<PAGE>   1


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

                                AMENDMENT NO. 2

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

         FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

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

                        COMMISSION FILE NUMBER 000-29707

                              GREENHOLD GROUP, INC.
                 (Name of small business issuer in its charter)

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


                         1995 E. Oakland Park Boulevard
                           Oakland Park, Florida 33306
                                 (954) 564-0006
          (Address and telephone number of principal executive offices)

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

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock $.001 Par Value
                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ].

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-K. [X]

         State issuer's revenues for its most recent fiscal year.  $0

         As of February 28, 2001, there were 8,545,040 shares of common stock
outstanding. There were no sales of equity stock to non-affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>   2


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

a) Business Development

Greenhold Group, Inc. ("Greenhold") was 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. On December 21, 2000 (effective December 31, 2000) Greenhold entered into
a voluntary share exchange with w5h, Inc., a Florida corporation. Concurrent
with the w5h transaction on December 21, 2000 (effective December 31, 2000), the
Company acquired assets and subsidiaries that will aid in establishing its
operational network:

     1) Acquired w5h, Inc. in a voluntary share exchange by issuing 1,985,000
        shares of common stock to the 29 shareholders of w5h, Inc. in exchange
        for their combined 4,962,500 million shares of w5h.
     2) Acquired Online Services of Miami, Inc.,("Miami"), a Florida
        corporation, an existing Point of Presence ("POP") operation, as a
        wholly-owned subsidiary. This Internet Service Provider ("ISP") locale
        consists of 300 dial-up subscribers.
     3) Acquired Naples and Port Charlotte POP, Inc.("Naples"), a Florida
        corporation, an existing POP operation, as a wholly-owned subsidiary.
        This ISP locale consists of 500 dial-up subscribers.
     4) Purchased 72% of the shares of Online Services USA, Inc. ("OnlineUSA"),
        a Florida corporation, an existing ISP operation, making OnlineUSA a
        partially-owned subsidiary (2,000 dial-up subscribers). The Company
        issued 1,294,040 shares to OnlineUSA shareholders to gain ownership of
        72% of the shares of OnlineUSA.
     5) Purchased 72% of the shares of DNT(TECH), Inc. ("DNT"), a Florida
        corporation, an Internet systems service company, in a stock-for-stock
        agreement, making DNT a partially-owned subsidiary upon the issue of
        96,000 shares of Greenhold common stock.
     6) Acquired Nexgen Productions, Inc. ("Nexgen"),a Florida corporation, an
        existing Web design and hosting company, as a wholly-owned subsidiary by
        issue of 300,000 shares of Greenhold common stock to Nexgen
        shareholders.
     7) Purchased approximately 1800 dial-up subscribers of USSnet, Inc ("USS"),
        a Florida corporation, an existing ISP operation by paying $100,000 cash
        and 850,000 shares to USS.

The above transactions are described in Form 8-K and related exhibits as filed
on January 6, 2001.

And, subsequently, on January 24, 2001, Greenhold:

     8) By Contract to Purchase Assets, Greenhold purchased dial-up subscribers
        of Galaxy Online, Inc. ("Galaxy"), a Florida corporation, an ISP
        operation located in Bonita Springs, Florida. The assets purchased
        consist of approximately 1700 dial-up subscribers, domains and
        equipment. The compensation (to be paid March 31, 2001) will be $50 cash
        and 100 shares of Greenhold common stock for each active dial-up
        subscriber of Galaxy as of March 31, 2001.
     9) By Subscriber Offer and Lock-up Agreement and Consent, Greenhold
        purchased the dial-up subscribers of Worldwide Internet, Inc., ("WWI"),
        a Delaware corporation, consisting of approximately 320

                                       1
<PAGE>   3

        DSL (Digital Subscriber Line) subscribers. By terms of the Agreement,
        the Company will issue 800,000 shares of Greenhold common stock and
        $250,000 to the shareholders of WWI for the DSL subscribers.

The above transactions are described in Form 8-K and related exhibits as filed
on January 24, 2001.

b) Business of Issuer

The above-detailed purchases and acquisitions are part of the implementation of
Greenhold's plan and objective to offer proprietary and entertainment content to
the public over the Internet, thereby becoming a Proprietary Content Provider.
Greenhold intends to become a part of the broadband and mass storage revolution
using Internet Service Providers as portals for last-mile broadband delivery of
its content. A "client" will be a person needing proprietary and entertainment
content who will log onto the Company website and with the assistance of
Greenhold client search-assistants will be able to search our databases for the
information they need. Greenhold will obtain data from the world's largest
manufacturers and then will recruit expert-anchors, most often retirees who are
familiar with the manufacturers' products. Greenhold's goal is to acquire ISPs,
web designers and other related Internet businesses to add value in the form of
assets and growth potential to Greenhold.

Operations

Greenhold's plan and objective to become a Proprietary Content Provider dictates
that its operations consist primarily of: (1) acquiring the subscriber base, (2)
overseeing and coordinating the efforts of its subsidiaries, both present and
future (see "Subsidiaries" below), and (3) acquiring the proprietary content in
order to offer it to dial-up subscribers by mid-2002.

As a Proprietary Content Provider, Greenhold will rely heavily on its subscriber
base. Therefore, management plans to acquire an additional 15,000 dial-up
subscribers. It is anticipated that these acquisitions will be completed by
October 31, 2001.

Dial-up Subscribers and ISP Service

The acquisition of dial-up and DSL subscribers of uss.net, Galaxy Online, Inc.,
and Worldwide Internet, Inc. brings the total of (Greenhold) dial-up and DSL
subscribers to approximately 6500. Subsidiary Online ServicesUSA will provide
ISP services to all dial-up subscribers regardless of geographic location
through its specially-developed "virtual ISP". A Sales Access call center has
been set up and staffed by Online ServicesUSA at Greenhold providing service in
English, Spanish, French, German and Greek. Greenhold expects to have
approximately 21,000 dial-up subscribers by the end of this first acquisition
phase on or about October 31, 2001.

Subsidiaries

Each subsidiary will provide its own operating capital and may individually
borrow commercially for its operating capital needs.

                                       2
<PAGE>   4

WHOLLY-OWNED SUBSIDIARIES

Online Services of Miami, Inc. ("Miami"). Acquired on December 21, 2000
(effective December 31, 2000). An existing Point of Presence ("POP") operation
Internet Service Provider ("ISP") locale consisting of approximately 300 dial-up
subscribers.

Naples and Port Charlotte POP, Inc. ("Naples"). Acquired on December 21, 2000
effective December 31, 2000). An existing POP operation, ISP locale, consisting
of approximately 500 dial-up subscribers.

Nexgen Productions, Inc. ("Nexgen"). Acquired on December 21, 2000. An existing
Web design and hosting company.

PARTIALLY-OWNED SUBSIDIARIES

Online Services USA, Inc. ("OnlineUSA"). Acquired 72% of shares on December 21,
2000 (effective December 31, 2000). An existing ISP with approximately 2,000
dial-up subscribers.

DNT(TECH), Inc. ("DNT"). Acquired 72% of shares on December 21, 2000 (effective
December 31, 2000). An internet systems service company.

The Service, Distribution and Sales Tactics

Greenhold intends to provide a unique service by attaining critical mass and
sharing it with the public. The idea is that our service becomes a necessary
tool. Links to proprietary content owners will drive the client to our site,
proving highly beneficial to the content-provider owner. Greenhold's site will
be organized by manufacturer portal and stabilized search responses based on
who, what, where, why, when and how questions, so an intelligent search can
provide the client with information gained by accurate information-targeting in
ways not previously possible. Strategic relations with major search engines will
provide a direct link to our portals and will comprise the first level of
distribution. Additional distribution through the packaging of products,
brick-and-mortar sites, and tags with product advertisements by manufacturers
will round out the approach.

Advertising and Promotion

In addition to print advertisements in various journals and newspapers,
Greenhold plans to mount an aggressive public relations campaign to spread the
message of the uniqueness of the Proprietary Content Provider concept and that
we have amassed information and tied it to experts who understand the product
and information and can assist the general public in gaining access to this
content via the Internet.

Employees

The company currently has one full-time employee, the President, and one
part-time employee, an executive administrator who is shared with Dana M.
Gallup, Esq. During the next twelve months Greenhold will add two executive
positions. A Chief Financial Officer will be hired in the last quarter of 2001
and an Acquisitions Officer will be hired in the second quarter of 2001. Early
in 2002, as the Proprietary Content is developed, it is expected a staff of
about 30 employees will be assembled to begin the program.

Competition

The company faces good strong competition from companies that are also in the
process of acquiring dial-up subscribers from smaller ISPs.

                                       3
<PAGE>   5



However, management believes these companies do not have the expertise to handle
technically the next phase of providing Internet access. The company believes
that no one has developed, acquired, or understands the concept of the
Proprietary Content the company plans to offer as "last-mile" deliverable
product.

Government Regulation

The company is not directly regulated by any particular regulation but fully
expects there to be regulation developed to manage the Internet by various
authorities at all levels of government.

ITEM 2. DESCRIPTION OF PROPERTY

The Company does not own any real property and does not intend to make any such
acquisitions in the near future.

ITEM 3. LEGAL PROCEEDINGS

Greenhold is not subject to any pending litigation, legal proceedings or claims.

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

None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no trading market for the shares of the Company nor is there any
assurance that a regular trading market will develop for the shares, or that, if
developed, any such market will be sustained. The Company anticipates that
trading of the shares will be conducted through what is customarily known as the
National Quotation Bureau's Over-the-Counter Electronic Bulletin Board (the
"Bulletin Board"). Any market for the shares that may result will likely be less
well developed than if the shares were traded on NASDAQ or on an exchange.

As of February 28, 2001 there are 8,545,040 shares of common stock outstanding
held by 45 shareholders. All shares issued to date, including those issued from
acquisitions, are subject to a Pool and Lock-Up Agreement whereby no shares may
be sold during the first 12 months, which period commenced December 21, 2000,
after which the shares are subject to a pooling agreement whereby sale of shares
is restricted to 5% of the shares so issued per month.

The Company is in the process of preparing a Form SB-2 Registration Statement
for filing with the Securities and Exchange Commission to register an offering
of 1,000,000 shares of common stock. It is anticipated the filing will be
submitted in April 2001. Upon completion of this Offering, Greenhold will have
9,545,040 shares of common stock outstanding. All shares sold in this offering
will be freely transferable without restriction or further registration under
the Securities Act of 1933, as amended. However, any share purchased by an
affiliate (in general, a person who is in a control relationship with
Greenhold), will be subject to the limitations of Rule 144 promulgated under the
Securities Act.

                                       4
<PAGE>   6

ITEM 6. PLAN OF OPERATION

The company intends to file a Form SB-2 Registration Statement with the
Securities and Exchange Commission to register an offering of 1,000,000 shares
of common stock at $1.00 a share. It is anticipated the filing will be submitted
in April 2001. The Company intends to use the proceeds of the offering to carry
out its operations and to make additional acquisitions of subscribers. The
Company will allocate approximately 79% of the proceeds to acquisitions, 20% to
day-to-day operations, and 1% for offering costs. At completion of the offering
the Company anticipates it will have sufficient funds to operate for the next
twelve months.

The issuer does not intend to participate in any product research and
development, make any purchase or sale of plant or equipment, and expects no
significant changes in the number of employees in the next twelve months.

ITEM 7. FINANCIAL STATEMENTS

The financial statements that constitute Item 7 follow the text of this report.
An index to the financial statements appears in Item 13(a) of this report.

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

None.

                                    PART III

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

The members of the Board of Directors of Greenhold serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of Greenhold are:

Name                      Age               Position
----                      ---               --------

John D. Harris             60               President, Director

Lydia V. Diaz              37               Vice President

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
at significant gains to investors therein.

Lydia V. Diaz, formerly Vice-President of Marketing and Public Relations at w5h,
Inc., has retained the same title and position within Greenhold Group, Inc.
(part-time). Ms. Diaz has been in the marketing arena for the past decade

                                       5
<PAGE>   7

holding positions as Controller at Fahlgren Benito, Executive Vice President at
Meyer and Associates, and as General Manager at Moore, Epstein, Moore. Ms. Diaz
recently graduated with a Master's degree in Business Administration from Nova
Southeastern University, and holds a Bachelor's degree in Business
Administration from Florida Atlantic University.

ITEM 10. EXECUTIVE COMPENSATION

Greenhold's president and a part-time executive administrator are the only two
paid employees. At December 31, 2000 no compensation had been paid to officers,
directors or employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a) The following table sets forth information as of February 28, 2001 with
respect to the beneficial ownership of shares of Common Stock by each person
known by the Company to be the owner of more than 5% of the outstanding shares
of Common Stock.

                                               Shares
                                               Beneficially          Percent
Name and Address of Beneficial Owner           Owned                 of Class
------------------------------------           ------------          --------

John D. Harris
1995 E. Oakland Park Boulevard                  1,538,124              18%
Suite 350
Ft. Lauderdale, FL  33306

Dana M. Gallup
1995 E. Oakland Park Boulevard                  1,355,578              16%
Suite 350
Ft. Lauderdale, FL  33306

George Papapostolou
1342 Colonial Blvd., Suite 17                     912,851              11%
Fort Myers, FL  33907

Ray Bolouri
7918 Jones Branch Drive                           500,000               6%
Suite 600
McLean, VA  22012

Uss.net, Inc.
7918 Jones Branch Drive                           850,000              10%
Suite 600
McLean, VA  22012


b) The following table sets forth information as of February 28, 2001 with
respect to the beneficial ownership of shares of common stock by all directors
and executive officers, individually and as a group.

                                               Shares
                                               Beneficially          Percent
Name and Address of Beneficial Owner           Owned                 of Class
------------------------------------           ------------          --------

John D. Harris
1995 E. Oakland Park Boulevard                  1,538,124              18%
Suite 350
Ft. Lauderdale, FL  33306

Officers and Directors                          1,538,124              18%
As A Group

                                       6
<PAGE>   8


Unless otherwise noted, the persons named in the tables have sole voting and
investment power with respect to all Shares beneficially owned by them. No
person named in the tables is acting as nominee for any persons or is otherwise
under the control of any person or group of persons. Table is based on current
outstanding shares of 8,545,000. Percentages have been rounded to the nearest
whole number.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stock payments for acquisitions, etc. affecting beneficial shareholders listed
above are detailed in the tables below.


                                         COMPANY ACQUIRED

Greenhold Shares        Online USA,      Online Services     Naples/Port
Issued to                  Inc.          of Miami, Inc.      Charlotte 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



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Financial Statements - December 31, 2000

         Table of Contents                                     i
         Report of Independent Public Accountant              F-1
         Balance Sheet                                        F-2
         Statement of Operations                              F-3
         Statement of Changes in Stockholders' Equity         F-4
         Statements of Cash Flows                             F-5
         Notes to Financial Statements                        F-6

(b)      Reports on Form 8-K

         None

                                       7
<PAGE>   9



                                   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.

                                            GREENHOLD GROUP, INC.

                                            By: /s/ John D. Harris
                                                --------------------------------
                                                John D. Harris
                                                President

May 1, 2001

<PAGE>   10
                      GREENHOLD GROUP, INC. & SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


<PAGE>   11





                      GREENHOLD GROUP, INC. & SUBSIDIARIES

                                    CONTENTS

                                                                         PAGE
                                                                         ----

Independent Auditor's Report ....................................        F-1

Financial Statements:

 Consolidated Balance Sheet .....................................        F-2

 Consolidated Statements of Operations ..........................        F-3

 Consolidated Statements of Changes in
  Stockholders' Equity ..........................................        F-4

 Consolidated Statements of Cash Flows ..........................     F-5 - F-6

 Notes to Consolidated Financial Statements .....................     F-7 - F-15




                                       i









<PAGE>   12



                          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, as of December 31, 2000 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
eleven months then ended, year ended January 31, 2000 and for the period from
March 22, 1999 (inception) through December 31, 2000. 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. 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 as of December 31, 2000, and the results of its operations and its
cash flows for the eleven months then ended, year ended January 31, 2000 and for
the period from March 22, 1999 (inception) through December 31, 2000 in
conformity with accounting principles generally accepted in the United States.


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



February 21, 2001
Boca Raton, Florida





                                      F-1
<PAGE>   13


                       GREENHOLD GROUP, INC & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000



                                     ASSETS

CURRENT ASSETS
 Cash                                                            $   62,975
 Accounts receivable                                                 21,171
 Deposits                                                            10,100
 Other current assets                                                15,253
                                                                 ----------
         Total Current Assets                                       109,499
                                                                 ----------

PROPERTY, FURNITURE AND EQUIPMENT
 - NET                                                              119,606
                                                                 ----------

OTHER ASSETS
 Subscriber lists                                                 2,482,908
 Goodwill                                                         1,650,259
                                                                 ----------
         Total Other Assets                                       4,133,167
                                                                 ----------
TOTAL ASSETS                                                     $4,362,272
                                                                 ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                           $  138,294
 Deferred revenue                                                    32,572
 Note payable                                                        50,000
 Notes payable - stockholders                                       112,150
                                                                 ----------
     Total Current Liabilities                                      333,016

MINORITY INTEREST                                                    43,963

COMMITMENTS

STOCKHOLDERS' EQUITY                                              3,985,293
                                                                 ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                                          $4,362,272
                                                                 ==========




                Read accompanying Notes to Financial Statements.



                                      F-2
<PAGE>   14


                       GREENHOLD GROUP, INC & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       ELEVEN MONTHS ENDED DECEMBER 31, 2000, YEAR ENDED JANUARY 31, 2000
                                       AND
        PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH DECEMBER 31, 2000


<TABLE>
<CAPTION>



                                                                           PERIOD FROM
                                                                         MARCH 22, 1999
                                       ELEVEN                              (INCEPTION)
                                    MONTHS ENDED        YEAR ENDED           THROUGH
                                     DECEMBER 31,       JANUARY 31,        DECEMBER 31,
                                        2000               2000                2000
                                    -----------          ---------         -----------
<S>                                 <C>                  <C>               <C>
REVENUES                            $        --          $      --         $        --

EXPENSES
 General and administrative              12,416                 --              12,416
                                    -----------          ---------         -----------

NET LOSS                            $   (12,416)         $      --         $   (12,416)
                                    ===========          =========         ===========

LOSS PER SHARE                      $        --          $      --
                                    ===========          =========

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                    3,151,919          3,000,000
                                    ===========          =========
</TABLE>







                Read accompanying Notes to Financial Statements.


                                      F-3
<PAGE>   15


                      GREENHOLD GROUP, INC. & SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
        PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH DECEMBER 31, 2000


<TABLE>
<CAPTION>

                                                                                    ACCUMULATED
                                         COMMON STOCK                                DEFICIT
                                  ----------------------------      ADDITIONAL      DURING THE
                                     # OF              PAR            PAID-IN      DEVELOPMENT
                                    SHARES            VALUE           CAPITAL          STAGE              TOTAL
                                  -----------      -----------      -----------      -----------       -----------

<S>                                 <C>            <C>              <C>              <C>               <C>
January 31, 2000 - common
 shares issued for cash             3,000,000      $     3,000      $        --      $        --       $     3,000

Net income (loss) during
 period                                    --               --               --               --                --
                                  -----------      -----------      -----------      -----------       -----------

Balance - January 31, 2000          3,000,000            3,000               --               --             3,000

December 21, 2000 - common
 shares issued upon purchase
 acquisitions                       4,675,040            4,675        3,181,375               --         3,186,050

December 21, 2000 - common
 shares issued upon purchase
 of subscriber list                   850,000              850          799,150               --           800,000

December 28, 2000 - common
 shares issued for cash                20,000               20            4,980               --             5,000

Reclassification of amount
 due to stockholder to
 additional paid-in capital                --               --            3,659               --             3,659

Net (loss) during period                   --               --               --          (12,416)          (12,416)
                                  -----------      -----------      -----------      -----------       -----------

Balance - December 31, 2000         8,545,040      $     8,545      $ 3,989,164      $   (12,416)      $ 3,985,293
                                  ===========      ===========      ===========      ===========       ===========
</TABLE>


                Read accompanying Notes to Financial Statements.



                                      F-4
<PAGE>   16


                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       ELEVEN MONTHS ENDED DECEMBER 31, 2000, YEAR ENDED JANUARY 31, 2000
                                       AND
        PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                                         PERIOD FROM
                                                                                       MARCH 22, 1999
                                                        ELEVEN                           (INCEPTION)
                                                     MONTHS ENDED      YEAR ENDED          THROUGH
                                                      DECEMBER 31,     JANUARY 31,       DECEMBER 31,
                                                         2000              2000             2000
                                                     -------------     -----------     ---------------
<S>                                                    <C>               <C>              <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net (loss)                                            $(12,416)         $     --         $(12,416)
 Adjustments to reconcile
  net loss to net cash (used in)
  operating activities:
   Changes in assets and liabilities
    net of effects from purchase acquisitions:
    Increase in accounts
     payable                                              5,865                --            5,865
                                                       --------          --------         --------
NET CASH (USED IN) OPERATING
 ACTIVITIES                                              (6,551)               --           (6,551)
                                                       --------          --------         --------
CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Cash acquired from acquisitions                         47,867                --           47,867
                                                       --------          --------         --------
CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Proceeds from issuance of common
  stock                                                   5,000             3,000            8,000
 Increase in amount due to related
  parties                                                13,659                --           13,659
                                                       --------          --------         --------
NET CASH PROVIDED BY FINANCING
 ACTIVITIES                                              18,659             3,000           21,659
                                                       --------          --------         --------
NET INCREASE IN CASH                                     59,975             3,000           62,975

CASH - BEGINNING                                          3,000                --               --
                                                       --------          --------         --------
CASH - ENDING                                          $ 62,975          $  3,000         $ 62,975
                                                       ========          ========         ========
</TABLE>



                Read accompanying Notes to Financial Statements.

                                      F-5
<PAGE>   17

                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
       ELEVEN MONTHS ENDED DECEMBER 31, 2000, YEAR ENDED JANUARY 31, 2000
                                       AND
        PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH DECEMBER 31, 2000



SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
ACTIVITIES:

On December 21, 2000 effective December 31, 2000, the Company acquired all of
the outstanding common shares of W5h, Inc., a development stage company, engaged
to construct a proprietary information database on the Internet by issuing
1,985,000 common shares for a value of $1,488,750.

On December 21, 2000 effective December 31, 2000, the Company acquired 72% of
the outstanding common shares of On Line Services U.S.A., Inc., an Internet
service provider by issuing 1,294,040 common shares for a value of $1,000,000.

On December 21, 2000 effective December 31, 2000, the Company acquired all the
outstanding common shares of Naples and Port Charlotte Pop, Inc., an Internet
service provider by issuing 500,000 common shares for a value of $250,000.

On December 21, 2000 effective December 31, 2000, the Company acquired all the
outstanding common shares of On Line Services of Miami, Inc., an Internet
service provider by issuing 200,000 common shares for a value of $150,000.

On December 21, 2000 effective December 31, 2000, the Company acquired all the
outstanding common shares of Nexgen Productions, Inc., a website development and
web hosting company by issuing 300,000 common shares for a value of $225,000.

On December 21, 2000 effective December 31, 2000, the Company acquired 72% of
the outstanding common shares of DNT (Tech), Inc., an Internet systems service
company by issuing 96,000 common shares for a value of $72,000.

On December 21, 2000 effective December 31, 2000, the Company purchased the
subscriber list of an Internet service provider by issuing 850,000 common shares
and a note payable for $100,000 for a total value of $900,000.

An amount due to stockholder of $3,659 was reclassified to additional paid-in
capital.


                                      F-6
<PAGE>   18

                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1.           ORGANIZATION

                  Greenhold Group, Inc. was incorporated on March 22, 1999 under
                  the laws of the State of Florida. The company was originally a
                  "shell" company, the purpose of which was to seek and
                  consummate a merger or acquisition. With the acquisitions
                  referred to in Note 3, the Company ceased to be a development
                  stage company and now operates as an Internet service provider
                  with subscribers mainly in Southeast and Southwest Florida,
                  and Illinois. The Company extends credit to some of its
                  customers. The Company's headquarters is in Oakland Park,
                  Florida.

                  The Company changed its fiscal year-end from January 31 to
                  December 31.

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,
                  W5h, Inc., On Line Services U.S.A., Inc., Naples and Port
                  Charlotte Pop, Inc., On Line Services of Miami, Inc., Nexgen
                  Productions, Inc. and DNT (Tech), Inc. from the date of
                  acquisition. All significant intercompany balances and
                  transactions have been eliminated in consolidation.

                  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.


                                      F-7
<PAGE>   19

                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  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                3 to 7 years

                  INTANGIBLE ASSETS

                  Intangible assets are recorded at cost. Amortization is
                  computed by the straight-line method over the estimated useful
                  lives of the assets as follows:

                           Subscriber lists                       3 years
                           Goodwill                               3 years

                  Intangible assets are reviewed for impairment whenever events
                  or changes in circumstances indicate that the carrying amount
                  may not be recoverable. Recoverability of assets is measured
                  by a comparison of the carrying amount of the asset to the net
                  future cash flows expected to be generated from the asset. No
                  impairments were recognized in 2000.

                  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.


                                      F-8
<PAGE>   20





                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  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.

NOTE 3.           ACQUISITIONS

                  BUSINESS ACQUISITIONS

                  On December 21, 2000 effective December 31, 2000, the Company
                  acquired all the outstanding common shares of W5h, Inc., a
                  development stage company, engaged to construct a proprietary
                  information database on the Internet by issuing 1,985,000
                  common shares for a value of $1,488,750. Goodwill of
                  $1,429,017 was recorded in this transaction and is being
                  amortized over three years using the straight line method.

                  On December 21, 2000 effective December 31, 2000, the
                  Company acquired 72% of the outstanding common shares of On
                  Line Services U.S.A., Inc., an Internet service




                                      F-9
<PAGE>   21
                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3.           ACQUISITIONS (CONTINUED)

                  BUSINESS ACQUISITIONS

                  provider by issuing 1,294,040 common shares for a value of
                  $1,000,000. Subscriber list of $1,082,032 was recorded in this
                  transaction and is being amortized over three years using the
                  straight line method.

                  On December 21, 2000 effective December 31, 2000, the Company
                  acquired all the outstanding common shares of Naples and Port
                  Charlotte Pop, Inc., an Internet service provider by issuing
                  500,000 common shares for a value of $250,000. Subscriber list
                  of $264,538 was recorded in this transaction and is being
                  amortized over three years using the straight line method.

                  On December 21, 2000 effective December 31, 2000, the Company
                  acquired all the outstanding common shares of On Line Services
                  of Miami, Inc., an Internet service provider by issuing
                  200,000 common shares for a value of $150,000. Subscriber list
                  of $236,338 was recorded in this transaction and is being
                  amortized over three years using the straight line method.

                  On December 21, 2000 effective December 31, 2000, the Company
                  acquired all the outstanding common shares of Nexgen
                  Productions, Inc., a website development and web hosting
                  company by issuing 300,000 common shares for a value of
                  $225,000. Goodwill of $221,242 was recorded in this
                  transaction and is being amortized over three years using the
                  straight line method.

                  On December 21, 2000 effective December 31, 2000, the Company
                  acquired 72% of the outstanding common shares of DNT (Tech),
                  Inc., an Internet systems service company by issuing 96,000
                  common shares for a value of $72,000. The transaction resulted
                  in an excess of fair value of net assets acquired over the
                  purchase price in the amount of $41,049. This excess was
                  allocated as a reduction to computer and office equipment.


                                      F-10
<PAGE>   22

                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3.           ACQUISITIONS (CONTINUED)

                  The following summarizes the fair value of the assets acquired
                  and liabilities assumed:

                      Cash                                 $  47,867
                      Accounts receivable                     20,871
                      Other current assets                    15,253
                      Due from affiliates                    207,020
                      Deposits                                10,100
                      Property and equipment                 160,655
                      Accounts payable/accrued expenses      (82,414)
                      Deferred revenue                       (32,572)
                      Due to officer                        (112,150)
                      Due to affiliates                     (197,035)
                                                           ---------
                           Net Assets                      $  37,595
                                                           =========


                  The following pro forma consolidated financial information
                  gives effect to the acquisition as if it had occurred at the
                  beginning of the respective periods 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.

                                                                  PERIOD FROM
                                                                MARCH 22, 1999
                                                                 (INCEPTION)
                                             ELEVEN MONTHS         THROUGH
                                           ENDED DECEMBER 31,    DECEMBER 31,
                                                  2000                2000
                                           ------------------   --------------

                  Revenues                     $   647,956         $   282,209
                                               ===========         ===========
                  Net income (loss)            $(1,784,152)        $(1,067,173)
                                               ===========         ===========
                  Loss per share               $      (.21)        $      (.13)
                                               ===========         ===========
                  Weighted average
                    shares outstanding           8,525,000           8,525,000
                                               ===========         ===========




                                      F-11
<PAGE>   23

                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 3.           ACQUISITIONS (CONTINUED)

                  SUBSCRIBER LIST

                  On December 21, 2000 effective December 31, 2000, the Company
                  purchased the subscriber list of an Internet service provider
                  by issuing 850,000 common shares and a note payable for
                  $100,000 for a total value of $900,000. The subscriber list is
                  being amortized over three years using the straight-line
                  method.

NOTE 4.           PROPERTY AND EQUIPMENT

                  Property and equipment as of December 31, 2000 was as follows:

                      Furniture and equipment          $ 15,796
                      Computer equipment                103,810
                                                       --------
                                                        119,606

                      Accumulated depreciation               --
                                                       --------

                      Total                            $119,606
                                                       ========

NOTE 5.           NOTE PAYABLE

                  Note payable consists of the amount due to the Internet
                  service provider for the purchase of a subscriber list
                  referred to in Note 3. The note is non-interest bearing and
                  was paid on January 19, 2001.

NOTE 6.           NOTES PAYABLE - STOCKHOLDERS

                  Notes payable - stockholders consist of unsecured notes
                  bearing interest at 18% per annum for working capital
                  purposes. The advances are due within 60 days of the date of
                  the advance but are automatically renewable. Subsequent to
                  December 31, 2000, additional advances of $110,000 were made.


                                      F-12
<PAGE>   24

                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 7.           INCOME TAXES

                  As of December 31, 2000, 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 are as follows:

                      Start-up expenditures                 $ 2,400
                      Less: Valuation allowance              (2,400)
                                                            -------

                      Net deferred income tax asset         $    --
                                                            =======


                  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        (15.00)%
                      State tax (benefit), net of federal
                        benefit                                       (4.68)
                      Valuation allowance                             19.68
                                                                      -----
                      Tax provision (benefit)                         00.00%
                                                                      =====

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, 2000, 8,545,040
                  common shares were issued and outstanding.

NOTE 9.           COMMITMENTS

                  The Company leases its Ft. Lauderdale and Ft. Myers, Florida
                  office facilities under operating leases expiring through
                  December 31, 2005. The Ft. Lauderdale lease provides for
                  monthly rental payments of $2,695 including sales tax. The
                  rental payments are subject to 5% increases each lease year.
                  The Ft. Myers lease provides for monthly base rent of $1,140
                  plus sales tax and its share of building operating expenses.


                                      F-13
<PAGE>   25

                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 9.           COMMITMENTS (CONTINUED)

                  The Company also leases computer equipment under a
                  noncancelable lease expiring November 2003.

                  Future minimum lease payments due under these leases for the
                  years ending subsequent to December 31, 2000 are as follows:

                      DECEMBER 31,                          AMOUNT
                      ------------                          ------

                         2001                             $ 63,698
                         2002                               47,642
                         2003                               48,426
                         2004                               39,314
                         2005                               43,344
                                                          --------
                      Total                               $242,424
                                                          ========

NOTE 10.          SUBSEQUENT EVENTS

                  On January 1, 2001, the Company purchased furniture and
                  computer equipment from a stockholder for $20,000. The Company
                  issued a note, payable in 36 monthly installments of $664
                  including interest at 12%.

                  On January 24, 2001, the Company purchased the subscriber list
                  of an Internet service provider for approximately $960,000 by
                  issuing 800,000 common shares ($.89 per share) with the
                  balance of $250,000 payable in cash by March 31, 2001. The
                  purchase price price may be adjusted depending upon the actual
                  number of subscribers as of February 15, 2001. In conjunction
                  with this transaction, the Company purchased computer
                  equipment for $9,300.

                  On January 24, 2001 effective March 31, 2001, the Company
                  purchased the subscriber list of an Internet service provider
                  for $150 per subscriber in a transaction valued



                                      F-14
<PAGE>   26

                      GREENHOLD GROUP, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 10.          SUBSEQUENT EVENTS (CONTINUED)

                  at approximately $255,000. The purchase price may be adjusted
                  depending upon the actual number of subscribers as of March
                  30, 2001. The purchase price is payable $50 cash and the
                  issuance of 100 common shares per subscriber ($1.00 per
                  share).



                                      F-15