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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended October 31, 2000
Commission File Number
000-29707
GREENHOLD GROUP, INC.
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(Name of Small Business Issuer in its charter)
FLORIDA 65-0910697
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 N. U.S. Highway One
Suite 100
Tequesta, FL 33469
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 747-0244
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Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
As of November 15, 2000 the issuer had 3,000,000 shares of $.001
par value common stock outstanding.
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INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet
October 31, 2000
Condensed Statement of Operations
Three months ended October 31, 2000
Condensed Statement of Cash Flows
Three months ended October 31, 2000
Notes to Financial Statements
Item 2. Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Change in Securities
Item 3. Default Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
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GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
OCTOBER 31, 2000
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 108
=======
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 459
Due to affiliate 3,200
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Total Current Liabilities 3,659
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STOCKHOLDER'S 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 (6,551)
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Total Stockholder's Equity (Deficit) (3,551)
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT) $ 108
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Read accompanying Notes to Financial Statements.
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GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
PERIOD FROM
MARCH 22, 1999
THREE MONTHS NINE MONTHS (INCEPTION)
ENDED ENDED THROUGH
OCTOBER 31, OCTOBER 31, OCTOBER 31,
2000 2000 2000
----------- ----------- ---------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
EXPENSES
General and administrative 609 6,551 6,551
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NET (LOSS) $ (609) $ (6,551) $ (6,551)
=========== =========== ===========
(LOSS) PER SHARE $ -- $ -- $ --
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,000,000 3,000,000 3,000,000
=========== =========== ===========
</TABLE>
Read accompanying Notes to Financial Statements.
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GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED OCTOBER 31, 2000
AND
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH OCTOBER 31, 2000
(UNAUDITED)
PERIOD FROM
MARCH 22, 1999
NINE MONTHS (INCEPTION)
ENDED OCTOBER 31, THROUGH OCTOBER 31,
2000 2000
----------------- ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $(6,551) $(6,551)
Adjustments to reconcile
net loss to cash used in
operating activities:
Increase in accounts
payable 459 459
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NET CASH USED IN OPERATING
ACTIVITIES (6,092) (6,092)
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in amount due to
affiliate 3,350 3,350
Repayment of amount due to
affiliate (150) (150)
Proceeds from issuance of
common stock -- 3,000
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NET CASH PROVIDED BY FINANCING
ACTIVITIES 3,200 6,200
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NET INCREASE (DECREASE) IN
CASH (2,892) 108
CASH - BEGINNING 3,000 --
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CASH - ENDING $ 108 $ 108
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Read accompanying Notes to Financial Statements.
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GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 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.
On October 16, 2000, the Company's stockholders transferred their
common shares to a private investment banking company. The Company
became a wholly-owned subsidiary of the investment banking company.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed financial statements are unaudited. These
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments (which
include only normal recurring adjustments) considered necessary for a
fair presentation have been included. These financial statements should
be read in conjunction with the Company's financial statements and
notes thereto for the period ended January 31, 2000, included in the
Company's Form 10-SB as filed with the SEC.
LOSS PER SHARE
Loss per share is computed by dividing net loss for the year by the
weighted average number of shares outstanding.
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GREENHOLD GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities,
and the reported revenues and expenses. Accordingly, actual results
could vary from the estimates that were assumed in preparing the
financial statements.
NOTE 3. RELATED PARTY TRANSACTIONS
DUE TO AFFILIATE
Due to affiliate represents non-interest bearing advances from a
company owned by the majority stockholder for operating expenses. As of
October 16, 2000, this affiliate became the sole shareholder of the
Company (Note 1).
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 October 31, 2000, 3,000,000 common
shares were issued and outstanding.
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ITEM 2. PLAN OF OPERATION
Greenhold Group, Inc., ("Company"), became a registered public company
on April 25, 2000. The Company has no full time employees. Its officers and
directors allocate a portion of their time to the activities of the Company
without compensation. The Company has minimal capital, operating costs limited
to legal, accounting, and reporting-related fees, and does not expect to make
any acquisitions of property. The Company's purpose is to acquire an interest in
a business desiring to take advantage of the perceived benefit inherent to an
Exchange Act registered corporation. The Company's search is not restricted to
any specific business, industry, or geographic location. It may participate in a
business venture of virtually any kind.
IDENTIFYING TARGET COMPANIES. The Company has tentatively identified an entity
that wishes to merge with Greenhold. Officers and directors of the Company are
meeting with management and key personnel of the target entity and are
evaluating the feasibility of a business combination in accordance with
previously developed criteria as listed in the 10-QSB filed for the period
ending July 31, 2000.
BUSINESS COMBINATION. Management anticipates the structure for the proposed
acquisition will be in the form of a merger with the target company. The target
company proposes to purchase a majority of the shares of Greenhold and will
therefore assume control of the Company at closing. The Company and the target
are in negotiations to finalize an agreement. A closing date (on or before
December 21, 2000) has been set. At finalization and closing the Company will
file a Form 8-K with the Securities and Exchange Commission within the time
period prescribed by the Exchange Act.
WRITTEN AGREEMENT. The written agreements executed in consummation of an
acquisition or merger will contain, but not be limited to, the following:
-representations and warranties by all parties thereto
-specifications as to default penalties
-terms of closing
-conditions to be met prior to closing
-conditions to be met after closing
-allocation of costs, including legal and accounting fees
Because the Company is subject to all the reporting requirements included in the
Exchange Act, it is its affirmative duty to file independent audited financial
statements with the Securities and Exchange Commission as part of its Form 8-K
upon consummation of a merger or acquisition. The closing documents will provide
that such audited financial statements be available at closing or within ample
time to comply with reporting requirements. If such statements are not available
or do not conform to representations made by the target candidate, the proposed
transaction will be voidable at the discretion of present Company management.
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DISCLOSURE TO STOCKHOLDERS. The Company's Board of Directors will provide the
Company's shareholders with a proxy or information statement containing complete
disclosure documentation concerning a potential business opportunity structure.
Such documentation will include financial statements of target entity, and/or
assurances of value of the target entity assets.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
N/A
ITEM 2. CHANGES IN SECURITIES
N/A
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Exhibits
(27) Financial Data Schedule (For SEC Use Only)
(b) Reports on Form 8-K
None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GREENHOLD GROUP INC.
(Registrant)
Date: November 27,2000 By: /s/ Vicki J. Lavache
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Vicki J. Lavache
President and Chief
Executive Officer
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