 50,000,000 common shares with
a par value of $.001 per share. As of December 31,
2003, 9,575,040 common shares were issued and outstanding.

During April and May 2003, the Company issued 2,015,000
common shares for consulting services rendered and to be
rendered for a value of $80,600. Deferred compensation of
$38,892 has been reflected as a deduction in stockholders'
equity for those services to be rendered.

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




                                      -14-

<PAGE>


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 8.	CAPITAL STOCK (CONTINUED)
        -------------------------

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 (Note 3).

On April 15, 2002, the Company issued 1,000,000 common
shares valued at $1,000,000 as partial consideration for
the acquisition of all the outstanding common shares of Dot
(SR), Inc., a company which owns the exclusive right to
market and sell Internet domain names ending in ".sr."
These common shares were canceled on December 31, 2002
(Note 3).

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

During the year ended December 31, 2002, the Company issued
250,000 common shares for legal, consulting and promotion
services rendered for a value of $250,000. On November 7,
2002, 50,000 of these common shares were canceled in
connection with consulting fees incurred upon the purchase
of the bulk web hosting software.





                                      -15-

<PAGE>

                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 9.	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 was
receivable in eighteen monthly payments of $4,564 including
interest at 10% due January 2004. During the year ended
December 31, 2003, the note receivable was written off as
uncollectible.

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.
The Company received $161,580 in cash. The remaining
balance due was written off as a price adjustment.

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.

NOTE 10.  COMMITMENTS AND CONTINGENCIES
          -----------------------------

        Operating Leases
        ----------------

The Company leased its head office and Internet provider
locations under operating leases expiring through October
2006. The lease for the head office provided for monthly
base rental payments of $2,695 including  sales tax. The
rental payments were subject to 5% increases each lease


                                      -16-

<PAGE>


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 10.  COMMITMENTS AND CONTINGENCIES (CONTINUED)
          -----------------------------------------

        Operating Leases (Continued)
        ----------------------------

year. The lease expires December 31, 2005 but was
terminated March 31, 2003 for no additional rent. The Ft.
Myers Internet provider location lease provided for monthly
base rent beginning at $6,780 increasing to $7,760 in the
final lease year including sales tax. The lease also
contained an option to purchase the building for $735,000
plus closing costs. The purchase price increases 5% each
lease year and the option expires October 14, 2006. During
November 2002, the Company vacated the premises and the
landlord has initiated a lawsuit for breach of contract and
nonpayment of rent (See "Litigation"). The Inverness
Internet provider location provided for monthly base rent
of $610 increasing to $636 beginning the second lease year.
The lease expires October 31, 2004 but was terminated in
April 2002 upon payment of two additional months rent. The
Company vacated the DeFuniak Springs Internet provider
location. Rental payments were on a month to month basis.

During the years ended December 31, 2003 and 2002, rent
expense was $5,689 and $139,997, respectively.

        Litigation
        ----------

The Company is a defendant in a lawsuit brought against it
by the landlord of its Ft. Myers Internet provider location
for breach of contract and nonpayment of rent. The lawsuit
asks for damages equal to all remaining rental payments due
under the lease totaling $307,008  exclusive of costs and
interest. As of December 31, 2003, this amount has been
accrued and is included in accounts payable and accrued
expenses.




                                      -17-


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                        (A Development Stage Company)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2003



NOTE 11.  GOING CONCERN
          -------------

The accompanying financial statements have been presented
on the basis of the continuation of the Company as a
going concern. As reflected in the financial
statements, the Company continues to incur losses
including an operating loss of $189,808 for the year ended
December 31, 2003 and has a working capital deficit of
$1,409,726 as of December 31, 2003. With the sale of its
subscribers and the discontinuance of the operations of Dot
(SR), Inc., the Company has effectively ceased as an
operating entity. These conditions create an uncertainty as
to the Company's ability to continue as a going concern.
Management is considering several scenarios to restructure
the company including seeking new equity or debt
investments, acquiring another operating entity of entering
into a new line of business. The ability of the Company to
continue as a going concern is dependent upon the success
of these actions. The financial statements 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.







                                      -18-
<PAGE>



Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on March 30, 2004.

            GREENHOLD GROUP, INC.

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



	In accordance with the requirements of the Exchange Act,
this report has been signed by the following persons on behalf
of the registrant and in the capacities indicated on March 30, 2004.

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