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, 2001

                        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.)

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

                                 (954) 564-0006
                  (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, 2001 were $1,232,369.

   As of December 31, 2001, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on a value of $2.00 per share
held by non-affiliates on December 31, 2001) was $7,776,974.

   As of December 31, 2001, there were 8,880,040 shares of the registrant's
Common Stock outstanding.


<PAGE>                                 1


PART I.
-------

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.  On December 21, 2000 (and effective December
31, 2000) we executed a voluntary share exchange with w5h, Inc. (a
Florida corporation) and adopted the goals of w5h to offer
proprietary and entertainment content to the public over the
Internet.  Toward that end, concurrent with the w5h combination on
December 21, 2000 (effective December 31, 2000), the Company acquired
assets and subsidiaries that will aid in establishing the operational
network necessary to carry out its goals:

     1)  Acquired w5h, Inc., a Florida corporation, 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 (at a rate of .40 share of Greenhold
for each share of w5h). Greenhold shareholders Harris, Gallup and
Papapostolou and/or persons related to them were also shareholders of
w5h, owning collectively less than 25% of w5h.

     2)  Acquired Florida corporation Online Services of Miami,
Inc.,("Miami") an existing Point of Presence ("POP") operation, as a
wholly-owned subsidiary.  This Internet Service Provider ("ISP") locale
consists of approximately 300 dial-up subscribers valued at $500 each.
The Company issued 200,000 shares to the Miami shareholders.
Greenhold shareholders Harris and Papapostolou were also
shareholders in Miami and received 100,000 shares each in the transaction.

     3)  Acquired Florida corporation Naples and Port Charlotte
POP, Inc. ("Naples") an existing POP operation, as a wholly-
owned subsidiary.  This ISP locale consists of approximately 500
dial-up subscribers valued at $500 each. We issued 500,000 shares
to Naples shareholders. Greenhold shareholders Harris and
Papapostolou were also shareholders in Naples and received 125,000
shares each in the transaction.

     4)  Purchased 72% of the shares of Florida corporation Online
Services USA, Inc. ("OnlineUSA"), an existing ISP operation, making
OnlineUSA a partially-owned subsidiary.  The approximately 2,000
OnlineUSA dial-up subscribers are valued at $500 each. We issued 1,294,040


<PAGE>                                 2


shares to OnlineUSA shareholders to gain ownership of 72% of the
shares of OnlineUSA. Greenhold shareholders Harris, Gallup and
Papapostolou and persons related to them received shares amounting to
approximately 42% of the 1,294,000 issued in the transaction.

     5)  Purchased 72% of the shares of Florida corporation DNT(TECH), Inc.
("DNT"), 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. Greenhold shareholders
Harris, Gallup and Papaposotlou and persons related to them received
shares amount to approximately 85% of the 96,000 issued in the transaction.

     6)  Acquired Florida corporation Nexgen Productions, Inc.
("Nexgen"), 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 dial-up subscribers of Florida corporation
USSnet, Inc. ("USS"), an existing ISP operation, paying $100,000 cash
and 850,000 shares to USS for approximately 400 dial-up subscribers.

     8)  We acquired certain subscribers from Lineshark Communications,
Inc. during the period May through August 2001.  Lineshark communications
ceased operations before the process could be completed therefore the
acquired number of subscribers was about 600 units. The total cost for the
acquisition which included a wireless operation in Key west cost less than
$50,000.

     9)  Acquired Florida corporation DeFuniak Springs Internet, Inc.
("DeFuniak") an existing full service ISP operation, as a wholly-owned
subsidiary, which acquisition was completed during July 2001. This operation
ended the year with about 1435 subscribers.

    10)  Acquired Florida corporation Shadrach Enterprises, Inc.,
("Shadrach") an existing full service ISP operation, as a wholly-owned
subsidiary, which was completed in August 2001. At the time of purchase
we acquired approximately 1050 subscriber and by year's end this had
grown to about 1500 subscribers.

    The above-detailed purchases and acquisitions are part of the
implementation of our plan and objective to offer proprietary and
entertainment content to the public over the Internet, thereby
becoming a Proprietary Content Provider. Our goal is to acquire ISPs,
web designers and other related Internet businesses to add value in
the form of assets and growth potential to us.

<PAGE>                                 3



     By year's end we concluded arrangements with SunTrust Bank to
consolidate all of the credit card billing facilities using their
merchant card services and on January 1, 2002 consolidated all of the
corporate banking at SunTrust


    The Service, Distribution and Sales Tactics
    -------------------------------------------

    We intend to provide 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.  Our 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.

    By year's end we had begun to examine the basic function of our
56K dial up subscriber service and made the determination to sell the
subscriber and move our focus to providing the services of bulk web
hosting, bulk email, and disaster recovery on a national basis. To
fund this growth opportunity we decided to see the subscribers to
raise the cash needed to carryout these plans.

    Once the transition is completed to providing these services on
a national basis it is the company's intention to investigate other
forms of broadband services which might be uniquely suited to the
Florida environment so that the company can realize it objective of
being able to provide last mile delivery of content.


     Advertising and Promotion
     -------------------------

     In addition to print advertisements in various journals and
newspapers, we plan 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.
The company will use the Internet exclusively to advertise and
promote the three services outlined above on a national basis. It is
believed that the market targets for these services can be identified
and found at the lowest dollar cost per unit using the Internet for
these purposes.

<PAGE>                                 4

    Employees
    ---------

    On January 1,2002 the employees of the three operating units
were combined on the Greenhold payroll. This meant an increase in the
Greenhold from 1 full time and one part time employee to
approximately 30 employees. Once the subscribers have been sold,
which is expected to be completed by about June 30, 2002 there will
be about 5 employees on the payroll, with most all of these employees
located at the new Fort Myers facility.

    Competition
    -----------

    We face good strong competition from companies that are also in
the process of acquiring dial-up subscribers from smaller ISPs.
However, management believes these companies do not have the
expertise to handle technically the next phase of providing Internet
access.  While holding to this position the company has decided the
future of the 56k access world is limited and that the company will
best serve its needs by finding new source of broadband services
other than DSL. To compete successfully in the new environment the
company believes the last mile must be delivered through a process
which does not rely upon existing telcos and is able top deliver at a
higher subscriber rate with yields that are at least triple the rate
possible with inherent telco costs.

    Government Regulation
    ---------------------

    We are not directly regulated by any particular regulation but
fully expect there to be regulation developed to manage the Internet
by various authorities at all levels of government.

    Subsequent Events
    -----------------

    The company sold the Online Services subscribers to Earthlink
for $165 per subscriber and sold the Shadrach subscribers to Accentra
Inc for $165 per subscriber. The company is currently negotiating
with several buyers and expects to conclude a sale of the DeFuniak
subscribers by April 30,2002. All of these sales will have been
completed by July 15,2002.

    In addition, we have completed negotiations to buy, and
anticipate executing an agreement to purchase all of the outstanding
shares of Dot (SR), Inc. for a consideration of $4 million and 1
million shares of our common stock. Dot (SR), Inc. is currently owned
by three individuals, Mr. John Harris, our President, who owns
twenty-five percent (25%), Mr. Dana Gallup, a holder of  15.82% of
our common stock, who owns twenty-five percent (25%) and a third
individual who is unaffiliated with us and who owns the remaining
fifty percent (50%).  Dot (SR), Inc has the world wide marketing
rights to the country code Top Level Domain .sr. Dot (SR) and is
marketing the name registrations to corporation world wide which are
mandated to register their names, brands, and trade marks in each
ccTLD and the company believes there will be about 10,000
registration by these corporation during the first two years of
operation. As the registration fee is $299 per year and the renewal
rate is very high we believe that annual sales revenue from


<PAGE>                                 5

registrations will exceed $3 million per year. In addition, Dot (SR),
Inc. has an agreement with a third party provider to provide email
addresses based on first@last.sr and believes there is a world market
in excess of 1.5 billion customers. The ccTLD of .sr means senior in
English, senor in Spanish, signori in Italian and senhour in
Portuguese. We believe that once the domain is fully developed the
company should be an attractive acquisition to such major name
registrars such as Verisign or Register.com.


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.  We lease our principal
executive offices, which consist of  1200 square feet located in Fort
Lauderdale, Florida in a lease extending through  December 31,2005 at
$2900 per month.


Item 3.  LEGAL PROCEEDINGS
--------------------------

    A complaint was filed against us by Zimmerman Communications,
Inc. in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida on February 14, 2002, seeking damages of
approximately $100,000.  Zimmerman alleges that it was an intended
third party beneficiary of a contract entered into between us and
Lineshark Communications, Inc.  We have retained counsel who has
filed a motion to dismiss.  We believe that even if our motion to
dismiss is not granted that we have meritorious defenses and intend
to vigorously defend the claim.


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

    No matter was submitted during the quarter ending December 31,
2001, covered by this report to a vote of the Company's shareholders,
through the solicitation of proxies or otherwise.

<PAGE>                                 6


PART II.
--------

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

    Since inception, we issued a total of 5,545,040 shares of
our common stock in connection with the various acquisitions
of internet service providers and subscriber lists.  All
of these shares were issued pursuant to Section 4(2) of the
Securities Act.

    As of December 31, 2001 there were approximately 70 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 8,880,040 shares of
Common Stock issued and outstanding.

    Our shares of Common Stock commended 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, 2001 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                $2.00           $1.35



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.

<PAGE>                                 7

Item 6.  PLAN OF OPERATION
--------------------------

    In the year ended December 31, 2001, we continued to integrate
the Shadrach Inverness and DFSI, DeFuniak Springs operations with its
Fort Myers based Online Services ISP operation by centralizing credit
card clearance and banking with SunTrust Banks in South Florida.  In
addition, accounting functions were centralized at the Fort
Lauderdale executive offices.

    We acquired new premises in Fort Myers, Florida of about 9,000
square feet, which included a data center built to Level 3 standards.
We were able to secure the premises at the unimproved cost of under
$7,000 per month.  We estimate the improvements accruing to us are
greater than $600,000, which is the equivalent cost to replicate the
improvements.

    As a result of the acquisition of the Level 3 data center we, in
light of the disaster of September 11, 2001 decided to restructure
our business and to begin offering A Disaster Recovery service, which
we will begin to offer nationally on May 1, 2002.  In addition, we
acquired from WebShow Host, Inc. a non-exclusive license to software,
which allow the company to enter the bulk-hosting business nationally
and internationally. Also, we have acquired software and are in the
business of establishing offshore mail servers so that we can enter
the bulk-email business.

    To finance these operations, we sold the Fort Myers Online
Services subscribers to Earthlink, which sale should be completed by
July 15, 2002, and sold our Shadrach Inverness subscribers to
Accentra of Michigan.  We are currently negotiating offers for our
DFSI, DeFuniak Springs subscribers and expect all three sales to be
complete by July 30, 2002.

    These funds will in part be used to fund the start-up operations
concerned with offering bulk-email, and disaster recovery.
Additionally, some of the funds will be used to grow the local web
hosting businesses of the Fort Myers, Shadrach, and Inverness
operations into both a national and international business.

    We are currently involved in a number of negotiations to acquire
both dial-up and web hosting subscribers so that we can extract the
web hosting accounts and sell the subscribers to other aggregators.

    The company will have sufficient cash on hand as a result of the
sale of subscribers to fund operation through the third quarter. It
is expected the company will raise additional cash in the last
quarter of 2002.

<PAGE>                                 8


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>                                 9


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          61      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.


Section 16(a) Beneficial Ownership Reporting Compliance

    The Company is aware that Mr. John Harris, our President,
Mr. Dana Gallup, Mr. George Papapostolou, Mr. Ray Bolouri and
USS.net, Inc. each of which is the beneficial holder of more than 10%
of our shares of common stock, during fiscal year 2001, failed to
file on a timely basis their Form 3 report required by Section 16(a)
of the Securities Exchange Act of 1934.


<PAGE>                                 9


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, 2001 and 2000 to our
President.

<TABLE>
<CAPTION>


Name and                                  Other      Restricted   Securities
Principal     Fiscal                      Annual       Stock      Underlying   LTIP     All other
Position       Year    Salary    Bonus  Compensation   Awards      Options    Payouts  Compensation
----------------------------------------------------------------------------------------------------
<S>           <C>      <C>       <C>    <C>          <C>          <C>         <C>      <C>

John Harris,   2001    $150,000    -        -            -            -          -          -
President
               2000    $10,000     -        -            -            -          -          -


</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 entered into an employment agreement with John Harris, our
President effective January 1, 2001 and running through December 31, 2011
under which we have hired him to continue serving as our President.  The
agreement calls for Mr. Harris to receive a base salary of $150,000, which
may be increased by the board of directors.  The agreement also calls for
Mr. Harris to receive such standard benefits as vacation time and the use of
an automobile.  The agreement also granted Mr. Harris the option to
purchase options as follows:

a) 1,000,000 shares of our common stock at a price per share of $0.025
   exercisable until December 31, 2001.

b) 2,000,000 shares of our common stock at a price per share of $0.05
   exercisable between January 1, 2002 and June 30, 2002.

c) 2,000,000 shares of our common stock at a price per share of $0.25
   exercisable between July 1, 2002 and December 31, 2002.

    The agreement calls for us to loan the funds to exercise these
options to Mr. Harris, for a term of three years at an interest rate of
four percent (4%) per annum.


<PAGE>                                 10


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:


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

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

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

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

Ray Bolouri                            500,000          5.84%
7918 Jones Branch Drive
Suite 600
McLean, VA  22012

Uss.net, Inc.                          850,000          9.92%
7918 Jones Branch Drive
Suite 600
McLean, VA  22012

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


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


<PAGE>                                 11


Item 12. CERTAIN TRANSACTIONS
-----------------------------

    We have completed negotiations to buy, and anticipate executing
an agreement to purchase all of the outstanding shares of Dot (SR),
Inc for a consideration of $4 million and 1 million shares of our
common stock. Dot (SR), Inc. is currently owned by three individuals:
Mr. John Harris, our President, who owns twenty-five percent (25%),
Mr. Dana Gallup, a holder of 15.83% of our common stock, who owns
twenty-five percent (25%) and a third individual who is unaffiliated
with us and who owns the remaining fifty percent (50%).  Dot (SR),
Inc has the world wide marketing rights to the country code Top Level
Domain .sr. Dot (SR) and is marketing the name registrations to
corporation world wide which are mandated to register their names,
brands, and trade marks in each ccTLD and the company believes there
will be about 10,000 registration by these corporation during the
first two years of operation. As the registration fee is $299 per
year and the renewal rate is very high the company believe that
annual sale revenue form registrations will exceed $3 million per
year. In addition, Dot (SR), Inc has an agreement with a third party
provider to provide email addresses based on first@last.sr and
believes there is a world market in excess of 1.5 billion customers.
The ccTLD of .sr means senior in English, senor in Spanish, signori
in Italian and senhour in Portuguese. We believe that once the domain
is fully developed the company should be an attractive acquisition to
such major name registrars such as Verisign or Register.com.

    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>                                 13


Item 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

Exhibit
-------

10.3  Employment Agreement with John Harris.


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



<PAGE>                                 14








                   GREENHOLD GROUP, INC. & SUBSIDIARIES

                     CONSOLIDATED FINANCIAL STATEMENTS

                              DECEMBER 31, 2001







<PAGE>                                15






                    GREENHOLD GROUP, INC. & SUBSIDIARIES

                                   CONTENTS



                                                                       Page
                                                                       ----

Independent Auditor's Report						 1

Financial Statements:

 Consolidated Balance Sheet 						 2

 Consolidated Statements of Operations                                   3

 Consolidated Statements of Changes in
  Stockholders' Equity                                                   4

 Consolidated Statements of Cash Flows                                 5 - 7

 Notes to Consolidated Financial Statements                            8 - 20



<PAGE>                                16






                       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, 2001 and the
related consolidated statements of operations, changes in
stockholders' equity and cash flows for the year ended December 31,
2001 and for the eleven months ended 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, 2001, and the results
of its operations and its cash flows for the year ended December 31,
2001 and for the eleven months December 31, 2000 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 12 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, 2001. Management's plans in regard to that
matter also are described in Note 12. 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.

April 3, 2002
Boca Raton, Florida


                                      F-1

<PAGE>                                17



                     GREENHOLD GROUP, INC & SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                              DECEMBER 31, 2001

                                    ASSETS

CURRENT ASSETS
 Cash                                                             $   6,923
 Accounts receivable                                                 53,196
                                                                 ----------
Total Current Assets                                                 60,119
                                                                 ----------
PROPERTY, FURNITURE AND EQUIPMENT
 - NET                                                              226,405
                                                                 ----------
OTHER ASSETS
 Subscriber lists - net                                           1,111,675
 Deposits                                                             7,410
                                                                 ----------

Total Other Assets                                                1,119,085
                                                                 ----------

TOTAL ASSETS                                                     $1,405,609
                                                                 ==========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                           $  498,805
 Deferred revenue                                                    67,467
 Current portion of notes payable			            107,564
 Current portion of capital lease obligation                          8,343
 Notes payable - stockholders                                       410,422
                                                                 ----------

     Total Current Liabilities                                    1,092,601

LONG-TERM LIABILITIES
 Notes payable - less current portion                               148,647
                                                                 ----------

        Total Liabilities                                         1,241,248

MINORITY INTEREST                                                    46,154

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY                                                118,207
                                                                 ----------

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                                          $1,405,609
                                                                 ==========


             Read accompanying Notes to Financial Statements.

                                     F-2



<PAGE>                                18



                   GREENHOLD GROUP, INC & SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                      YEAR ENDED DECEMBER 31, 2001
                                    AND
                 ELEVEN MONTHS ENDED DECEMBER 31, 2000




                                                       Eleven
                                     Year Ended      Months Ended
                                     December 31,    December 31,
                                        2001            2000
                                        ----            ----

REVENUES                             $ 1,232,369       $   -

COST OF REVENUES                         538,304           -
                                     -----------      ---------

GROSS PROFIT                             694,065           -
                                     -----------      ---------

EXPENSES
 General and administrative            1,330,422         12,416
 Depreciation and amortization         1,490,252           -
 Interest expense                         73,286           -
 Minority interest in net income           2,191           -
 Impairment of intangible assets       2,000,000           -
                                     -----------      ---------

Total Expenses                         4,896,151         12,416
                                     -----------      ---------

NET LOSS                             $(4,202,086)      $(12,416)
                                     ===========      =========

LOSS PER SHARE                       $      (.49)      $   -
                                     ===========      =========

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                     8,656,241      3,151,919
                                     ===========      =========



               Read accompanying Notes to Financial Statements.
                                      F-3

<PAGE>                                19


<TABLE>
<CAPTION>

                                               GREENHOLD GROUP, INC. & SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                           YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000




                                             Common Stock         Additional
                                            # of       Par          Paid-in
                                           Shares     Value         Capital        Deficit       Total
                                           ------     -----         -------        -------       -----
                                         <C>         <C>          <C>             <C>           <C>
<S>
Balance - January 31, 2000               3,000,000   $3,000       $    -          $    -        $    3,000
Common shares issued upon purchase
 acquisitions                            4,675,040    4,675        3,181,375           -         3,186,050
Common shares issued upon purchase
 of subscriber list                        850,000      850          799,150           -           800,000
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

Common shares issued upon purchase
 acquisitions                               10,000       10            9,990           -            10,000
Common shares issued upon purchase
 of subscriber list                         10,000       10            9,990           -            10,000
Common shares issued for cash              250,000      250          249,750           -           250,000


Common shares issued for services
 rendered                                   65,000       65           64,935           -            65,000
Net (loss) during year                       -         -               -         (4,202,086)    (4,202,086)
                                         ---------   ------       ----------     -----------    -----------

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


</TABLE>



                              Read accompanying Notes to Financial Statements.
                                                            F-4

<PAGE>                                20



                       GREENHOLD GROUP, INC. & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2001
                                      AND
                     ELEVEN MONTHS ENDED DECEMBER 31, 2000



                                                                     Eleven
                                                Year Ended        Months Ended
                                                December 31,       December 31,
                                                   2001               2000
                                                   ----               ----

CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net (loss)                                    $(4,202,086)         $(12,416)
 Adjustments to reconcile net loss
  to net cash used in operating
  activities:
   Depreciation and amortization                 1,490,252              -
   Minority interest in net income                   2,191              -
   Impairment of intangible assets               2,000,000              -
   Common stock issued for services                 65,000
   Changes in assets and liabilities
    net of effects from purchase
    acquisitions:
    (Increase) decrease in:
     Accounts receivable                           (30,933)             -
     Other current assets                           15,253              -
     Deposits                                        2,890              -
    Increase (decrease) in:
     Accounts payable                              359,660             5,865
     Deferred revenue                               34,895              -
                                                -----------        ----------
NET CASH USED IN OPERATING ACTIVITIES             (262,878)           (6,551)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Cash acquired from acquisitions                     1,838            47,867
 Cash paid for acquisitions                        (88,000)             -
 Purchase of subscriber lists                      (87,258)             -
 Purchase of furniture and equipment               (84,830)             -
                                                -----------        ----------
NET CASH USED IN (PROVIDED BY) INVESTING
 ACTIVITIES                                       (258,250)           47,867
                                                -----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable - stockholders        560,500              -
 Repayment of notes payable - stockholders        (262,228)             -
 Repayment of notes payable                        (78,789)             -
 Repayment of capital lease obligation              (4,407)             -
 Proceeds from issuance of common stock            250,000             5,000
 Increase in amount due to related
  parties                                             -               13,659
                                                -----------        ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES          465,076            18,659
                                                -----------        ----------
NET INCREASE (DECREASE) IN CASH                    (56,052)           59,975
CASH - BEGINNING                                    62,975             3,000
                                                -----------        ----------
CASH - ENDING                                  $     6,923        $   62,975
                                                ===========        ==========


                    Read accompanying Notes to Financial Statements.
                                       F-5


<PAGE>                                 21


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                           YEAR ENDED DECEMBER 31, 2001
                                      AND
                      ELEVEN MONTHS ENDED DECEMBER 31, 2000



                                                   2001      2000
                                                   ----      ----

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
  Cash paid during the year for:
   Interest                                     $10,532     $  -
                                                =======     ======

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
ACTIVITIES:

YEAR ENDED DECEMBER 31, 2001:

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

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

Note payable and capital lease
obligation incurred upon purchase of
furniture and equipment.                                   $ 32,750
                                                           ========

Common shares issued and note payable
incurred upon acquisition of subscriber
list and equipment from an Internet
service provider.                                          $ 55,000
                                                           ========

Common shares issued for services
rendered.                                                  $ 65,000
                                                           ========


                Read accompanying Notes to Financial Statements.
                                      F-6

<PAGE>                                22



                    GREENHOLD GROUP, INC. & SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                        YEAR ENDED DECEMBER 31, 2001
                                      AND
                   ELEVEN MONTHS ENDED DECEMBER 31, 2000

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
ACTIVITIES (CONTINUED):

ELEVEN MONTHS ENDED DECEMBER 31, 2000:
--------------------------------------
Common shares issued upon acquisition
of all the outstanding common shares of
W5h, Inc., a development stage company
engaged to construct a proprietary
information database on the Internet.		   	   $1,488,750
                                                           ==========

Common shares issued upon acquisition
of 72% of the outstanding common shares
of On Line Services U.S.A., Inc., an
Internet service provider.                                 $1,000,000
                                                           ==========

Common shares issued upon acquisition
of all of the outstanding common shares
of Naples and Port Charlotte Pop, Inc.,
an Internet service provider.                              $  250,000
                                                           ==========

Common shares issued upon acquisition
of all of the outstanding common shares
of On Line Services of Miami, Inc., an
Internet service provider.                                 $  150,000
                                                           ==========

Common shares issued upon acquisition
of all of the outstanding common shares
of Nexgen Productions, Inc., a website
development and web hosting company.			   $  225,000
                                                           ==========

Common shares issued upon acquisition
of 72% of the outstanding common shares
of DNT (Tech), Inc., an Internet systems
service company.                                           $   72,000
                                                           ==========

Common shares issued and note payable
incurred upon acquisition of subscriber
list from an Internet service provider.			   $  900,000
                                                           ==========

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

                                      F-7

<PAGE>                                23


GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

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 on December 21, 2000 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 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, On Line Services U.S.A., Inc., Shadrach
        Enterprises, Inc., DeFuniak Springs Internet, Inc. and DNT
        (Tech), Inc. from the date of acquisition. During the year
        ended December 31, 2001, W5h, Inc., Naples and Port
        Charlotte Pop, Inc., On Line Services of Miami, Inc. and
        Nexgen Productions, Inc., previously subsidiaries, were
        merged into the Company. 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-8

<PAGE>                                24


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2001

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.

        The Company recorded a charge to operations of $2,000,000
        for an impairment in subscriber lists and goodwill. The
        amount of the impairment was determined based upon the
        difference between the amount received per subscriber as
        indicated in Note 12 (the market value) and the Company's
        carrying value.


                                      F-9

<PAGE>                                25


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2001

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

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

        Advertising costs are expensed as incurred. During the
        year ended December 31, 2001 and eleven months ended
        December 31, 2000 advertising costs charged to expense
        included in general and administrative costs was $60,678
        and $0, respectively.

        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.

                                     F-10

<PAGE>                               26


                     GREENHOLD GROUP, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2001

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

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

        On July 18, 2001, the Company acquired all the outstanding
        common shares of DeFuniak Springs Internet, Inc., an
        Internet service provider for $164,900 by issuing a note
        payable for $120,000 and the balance paid in cash.
        Subscriber list of $147,827 was recorded in this
        transaction and is being amortized over three years using
        the straight line method.

        On August 27, 2001, the Company acquired all the
        outstanding common shares of Shadrach Enterprises, Inc.,
        an Internet service provider for $153,100 by issuing
        10,000 common shares for a value of $10,000, a note
        payable for $100,000 and the balance paid in cash.
        Subscriber list of $126,400 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 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
        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



                                      F-11

<PAGE>                                27


                    GREENHOLD GROUP, INC. & SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2001

NOTE 3.	ACQUISITIONS (CONTINUED)
        ------------------------

        Business Acquisitions (Continued)
        ---------------------------------

        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.

        The following summarizes the fair value of the assets
        acquired and liabilities assumed for the acquisitions
        during the year ended December 31, 2001:






                                     F-12

<PAGE>                               28


                 GREENHOLD GROUP, INC. & SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001

NOTE 3.	ACQUISITIONS (CONTINUED)
        ------------------------

        Business Acquisitions (Continued)
        ---------------------------------

            Cash                                       $ 1,838
            Accounts receivable                          1,092
            Deposits                                       200
            Property and equipment                      41,494
            Accounts payable/accrued expenses             (851)
                                                       --------

            Net Assets                                 $43,773
                                                       ========

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

                                                  Year Ended
                                                  December 31,
                                                      2001
                                                      ----

        Revenues                                  $ 1,519,769
                                                  ============
        Net (loss)                                $(4,228,010)
                                                  ============
        Loss per share                            $      (.49)
                                                  ============
        Weighted average shares
           outstanding                              8,662,789
                                                  ============



        Subscriber List
        ---------------

        In June and October, 2001, the Company purchased the
        subscriber lists of two Internet service providers for a
        total of $127,775 by issuing 10,000 common shares for a
        value of $10,000, a note payable for $45,000 and the
        balance paid in cash. The subscriber lists are being
        amortized over three years using the straight-line method.



                                      F-13


<PAGE>                                29


                  GREENHOLD GROUP, INC. & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001




NOTE 3.	ACQUISITIONS (CONTINUED)
        ------------------------

        Subscriber List (Continued)
        ---------------------------

        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, 2001 consisted
	of the following:

           Furniture and equipment               $ 32,657
                Computer equipment                251,023
                                                 --------
                                                  283,680
           Accumulated depreciation               (57,275)
                                                 --------

           Total                                 $226,405
                                                 ========

        For the year ended December 31, 2001 and eleven months
        ended December 31, 2000, depreciation expense was $57,275
        and $0, respectively.

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

        Notes payable as of December 31, 2001 consisted of the
        following:

          12% note payable issued to a
          stockholder, secured by furniture
          and equipment, $664 payable monthly
          including interest, due February
          2004.                                     $ 15,142



                                      F-14

<PAGE>                                30


                   GREENHOLD GROUP, INC. & SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001


NOTE 5.	NOTES PAYABLE (CONTINUED)
        -------------------------

         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.                                       108,702

         8% note payable, secured by
         substantially all assets purchased
         from Shadrach Enterprises, Inc.,
         $4,523 payable monthly including
         interest, due September 2003.                88,355

         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.                44,012
                                                    --------

                                                     256,211
         Current portion                            (107,564)
                                                    --------

                  Total                             $148,647
                                                    ========

         Notes payable due subsequent to December 31, 2001 are
         summarized as follows:

             December 31,                            Amount
             ------------                            ------

                  2002                             $107,564
                  2003                              128,834
                  2004                               19,813
                                                   --------

                 Total                             $256,211
                                                   ========



                                     F-15

<PAGE>                               31


                  GREENHOLD GROUP, INC. & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 2001



NOTE 6.	CAPITAL LEASE OBLIGATION
        ------------------------

        The Company leases computer equipment under an agreement
        classified as a capital lease. The cost and accumulated
        depreciation for this equipment as of December 31, 2001
        was $12,750 and $956, respectively.

        Following is a schedule of future minimum lease payments
        due under the capital lease:

             December 31,                           Amount
             ------------                           ------

               2002                                 $9,350
               Amount representing interest         (1,007)
                                                    -------

               Present value of minimum
               lease payments                       $8,343
                                                    =======

        Total interest expense on the capital lease obligation for
        the year ended December 31, 2001 was $1,436.

NOTE 7.	RELATED PARTY TRANSACTIONS
        --------------------------

        Note Payable
        ------------

        A note payable in the amount of $20,000 was issued to a
        stockholder in payment of furniture and equipment
        purchased (Note 5).

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

        Notes payable - stockholders consist of unsecured notes
        bearing 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.
        As of December 31, 2001, accrued interest was $60,534 and
        is included in accounts payable and accrued expenses.


                                     F-16


<PAGE>                               32


                   GREENHOLD GROUP, INC. & SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 2001

NOTE 8.	INCOME TAXES
        ------------

        As of December 31, 2001 and 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 as of
        December 31, 2001 and 2000 are as follows:
                                                2001           2000
                                                ----           ----

         Net operating loss
          carryforward                       $  436,400         -
         Subscriber lists and
          goodwill                            1,178,200         -
         Start-up expenditures                  (32,900)      2,400
                                             -----------    ---------

          Total                               1,581,700       2,400
         Less: Valuation allowance           (1,581,700)     (2,400)
                                             -----------    ---------

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

        During the year ended December 31, 2001, the valuation
        allowance increased by $1,579,300.

        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                            30.37
                                                       --------
          Tax provision (benefit)                        00.00%
                                                       ========

        The Company has a net operating loss carryforward for
        federal and state purposes of approximately $1,160,000
        available to offset future taxable income. The net
        operating loss carryforward, if not used, will expire
        December 31, 2021.



                                    F-17


<PAGE>                              33


                  GREENHOLD GROUP, INC. & SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 2001

NOTE 9.	CAPITAL STOCK
        -------------

        The Company has authorized 50,000,000 common shares with
	a par value of $.001 per share.  As of December 31, 2001,
	8,880,040 common shares were issued and outstanding.

        On May 18, 2001, the Company received approval from the
        SEC for the sale to the public of up to one million common
        shares at $1 per share. The offering expired after 180
        days but was extended for an additional 180 days. As of
        December 31, 2001, 250,000 common shares were sold.

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

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

        The Company leases its head office and Internet provider
        locations under operating leases expiring through October
        2006. The lease for the head office provides for monthly
        base rental payments of $2,695 including  sales tax. The
        rental payments are subject to 5% increases each lease
        year. The lease expires December 31, 2005. The Ft. Myers
        Internet provider location lease provides for monthly base
        rent beginning at $6,780 increasing to $7,760 in the final
        lease year including sales tax. The lease also contains 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. The Inverness
        Internet provider location provides for monthly base rent
        of $610 increasing to $636 beginning the second lease
        year. The lease expires October 31, 2004. Rent for the
        DeFuniak Springs Internet provider location is on a month
        to month basis.

        The Company also leases computer equipment under
        noncancelable leases with monthly payments ranging between
        $193 and $999 expiring through June 2005.

        Future minimum lease payments due under these leases for
        the years ending subsequent to December 31, 2001 are as

                                      F-18

<PAGE>                                34


                    GREENHOLD GROUP, INC. & SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2001




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

         Operating Leases (Continued)
         ----------------------------
         follows:

                     December 31,                    Amount
                     ------------                    ------

                         2002                       $167,274
                         2003                        138,138
                         2004                        138,297
                         2005                        135,028
                         2006                         77,596
                                                    --------

                        Total                       $656,333
                                                    ========

         During the year ended December 31, 2001 and for the eleven
         months ended December 31, 2000, rent expense was $82,791
         and $0, respectively.

         Litigation
         ----------

         The Company is involved in a lawsuit brought against it
         for breach of contract in connection with the purchase of
         a subscriber list from an Internet service provider.
         Management intends to aggressively defend this claim.

NOTE 11. SUBSEQUENT EVENTS
         -----------------

         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. The
         balance will be received in approximately July 2002 after
         the actual number of subscribers is determined.



                                     F-19

<PAGE>                               35



                    GREENHOLD GROUP, INC. & SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001

NOTE 11. SUBSEQUENT EVENTS (CONTINUED)
         -----------------------------

         On March 25, 2002, the Company sold the subscriber list of
         its Shadrach Enterprises, Inc. subsidiary for $278,000.
         The Company received $233,000 as an initial payment. The
         balance will be received on July 15, 2002 after the actual
         number of subscribers is determined on June 30, 2002.

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

         During January 2002, the Company issued 95,000 common
         shares for consulting and promotion services rendered
         for a value of $95,000.

NOTE 12. 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 has incurred an operating
         loss of $4,202,086 for the year ended December 31, 2001
         and has a working capital deficit of $1,032,482 as of
         December 31, 2001. The Company has also sold subscribers
         which will result in a decrease in revenues. These
         conditions create an uncertainty as to the Company's
         ability to continue as a going concern. With the sale of
         subscribers referred to in Note 11, management is shifting
         its focus away from being an Internet service provider to
         providing bulk e-mailing, web hosting and disaster
         recovery services. Management believes that the Company
         can improve its profitability through these businesses. In
         addition, management has taken steps to reduce operating
         expenses not only as a result of the sale of subscribers
         but reducing overall operating expenses. The ability of
         the Company to continue as a going concern is dependent
         upon 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.


                                     F-20

<PAGE>                               36



                                  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 April 15, 2002.


					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 April 15, 2002.

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




<PAGE>                                 37