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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB/A
General Form for Registration of Securities
of Small Business Issuers Under Section 12(g)
of the Securities Exchange Act of 1934
GREENHOLD GROUP, INC.
(Name of Small Business Issuer in its charter)
FLORIDA 65-0910697
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 N. U.S. Highway One 33469
Suite 100 (Zip Code)
Tequesta, FL
(Address of principal executive offices)
Issuer's telephone number: (561) 747-0244
--------------------------------
Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
------------------- ------------------------------------
-NONE-
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
(Title of Class)
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PART I............................................................................ 1
ITEM 1. DESCRIPTION OF BUSINESS............................................... 1
ITEM 2. PLAN OF OPERATION..................................................... 6
ITEM 3. DESCRIPTION OF PROPERTY............................................... 11
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........ 12
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.......... 12
ITEM 6. EXECUTIVE COMPENSATION................................................ 15
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................ 16
ITEM 8. DESCRIPTION OF SECURITIES............................................. 16
PART II........................................................................... 16
ITEM 1. MARKET FOR COMMON EQUITIES AND RELATED STOCKHOLDER MATTERS............ 16
ITEM 2. LEGAL PROCEEDINGS..................................................... 18
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS......................... 18
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES............................... 18
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS............................. 18
PART F/S.......................................................................... 19
FINANCIAL STATEMENTS........................................................... F-1
PART III.......................................................................... 21
ITEM 1. INDEX TO EXHIBITS..................................................... 21
</TABLE>
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Greenhold Group, Inc. (the "Company" or "Registrant"), was incorporated
under the laws of the State of Florida on March 22, 1999, for the purpose of
engaging in any lawful activity as stated in the Articles of Incorporation. See
Exhibit 2(i) at E-1. The Bylaws of the Company are included as Exhibit 2(iii),
Page E-6.
The Articles of Incorporation were amended on December 13, 1999 for the
purpose of:
(1) Providing for authorized capital stock of 50,000,000 shares,
voting common stock at a par value of $.001 per share; and
(2) Allowing for seven (7) directors of the Company.
See Exhibit 2(ii) at E-4.
The only activities undertaken by the Company since its inception has
been the issuing of 3,000,000 shares of the Company's common stock to its
original shareholders, which stock was issued in exchange for aggregate cash
consideration of $3,000.00(average price of $0.001 per share), which shares are
presently held by 2 persons. As such, the Company can be defined as a "shell"
company, whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity. See "Item 2 - Plan of Operation" for a more
detailed description of the proposed business plan of the Company.
The Company is filing this registration statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.
The proposed business activities described herein classify the Company
as a "blank check company" as defined in the Securities Act of 1933, as amended,
Section 7(b)(3), with the exception that this registration does not involve any
offering of the Company common stock. Many states have enacted statutes, rules
and regulations limiting the sale of securities of "blank check" companies in
their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in the Company's securities until such time
as the Company has successfully implemented its business plan described herein.
Relevant thereto, each shareholder of the Company has executed and delivered a
"lock-up" letter agreement, affirming that they shall not sell their respective
shares of the Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is no longer
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classified as a "blank check" company. In order to provide further assurances
that no trading will occur in the Company's securities until a merger or
acquisition has been consummated, each shareholder has agreed to place their
respective stock certificate with the Company's legal counsel, Ledyard H.
DeWees, who will not release these respective certificates until such time as
legal Counsel has confirmed that a merger or acquisition has been successfully
consummated. However, while management believes that the procedures established
to preclude any sale of the Company's securities prior to closing of a merger or
acquisition will be sufficient, there can be no assurances that the procedures
established relevant herein will unequivocally limit any shareholder's ability
to sell their respective securities before such closing.
The Company's business is subject to numerous risk factors, including
the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has had
a limited operating history and has not generated any revenues or earnings from
operations. The Company has no significant assets or financial resources. The
Company will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase conti-nuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combinations with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company wil1 be at a competitive disadvantage in
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identifying possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete in seeking merger
or acquisition candidates with numerous other small public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. There can be no assurance the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance the Company will be able to
negotiate a business combination on terms favorable to the Company. The Company
has not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which the Company would not
consider a business combination in any form with such business opportunity.
Accordingly, the Company may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking
a business combination, management anticipates devoting up to twenty hours per
month to the business of the Company. None of the Company's officers has entered
into a written employment agreement with the Company and none is expected to do
so in the foreseeable future. The Company has not obtained key man life
insurance on any of its officers or directors. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
any of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations. See "Management."
CONFLICTS OF INTEREST - GENERAL. Officers and directors of the Company
may in the future participate in business ventures which could be deemed to
compete directly with the Company. Additional conflicts of interest and
non-arms-length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm with
which the Company transacts business. Management has adopted a policy that the
Company will not seek a merger with, or acquisition of, any entity in which
management serve as officers, directors or partners, or in which they or their
family members own or hold any ownership interest.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Sections 13
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") , require
companies subject thereto to provide certain
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information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two, or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has
neither conducted, nor have others made available to it, results of market
research indicating that market demand exists for the transactions contemplated
by the Company. Moreover, the company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.
LACK OF DIVERSIFICATION. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by busi-ness opportunities which the Company
merges with or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.
REGULATION. Although the Company will be subject to regulation under
the Securities Exchange Act of 1934, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's Common Shares will, in all likelihood,
result in shareholders of a private company obtaining a controlling interest in
the Company. Any such business combination may require management of the Company
to sell or transfer
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all or a portion of the Company's Common Shares held by them, or resign as
members of the Board of Directors of the Company. The resulting change in
control of the Company could result in removal of one or more present officers
and directors of the Company and a corre-sponding reduction in or elimination of
their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
The Company's primary plan of operation is based upon a business combination
with a private concern which, in all likelihood, would result in the Company
issuing securities to shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of the
Company.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse consequences of under-taking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public share-holders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.
TAXATION. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A nonqualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both parties to the
transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.
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ITEM 2. PLAN OF OPERATION
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.
The Company's Board of Directors intends to provide the Company's
shareholders with complete disclosure documentation concerning a potential
business opportunity and the structure of the proposed business combination
prior to consummation of the same, which disclosure is intended to be in the
form of a proxy or information statement. While such disclosure may include
audited financial statements of such a target entity, there is no assurance that
such audited financial statements will be available. The Board of Directors does
intend to obtain certain assurances of value of the target entity assets prior
to consummating such a transaction, with further assurances that an audited
statement would be provided within sixty days after closing of such a
transaction. Closing documents relative thereto will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
The Company has no full time employees. The Company's officers and
directors have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers and directors anticipate that
the business plan of the Company can be implemented by their devoting an
aggregate of approximately 20 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with respect to the
limited time commitment by such officers. See "Management - Resumes." The
Company has minimal capital, operating costs limited to legal, accounting and
filing fees and does not expect to make any acquisitions of property, nor incur
any extraordinary expenses. Any costs incurred within the next twelve months
will be covered through loans from the stockholders or their affiliates.
The Company's officers and directors are involved with other companies
who have a business purpose similar to that of the Company and which have filed
a registration statement on Form 10-SB. Those companies in which directors Vicki
J. Lavache and John O'Keefe, Jr. are involved are listed in the chart below.
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<TABLE>
<CAPTION>
Registration
Form/Filed Date/File #
Automatic Effective Cleared
Corporation Date* by SEC (1) Status
----------- -------------------------- ---------- ------
<S> <C> <C> <C>
Zenith Holding Corp. Form 10-SB 4-1-00 (3)
2/1/00;
0-29271
Liege Holding, Inc. Form 10-SB (2) (3)
3/17/00;
0-29979
Haven Holding, Inc. Form 10-SB (2) (3)
3/17/00;
0-29977
</TABLE>
* The Form 10-SB is automatically effective 60 days after filing with the
Securities and Exchange Commission. On the 61st day of filing each company
becomes subject to the reporting requirements under the Securities Exchange
Act of 1934.
(1) The date the Securities and Exchange Commission determined it had no
further comments on the registration statement.
(2) Securities and Exchange Commission is reviewing the registration statement
and may have additional comments.
(3) Has not entered into an agreement for a business combination.
As a result of the involvement of the officers and directors in these
other companies, additional potential conflicts of interest may arise in the
future. If such a conflict does arise and an officer or director of the Company
is presented with business opportunities under circumstances where there may be
a doubt as to whether the opportunity should belong to the Company or another
"blank check" company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which more than one
company desires to merge with or acquire that target company and the principals
of the proposed target company have no preference as to which company will
merger or acquire such target company, the company which first filed a
registration statement with the Securities and Exchange Commission will be
entitled to proceed with the proposed transaction.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the
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perceived advantages of an Exchange Act registered corporation. The Company will
not restrict its search to any specific business, industry, or geographical
location and the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is purposefully general
and is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.
Manage-ment anticipates that it may be able to participate in only one potential
business venture because the Company has nominal assets and limited financial
resources. See Item F/S, "Financial Statements." This lack of diversification
should be considered a substantial risk to shareholders of the Company because
it will not permit the Company to offset potential losses from one venture
against gains from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company has, and will continue to have, minimal capital with which
to provide the owners of business opportunities with any significant cash or
other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to become publicly registered on its own accord. The owners of
the business opportunities will, however, incur significant legal and accounting
costs, including the costs of preparing Form 8-Ks, 10Ks or 10-KSBs, agreements
and related reports and documents. The Securities Exchange Act of 1934
specifically requires that any merger or acqui-sition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act. Included in these requirements is the affirmative duty of the
Company to file independent audited financial statements as part of its Form 8-K
to be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, and within 15 days of the succession, as well as the
Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). Nevertheless, the officers and directors of the
Company have not conducted market research and are not aware of statistical data
which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management
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intends to concentrate on identifying preliminary prospective business
opportunities which may be brought to its attention through present associations
of the company's officers and directors, or by the Company's shareholders or its
legal counsel or other professional persons with whom the Company or its
principals associate. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors of the
Company will meet personally with management and key personnel of the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the business of the Company, shall rely upon their own efforts in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described herein. There have been no contracts or agreements with any outside
consultants and none are anticipated in the future.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private place-ments to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a merger or acquisition.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acqui-sition, the
Company may become a party to a merger, consolidation,
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reorganization, joint venture, or licensing agreement with another corporation
or entity. It may also acquire stock or assets of an existing business. On the
consummation of a transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the Company. In
addition, the Company's directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of the
Company's shareholders or may sell their stock in the Company. Any and all such
sales will only be made in compliance with the securities laws of the United
states and any applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from regi-stration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company's
securities may have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368 or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of the company's
limited financial resources and management expertise. The manner in which the
Company parti-cipates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotia-tion strength of the
Company and such other management.
With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for all of their
shareholdings in the target company.
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Depending upon, among other things, the target company's assets and liabilities,
the Company's shareholders will in all likelihood hold a substantially lesser
percentage ownership interest in the Company following any merger or
acquisition. Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares held by the
Company's shareholders. While management of the Company anticipates obtaining
the approval of the shareholders of the Company via a proxy or information
statement, the effect will be to virtually assure such approval where management
supports such a business transaction because management presently owns 45% of
the issued and outstanding shares of the Company and the remaining 55% of such
shares are owned by an affiliate and promoter of the Company.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, and within 15 days of the succession, as well as the Company's
audited financial statements included in its annual report on Form 10-K (or
10-KSB, as applicable). If such audited financial statements are not available
at closing, or within time parameters necessary to insure the Company's
compliance with the requirements of the Exchange Act, or if the audited
financial statements provided do not conform to the representations made by the
candidate to be acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the discretion of the
present management of the Company. If such transaction is voided, the agreement
will also contain a provision providing for the acquisition entity to pay for
all costs associated with the proposed transaction.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no real properties or leasehold interests and at this
time has no agreements to acquire any properties. The Company
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intends to attempt to acquire assets or a business in exchange for its
securities which assets or business is determined to be desirable for its
objectives.
The Company's principal place of business is located at 120 N. U.S.
Highway One, Suite 100, Tequesta, Florida 33469, which offices are provided by
Merit First, Inc. whose principals, John O'Keefe and Vicki Lavache, are
shareholders and/or officers, directors of the Company, on a rent-free basis
pursuant to an oral agreement. Messrs. O'Keefe and Lavache have advised the
Company that they are agreeable to maintain this situation until the Company
successfully consummates an acquisition or merger. It is anticipated that this
arrangement will be suitable for the needs of the Company for the foreseeable
future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. The
shareholders listed possess sole voting and investment power with respect to the
shares shown. There are no voting trusts or similar arrangements in effect.
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
-------------- ---------- --------- ----------
<S> <C> <C> <C>
Common John M. O'Keefe, Sr. (2) 1,650,000 55%
8671 SE Somerset Island Way
Jupiter, FL 33458
Common Vicki J. Lavache (1) 1,350,000 45%
1510 Seabrook Road
Jupiter, FL 33469
Common All Officers & Directors 1,350,000 45%
as a Group (1 person)
</TABLE>
(1) Officer and/or director of the Company.
(2) Promoter of the Company.
The Company has no warrants, options, rights, conversion privileges, or
similar obligations in effect.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The directors and officers of the Company are as follows:
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Name Age Position
---- --- --------
Vicki J. Lavache 52 President, Secretary,
Treasurer and Director
John M. O'Keefe, Jr. 33 Director
Messrs. O'Keefe, Jr. and Lavache may be considered "promoters" of the
Company. John M. O'Keefe, Sr. is an affiliate of the Company and a "promoter" of
the Company.
The above listed officer(s) and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. There is no family relationship between any
executive officer and the directors of the Company.
There are no arrangements, agreements or understandings between
non-management shareholders and management under which nonmanagement
shareholders may, directly or indirectly, participate in or influence the
management of the Company's affairs.
RESUMES
Ms. Lavache serves as secretary/treasurer of Merit First, Inc., an
investment banking firm in Tequesta, Florida which was formed in June 1996, that
specializes in advising development stage enterprises concerning finance. Prior
to that, she served as secretary of Eutro Group Holding, Inc.(1995), a
publicly-traded company located in Jupiter, Florida in the medical diagnostic
business. From 1986 through 1999 she owned Executive Line Business Services,
Inc. in Jupiter, Florida, a private company which provides secretarial,
bookkeeping and other business services to select clientele.
Mr. O'Keefe, Jr. has served as Vice President of Merit First, Inc.
since June of 1998. He was the owner/operator of a courier service subcontractor
(Airborne Express) in Palm Beach County, Florida from April 1995 to May 1998.
Prior experience includes managing retail stores for Disney and The Gap.
PREVIOUS "BLIND POOL" EXPERIENCE.
Ms. Vicki Lavache, President, Secretary/Treasurer and a director of the
Company, is secretary/treasurer of and a director of Banner Holding Corp., a
"blank check" company ("Banner"), which filed a registration statement in
September 1998 with the Securities and Exchange Commission ("SEC"), pursuant to
the Securities Act of 1933, as amended (the "Offering"). Ms. Lavache and Mr.
John O'Keefe, Jr., directors of the Company, are also directors of Zenith
Holding Corp.,
13
<PAGE> 16
which filed a 10-SB registration statement with the Securities and Exchange
Commission on February 1, 2000; and are directors of Liege Holding, Inc., and
Haven Holding, Inc., both of which filed a 10-SB registration statement with the
Securities and Exchange Commission on March 17, 2000. Further information on
these companies may be found in Item 1, Page 7 of this form.
CONFLICTS OF INTEREST
Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officer(s) and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.
The officers and directors of the company are now and may in the future
become shareholders, officers or directors of other companies which may be
formed for the purpose of engaging in business activities similar to those
conducted by the Company. Accordingly, additional direct conflicts of interest
may arise in the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of interest may arise
with respect to opportunities which come to the attention of such individuals in
the performance of their duties or otherwise. The Company does not currently
have a right of first refusal pertaining to opportunities that come to
Management's attention insofar as such opportunities may relate to the Company's
proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company or the companies in which the officers and directors are
affiliated with both desire to take advantage of an opportunity, then said
officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy with respect
to such transactions.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes the
Company will not be subject to regulation
14
<PAGE> 17
under the Investment Company Act of 1940 insofar as the Company will not be
engaged in the business of investing or trading in securities. In the event the
Company engages in business combinations which result in the Company holding
passive investment interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such event,
the Company would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange Commission as
to the status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences. The Company's Board of Directors unanimously approved a
resolution stating that it is the Company's desire to be exempt from the
Investment Company Act of 1940.
ITEM 6. EXECUTIVE COMPENSATION.
None of the Company's officers and/or directors receives any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors. Further, the
directors are not accruing any compensation pursuant to any agreement with the
Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of management
will not be a consideration in the Company's decision to undertake any proposed
transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of this
15
<PAGE> 18
registration statement, but is expected to be comparable to consider-ation
normally paid in like transactions. No member of management of the Company will
receive any finders fee, either directly or indirectly, as a result of their
respective efforts to implement the Company's business plan outlined herein.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
John O'Keefe, Sr., a founding member of the corporation, and a majority
stockholder, is also a promoter of the company. He has not received, nor will he
receive, any compensation for his services. There have been no other related
party transactions, or any other transactions or relationships required to be
disclosed pursuant to Item 404 of Regulation S-B.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Company is authorized to issued 50,000,000 (Fifty Million) shares
of common stock, with a par value of $0.001 per share. Each share of common
stock has one vote.
There are no fixed rights to dividends on the common stock. Dividends
may be paid in cash, stock or otherwise as determined by the Board of Directors
from funds lawfully available for such distributions.
The Articles of Incorporation do not provide for any preemptive rights
to shareholders. Consequently, under Florida law the shareholders do not have
preemptive rights.
All shares of common stock when issued shall be fully paid and shall be
non-assessable.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no trading market for the Company's Common Stock at present
and there has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
16
<PAGE> 19
a. MARKET PRICE. The Company's Common Stock is not quoted at the
present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks; and (ii) the broker or dealer
receives from the investor a written agreement to the transaction, setting forth
the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the broker or
dealer must: (i) obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form: (i) sets forth the basis on which the broker or dealer made the
suitability deter-mination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the transaction. Disclosure
also has to be made about the risks of investing in penny stock in both public
offering and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
The National Association of Securities Dealers, Inc., (the "NASD"),
which administers NASDAQ, has recently made changes in the criteria for
continued NASDAQ eligibility. In order to continue to be included on NASDAQ, a
company must maintain $2,000,000 in total assets, a $200,000 market value of its
publicly-traded securities and $1,000,000 in total capital and surplus. In
addition, continued inclusion requires two market-makers and a minimum bid price
of $1.00 per share, provided, however, that if a company falls below such
minimum bid price it will remain eligible for continued inclusion on NASDAQ if
the market value of its publicly traded securities is at least $1,000,000 and
the Company has $2,000,000 in capital and surplus.
Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate which will allow the Company's securities to
be traded without the aforesaid limitations.
17
<PAGE> 20
However, there can be no assurances that, upon a successful merger or
acquisition, the company will qualify its securities for listing on NASDAQ or
some other national exchange, or be able to maintain the maintenance criteria
necessary to insure continued listing. The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such qualification
in the future may result in the discontinuance of the inclusion of the Company's
securities on a national exchange. In such events, trading, if any, in the
Company's securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to dispose of, or
to obtain accurate quotations as to the market value of, the Company's
securities.
b. HOLDERS. There are 2 shareholders of record of the Company's Common
Stock. All of the issued and outstanding shares of the Company's Common Stock
were issued in accordance with the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933. The shares as issued are restricted
under Rule 144.
c. DIVIDENDS. The Company has not paid any dividends to date, and has
no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation of any type whatsoever pending or threatened by or
against the Company, its officers and its directors.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company has not changed accountants during the previous two year
period prior to the date of this registration statement and there are no
disagreements with the findings of said accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has not publicly issued any of its securities during the
two-year period preceding the date of this Registration State-ment. All of the
shares of Common Stock of the Company previously issued have been issued for
investment purposes in a "private trans-action" for cash purchase at par value
by the founding members of the corporation, and are restricted shares as defined
in Rule 144 under the Securities Act of 1933, as amended (the "Act") . These
shares may not be offered for public sale except under Rule 144, or otherwise,
pursuant to the Act. (See Item 4, Part I)
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ARTICLE VII of the Bylaws of the Company, entitled "INDEMNIFICATION AND
INSURANCE" provides as follows:
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<PAGE> 21
"SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section 607.0850
of the Business Corporation Act.
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any Bylaw, agreement, vote of shareholders or dis-interested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850(7)(a-d) of the Business Corporation Act."
Florida Statute ss.607.0850 provides for the indemnification of a
director and/or officer who is a party to any legal proceeding against them "...
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or pro-ceeding, had no reasonable cause to
believe his or her conduct was unlawful."
Florida Statute ss.607.0850(7) also provides that there shall be no
indemnification to or on behalf of any director or officer if a judgment or
other final adjudication establishes that his or her actions, or omissions to
act, were material to the cause of action so adjudicated and constitute (a) a
violation of criminal law unless the officer or director had reasonable cause to
believe his or her conduct was unlawful; (b) a transaction whereby the director
or officer derived an improper personal benefit; ( c) in the case of a director,
a violation of his or her fiduciary duties; or (d) willful misconduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or controlling persons
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities & Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.
PART F/S
FINANCIAL STATEMENTS.
Attached audited financial statements for Greenhold Group, Inc.,
covering the first active year of the corporation, for the fiscal period ending
January 31, 2000 are submitted in compliance with Item 310 of Regulation S-B.
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<PAGE> 22
In addition and as part of Form 10-SB/A, interim financial statements for
the quarter ending April 30, 2000 are included in Part F/S pages F-10 through
F-14.
20
<PAGE> 23
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit Number Page Number Description
-------------- ----------- -----------
2(i) E-1 Articles of Incorporation of
Greenhold Group. Inc.
2(ii) E-4 Articles of Amendment to
Articles of Incorporation of
Greenhold Group, Inc.
2(iii) E-7 Bylaws of Greenhold Group, Inc.
3 E-26 Lockup Letter
27 E-27 Financial Data Schedule
21
<PAGE> 24
SIGNATURES
In accordance with Section 12 of the Securities & Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
GREENHOLD GROUP, INC.
(Registrant)
Date: June 21, 2000 By: /s/ Vicki J. Lavache
------------------------------------
Vicki J. Lavache
President and Chief
Executive Officer
22
<PAGE> 25
GREENHOLD GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JANUARY 31, 2000
F-1
<PAGE> 26
GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
Independent Auditor's Report 1
Financial Statements:
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholders'
Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 7
F-2
<PAGE> 27
Earl M. Cohen, C.P.A., P.A.
--------------------------
Certified Public Accountant
2505 N.W. Boca Raton Blvd. o Suite 10
Boca Raton, Florida 33431
Tel.: (561) 347-1608 Fax: (561) 417-9984
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors
Greenhold Group, Inc.
I have audited the accompanying balance sheet of Greenhold Group, Inc. (a
development stage company), as of January 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for the period from
March 22, 1999 (inception) through January 31, 2000. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Greenhold Group, Inc. (a
development stage company) as of January 31, 2000, and the results of its
operations and its cash flows for the period then ended in conformity with
generally accepted accounting principles.
/s/ Earl M. Cohen, C.P.A.
-----------------------------------
Earl M. Cohen
February 16, 2000
MEMBER
American Institute of Certified Public Accountants
Florida Institute of Certified Public Accountants
F-3
<PAGE> 28
GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JANUARY 31, 2000
ASSETS
CURRENT ASSETS
Cash $3,000
======
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
50,000,000 shares authorized,
3,000,000 shares issued and
outstanding $3,000
======
Read accompanying Notes to Financial Statements.
F-4
<PAGE> 29
GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH JANUARY 31, 2000
REVENUES $ --
EXPENSES --
------
NET INCOME (LOSS) $ --
======
INCOME (LOSS) PER SHARE $ --
======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 3,000,000
=========
Read accompanying Notes to Financial Statements.
F-5
<PAGE> 30
GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH JANUARY 31, 2000
<TABLE>
<CAPTION>
Common Stock Deficit
------------------ Accumulated
# of Par During the Development
Shares Value Stage Total
--------- ------ ------- ------
<S> <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
========= ====== ======= ======
</TABLE>
Read accompanying Notes to Financial Statements.
F-6
<PAGE> 31
GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH JANUARY 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ --
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
stock 3,000
------
NET INCREASE IN CASH EQUALS CASH -
JANUARY 31, 2000 $3,000
======
Read accompanying Notes to Financial Statements.
F-7
<PAGE> 32
GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 1. ORGANIZATION
Greenhold Group, Inc. was incorporated on March 22, 1999 under
the laws of the State of Florida and has a fiscal year ending
January 31. The company is a "shell" company, the purpose of
which is to seek and consummate a merger or acquisition. The
company's headquarters is in Tequesta, Florida. The Company is
in the process of registering its securities under the
Securities Exchange Act of 1934.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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
F-8
<PAGE> 33
GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES (CONTINUED)
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. RELATED PARTY TRANSACTIONS
OFFICE FACILITIES
The Company shares office space with a company owned by the
stockholders. No rent is being charged to the Company.
NOTE 4. CAPITAL STOCK
The Company had originally authorized 1,000,000 common shares
with a par value of $.01 per share. On December 1, 1999, the
Articles of Incorporation were amended to increase the number
of authorized common shares to 50,000,000, and to decrease the
par value of the common shares to $.001 per share. As of
January 31, 2000, 3,000,000 common shares were issued and
outstanding, of which 1,350,000 and 1,650,000 common shares
were issued to an officer and a promoter of the Company,
respectively.
F-9
<PAGE> 34
GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
APRIL 30, 2000
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 480
=======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Due to affiliate $ 1,000
-------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 3,000,000 shares
issued and outstanding 3,000
Deficit accumulated during the development
stage (3,520)
-------
Total Stockholders' Equity (Deficit) (520)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 480
=======
Read accompanying Notes to Financial Statements.
F-10
