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, 2002
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 $1,048,001
As of December 31, 2002, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on a value of $.06 per share
held by non-affiliates on December 31, 2002) was $196.997.22
As of December 31, 2002, there were 7,560,040 shares of the registrant's
Common Stock outstanding.
1
PART II.
Item 1. DESCRIPTION OF THE BUSINESS
COMPANY OVERVIEW
We were incorporated in the state of Florida on March 22,
1999 and became a registered public company, qualifying as a
"blank check company" on April 23, 2000 following a 10-SB
Registration with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934. We operated as
an Internet service provider. Additionally, the company owned
the exclusive right to market and sell Internet domain names
ending in ".sr" to individuals, corporations and other entities
worldwide. During 2002 we sold all of our subscribers and
discontinued the operations of Dot (SR), Inc. Accordingly, we
have effectively ceased as an operating entity. Management is
considering several scenarios to restructure the company
including seeking new equity or debt investments, acquiring
another operating entity of entering into a new line of
business.
Employees
As of the date of this report we have 3 employees.
Item 2. DESCRIPTION OF PROPERTIES
We do not own any real property and do not intend to make
any such acquisitions in the near future. Our principal
executive and administrative offices are currently located in
space that is owned by John Harris, our President and Chief
Executive Officer and is located in Fort Lauderdale, Florida.
We are not presently incurring any rent expense associated with
this space.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the quarter ending
December 31, 2002, covered by this report to a vote of the
Company's shareholders, through the solicitation of proxies or
otherwise.
2
2
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of December 31, 2002 there were approximately 58
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 7,560,040 shares of Common Stock issued and
outstanding.
Our shares of Common Stock commenced trading on the Over-
The-Counter Bulletin Board on November 8, 2001 under the symbol
GHGI.
The following table sets forth, for the periods indicated,
the range of high and low closing bid prices for our common
stock through December 31, 2002 for the periods noted, as
reported by the National Quotations Bureau and the Over-The-
Counter Bulletin Board. Quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not
represent actual transactions.
Common Stock Closing Bid
Fiscal Quarter End High Low
- ----------------------------------------------------
December 31, 2001 $2.00 $1.35
March 31, 2002 $2.00 $1.65
June 30, 2002 $1.65 $.06
September 30, 2002 $.06 $.04
December 31, 2002 $.06 $.04
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.
3
3
Item 6. PLAN OF OPERATION
The sale and transfer of the subscriber lists were
completed during the last quarter of the year, the Fort Myers
facility was closed in mid-November, and the company will close
its facilities in Fort Lauderdale on March 31, 2003. With the
completion of these subscriber sales and the closure of the two
facilities the company will have ceased as an operating entity.
Due to the failure of the corporation to achieve the goals set
out in 2001, the Board of Directors have resolved that the
salary paid to the President was cancelled retroactively to
January 1,2002 and the President has repaid in full all
remuneration received during 2002.
Management is considering a number of scenarios to
restructure the company including seeking new equity or debt
investments into the company, acquiring another operating entity
or entering into a new line of business. Among the scenarios
being considered, more than one would potentially allow the
company to recommence functioning as an operating entity.
Additionally, Management believes it is likely that pursuing
these scenarios may require a reverse split of its common stock.
Management is in the process of evaluating the above, as well as
other potential courses of action and intends to finalize its
restructuring plan in the near future.
4
4
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.
5
5
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 62 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 not aware of any director, officer or
beneficial owner of more than ten percent of the Company's
Common Stock that, during fiscal year 2002, failed to file on a
timely basis reports required by Section 16(a) of the Securities
Exchange Act of 1934.
6
6
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.
Annual Compensation
Other Restricted Securities All
Name and Fiscal Annual Stock Underlying LTIP Other
Principal Position Year Salary Bonus Compensation Awards Options Payouts Compensation
- ------------------ ------ ------ ----- ------------ ------ ------- ------- ------------
- -----------------------------------------------------------------------------------------------------------
John Harris, - - - - -
President 2002 00000 -
- -----------------------------------------------------------------------------------------------------------
2001 150,000 - - - - - -
- -----------------------------------------------------------------------------------------------------------
2000 10,000 - - - - - -
- -----------------------------------------------------------------------------------------------------------
Stock Option Grants in the past fiscal year
We have not issued any grants of stock options in the past fiscal year.
Employment Agreements
We have not entered into any employment agreements with any executives.
7
7
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding
beneficial ownership of our common stock as of the date of this
report, by (i) those shareholders known to be the beneficial
owners of more than five percent of the voting power of our
outstanding capital stock, (ii) each director, and (iii) all
executive officers and directors as a group:
Number of
Name and Address of Shares Percent
Beneficial Owner Owned Owned
- ------------------- ----- -----
John Harris
C/O Greenhold Group, Inc.
1995 E. Oakland Park Blvd.
Suite 350
Oakland Park, FL 33306 2,008,324* 26.57%
Dana Gallup
Law Offices of Dana M.
Gallup, P.A.
1995 Oakland Park Blvd.
Suite 350
Oakland Park, Florida 33306 1,355,578 17.93%
George Papapostolou
1342 Colonial Blvd., Suite 17 912,851 12.07%
Fort Myers, FL 33907
All Directors and Officers
as a Group (1 Person) 2,008,324 26.57%
* includes 470,200 shares held by Mr. Harris's spouse of which
Mr. Harris denies beneficial ownership.
8
8
Item 12. CERTAIN TRANSACTIONS
On April 15, 2002, we acquired all the outstanding common
shares of Dot (SR), Inc., for $5,000,000. Dot (SR), Inc. is a
company which owns the exclusive right to market and sell
Internet domain names ending in ".sr" to individuals,
corporations and other entities worldwide. The Company issued
1,000,000 common shares for a value of $1,000,000 and notes
payable of $4,000,000. Mr. John Harris and Mr. Dana Gallup
together owned 50% of Dot(SR), Inc. and also owned approximately
35% of the Company.
On December 31, 2002, the agreement to purchase Dot (SR),
Inc. was rescinded and the net assets were transferred back to
its original stockholders. The common shares and notes payable
issued were canceled and accrued interest on the notes payable
were forgiven.
Stock payments for acquisitions, etc. affecting beneficial
shareholders listed herein are detailed in the tables below.
Company Acquired
-----------------------------------
Naples/Port
Greenhold Shares OnlineUSA, Online Services Charlotte
Issued to Inc. of Miami, Inc. POP, Inc.
- -----------------------------------------------------------------------------
John D. Harris 266,900 100,000 100,000
Dana M. Gallup 239,998
George Papapostolou 47,762 100,000 100,000
Company Acquired
------------------------------------
Greenhold Shares DNT (TECH), USS.net,
Issued to Inc. Inc. W5h, Inc.
- ----------------------------------------------------------------------------
John D. Harris 40,000
Dana M. Gallup 36,000 75,000
George Papapostolou 2,000 100,000
Uss.net, Inc. 850,000
Ray Bolouri 500,000
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Item 13. EXHIBITS AND REPORTS ON FORM 8-K
No Reports on Form 8-K were filed during the last quarter of the period
covered by this report.
Item 14. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's Securities Exchange Act reports is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
During the 90-day period prior to the date of this report,
an evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
were effective. Subsequent to the date of this evaluation,
there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such
controls.
10
10
GREENHOLD GROUP, INC. & SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
11
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 - 22
12
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors
Greenhold Group, Inc. & Subsidiaries
We have audited the accompanying consolidated balance sheet of Greenhold
Group, Inc. & Subsidiaries, as of December 31, 2002 and the related
consolidated statements of operations, changes in stockholders' equity and
cash flows for the years ended December 31, 2002 and 2001. 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, 2002, and the results of its operations and
its cash flows for the years ended December 31, 2002 and 2001 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,
2002. 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.
February 13, 2003
Boca Raton, Florida
13
GREENHOLD GROUP, INC & SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2002
ASSETS
CURRENT ASSETS
Cash $ 856
Current portion of note receivable - buyer of
subscriber lists 51,488
Due from related party 34,209
-----------
Total Current Assets 86,553
-----------
PROPERTY, FURNITURE AND EQUIPMENT
- NET 73,461
-----------
OTHER ASSETS
Note receivable - buyer of subscriber lists,
less current portion 4,526
Deposits 410
-----------
Total Other Assets 4,936
-----------
TOTAL ASSETS $ 164,950
===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $1,068,283
Current portion of notes payable 93,714
Notes payable - stockholders 205,724
-----------
Total Current Liabilities 1,367,721
LONG-TERM LIABILITIES
Notes payable - less current portion 19,813
-----------
Total Liabilities 1,387,534
MINORITY INTEREST 37,566
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT) (1,260,150)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 164,950
===========
Read accompanying Notes to Financial Statements.
-2-
14
GREENHOLD GROUP, INC & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002 AND 2001
2002 2001
REVENUES $ 1,048,001 $ 1,232,369
COST OF REVENUES 475,549 538,304
------------ ------------
GROSS PROFIT 572,452 694,065
------------ ------------
EXPENSES
General and administrative 1,523,173 1,330,422
Depreciation and amortization 333,678 1,490,252
Interest expense 89,537 73,286
Minority interest in net (loss)
income (8,588) 2,191
Impairment of intangible assets - 2,000,000
------------ ------------
Total Expenses 1,937,800 4,896,151
------------ ------------
(LOSS) FROM OPERATIONS (1,365,348) (4,202,086)
------------ ------------
OTHER INCOME (EXPENSES)
Gain on sale of subscribers 224,362 -
Income from subsidiary 111,810 -
Loss on disposal of property and
equipment (143,417) -
Impairment of investment in
subsidiary (152,964) -
------------ ------------
Total Other Income 39,791 -
------------ ------------
(LOSS) FROM CONTINUING OPERATIONS (1,325,557) (4,202,086)
------------ ------------
DISCONTINUED OPERATIONS
(Loss) from operations of discontinued
business (715,515) -
(Loss) from disposal of discontinued
business (224,485) -
------------ ------------
(LOSS) FROM DISCONTINUED OPERATIONS (940,000) -
------------ ------------
NET (LOSS) $(2,265,557) $(4,202,086)
============ ============
(LOSS) PER SHARE:
(Loss) from continuing operations $ (.14) $ (.49)
(Loss) from discontinued operations (.10) -
------------ ------------
Net (loss) $ (.24) $ (.49)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 9,323,122 8,656,241
========= =========
Read accompanying Notes to Financial Statements.
-3-
15
GREENHOLD GROUP, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2002 AND 2001
Common Stock Additional
# of Par Paid-in
Shares Value Capital Deficit Total
------ ----- ------- ------- -----
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
Common shares issued upon purchase
acquisitions 1,130,000 1,130 1,128,870 - 1,130,000
Common shares issued for bulk web
hosting software 250,000 250 249,750 - 250,000
Common shares issued for services
rendered 250,000 250 249,750 - 250,000
Cancellation of common shares (2,950,000) (2,950) (739,850) - (742,800)
Net (loss) during year - - - (2,265,557) (2,265,557)
---------- ------ ---------- ----------- -----------
Balance - December 31, 2002 7,560,040 $7,560 $5,212,349 $(6,480,059) $(1,260,150)
Read accompanying Notes to Financial Statements.
-4-
16
GREENHOLD GROUP, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002 AND 2001
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(2,265,557) $(4,202,086)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Depreciation and amortization 333,678 1,490,252
Depreciation and amortization included in
loss from operations of discontinued
business 686,042 -
Minority interest in net (loss) income (8,588) 2,191
Impairment of intangible assets - 2,000,000
Common stock issued for services 200,000 65,000
Gain on sale of subscriber lists (224,362) -
Loss on disposal of property and equipment 143,417 -
Income from subsidiary (111,810) -
Impairment of investment in subsidiary 152,964 -
Loss on disposal of discontinued business 224,362
Changes in assets and liabilities net
of effects from purchase transaction:
(Increase) decrease in:
Accounts receivable 59,846 (30,933)
Other current assets - 15,253
Deposits 7,000 2,890
Due from related party (66,823) -
Increase (decrease) in:
Accounts payable and accrued expenses 457,221 359,660
Deferred revenue (67,467) 34,895
------------ ------------
NET CASH (USED IN) OPERATING ACTIVITIES (479,954) (262,878)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net advances from subsidiary 83,531 -
Net liabilities of discontinued operations 171,803 -
Cash acquired from acquisition 906 1,838
Cash paid for acquisitions - (88,000)
Proceeds received on sale of subscriber
lists 617,686 -
Cash received from repayment of note
receivable - buyer of subscriber lists 19,986 -
Purchase of subscriber lists - (87,258)
Purchase of property and equipment (69,822) (84,830)
Proceeds received on disposal of property
and equipment 5,522 -
NET CASH PROVIDED BY (USED IN) INVESTING ------------ ------------
ACTIVITIES 829,612 (258,250)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - bank 50,383 -
Repayment of notes payable - bank (50,383) -
Proceeds from notes payable - stockholders 145,974 560,500
Repayment of notes payable - stockholders (350,672) (262,228)
Repayment of notes payable (142,684) (78,789)
Repayment of capital lease obligation (8,343) (4,407)
Proceeds from issuance of common stock - 250,000
NET CASH (USED IN) PROVIDED BY FINANCING ------------ ------------
ACTIVITIES (355,725) 465,076
------------ ------------
NET (DECREASE) IN CASH (6,067) (56,052)
CASH - BEGINNING 6,923 62,975
------------ ------------
CASH - ENDING $ 856 $ 6,923
============ ============
Read accompanying Notes to Financial Statements.
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GREENHOLD GROUP, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
2002 2001
---- ----
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Interest $44,139 $10,532
======= =======
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
YEAR ENDED DECEMBER 31, 2002:
Common shares issued and notes payable
incurred upon acquisition of all of the
outstanding common shares of Dot (SR),
Inc. On December 31, 2002, the purchase
agreement was rescinded (Note 3). $5,000,000
==========
Common shares issued and debt assumed
upon acquisition of all of the outstanding
common shares of Ictransnet, Inc. $ 230,611
==========
Common shares issued for bulk web hosting
software. On November 7, 2002, the purchase
was canceled (Note 9). $ 250,000
==========
Common shares issued for services rendered.
On November 7, 2002, 50,000 of these common
shares were canceled in connection with
consulting fees incurred upon the purchase
of the bulk web hosting software (Note 9). $ 200,000
==========
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
==========
Read accompanying Notes to Financial Statements.
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18
GREENHOLD GROUP, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
ACTIVITIES (CONTINUED):
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.
-7-
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GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 1. ORGANIZATION
Greenhold Group, Inc. was incorporated on March 22, 1999
under the laws of the State of Florida. The company
operates as an Internet service provider with subscribers
mainly in Florida. In addition, with the acquisition
referred to in Note 3, the Company owned the exclusive
right to market and sell Internet domain names ending in
".sr" to individuals, corporations and other entities
worldwide. The Company extends credit to some of its
customers. The Company's headquarters is in Oakland Park,
Florida.
With the sale of subscribers referred to in Note 10 and
the discontinuance of operations of Dot (SR), Inc., the
Company has effectively ceased as an operating entity.
Management is considering several scenarios to
restructure the company (Note 12).
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.
Investment in Subsidiary
The Company accounts for its wholly owned subsidiary,
Ictransnet, Inc. on the equity method. Under the equity
method, the Company recognizes its share of the net
-8-
20
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
Investment in Subsidiary (Continued)
income or loss which increases or reduces its investment
in the subsidiary. As of December 31, 2002, the
investment has been written off due to a decline in it's
value.
Revenue Recognition
Subscriber and other fees are recognized over the period
services are provided. Deferred revenue represents
monthly, quarterly, half-yearly, annual and three-year
subscriber fees billed in advance. Revenue from web
hosting services are recognized when the service is
provided and revenue from website development and design
services are recognized when completed. Registration fees
for the sale of Internet domain names are recognized when
the sale is completed. Once an Internet domain name is
sold, the registration fee is nonrefundable and the
Company has no further obligation or involvement in the
sale. The registration fee is renewable annually.
Property, Furniture and Equipment
Property, furniture and equipment is recorded at cost.
Expenditures for major betterments and additions are
capitalized while replacements, maintenance and repairs
which do not improve or extend the life of the respective
assets, are expensed.
Depreciation is computed by the straight-line method
over the estimated useful lives of the assets as follows:
Furniture and fixtures 7 years
Computer equipment 3 to 7 years
Intangible Assets
Intangible assets are recorded at cost. Amortization is
computed by the straight-line method over the estimated
-9-
21
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Intangible Assets (Continued)
useful lives of the assets and 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.
During the year ended December 31, 2001, 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 10 (the market value) and the Company's
carrying value.
Advertising Costs
Advertising costs are expensed as incurred. During the
years ended December 31, 2002 and 2001, advertising costs
charged to expense included in general and administrative
costs was $76,110 and $60,678, 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.
-10-
22
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Statement of Cash Flows
For purposes of this statement the Company considers all
highly liquid investments with an original maturity of
three months or less to be cash equivalents.
Use of Estimates
Management uses estimates and assumptions in preparing
financial statements in accordance with generally
accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates
that were assumed in preparing the financial statements.
NOTE 3. ACQUISITIONS
Business Acquisitions
Effective July 15, 2002, the Company acquired all the
outstanding common shares of Ictransnet, Inc., an
Internet service provider under a Chapter 11
reorganization for $230,611. The Company issued 130,000
common shares valued at $130,000 and the assumption of
debt for $100,611. Because the company is still in a
legal reorganization, it has not been consolidated but
has been accounted for using the equity method. On July
17, 2002, the subscriber list was sold (Note 10).
On April 15, 2002, the Company acquired all the
outstanding common shares of Dot (SR), Inc., for
$5,000,000. Dot (SR), Inc. is a company which owns the
exclusive right to market and sell Internet domain names
ending in ".sr" to individuals, corporations and other
entities worldwide. The Company issued 1,000,000 common
-11-
23
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 3. ACQUISITIONS (CONTINUED)
Business Acquisitions (Continued)
shares for a value of $1,000,000 and notes payable of
$4,000,000. Two of the stockholders owning 50% of
Dot(SR), Inc. own approximately 35% of the Company. The
excess of the purchase price over the fair value of
assets acquired of $5,080,910 was allocated to domain
name rights and is being amortized over five years using
the straight line method. The amortization period is in
conjunction with the term of an "Exclusive Registration
Agreement" entered into by Dot (SR), Inc. with a company
based in the Republic of Suriname, South America for the
exclusive right to market and sell Internet domain names
ending in ".sr."
The following summarizes the fair value of the assets
acquired and liabilities assumed for the acquisition
during the year ended December 31, 2002:
Cash $ 906
Accounts receivable 6,650
Property and equipment 4,028
Registry set-up fee 45,000
Registration fee 7,833
Accounts payable/accrued expenses (145,327)
---------
Net assets $(80,910)
=========
On December 31, 2002, the agreement to purchase Dot (SR),
Inc. was rescinded and the net assets were transferred
back to its original stockholders. The common shares and
notes payable issued were canceled and accrued interest
on the notes payable were forgiven. Revenues and net
(loss) since acquisition were $294,622 and $715,515,
respectively and are included in discontinued operations.
-12-
24
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 3. ACQUISITIONS (CONTINUED)
Business Acquisitions (Continued)
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 was 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 was being amortized over three years
using the straight line method.
The acquisitions have been accounted for as a purchase
with the results of operations included in the Company's
consolidated financial statements from the date of
acquisition.
The following pro forma consolidated financial
information gives effect to the acquisitions during the
year ended December 31, 2001 as if they 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.
Revenues $ 1,519,769
===========
Net (loss) $(4,228,010)
===========
Loss per share $ (.49)
===========
Weighted average shares outstanding 8,662,789
===========
-13-
25
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 3. ACQUISITIONS (CONTINUED)
Subscriber Lists
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 were being
amortized over three years using the straight-line
method. During the year ended December 31, 2002, these
subscriber lists were sold (Note 10).
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2002 consisted
of the following:
Furniture and equipment $ 8,490
Computer equipment 100,780
--------
109,270
Accumulated depreciation (35,809)
--------
Total $ 73,461
========
For the years ended December 31, 2002 and 2001,
depreciation expense was $73,827 and $57,275,
respectively.
NOTE 5. NOTES PAYABLE
Notes payable as of December 31, 2002 consisted of the
following:
12% note payable issued to a
stockholder, secured by furniture
and equipment, $664 payable monthly
including interest, due February
2004. $ 8,638
-14-
26
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
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. 73,185
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. 31,704
--------
113,527
Current portion (93,714)
--------
Total $ 19,813
========
Notes payable due subsequent to December 31, 2002 are
summarized as follows:
December 31, Amount
2003 $ 93,714
2004 19,813
--------
Total $113,527
========
NOTE 6. CAPITAL LEASE OBLIGATION
The Company leased computer equipment under an agreement
classified as a capital lease. The cost and accumulated
depreciation for this equipment as of December 31, 2002
was $12,750 and $3,506, respectively. The capital lease
obligation was paid September 2002. Total interest
-15-
27
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 6. CAPITAL LEASE OBLIGATION (CONTINUED)
expense on the capital lease obligation for the years
ended December 31, 2002 and 2001 was $1,007 and $1,436,
respectively.
NOTE 7. RELATED PARTY TRANSACTIONS
Due From Related Party
Due from related party represents net advances to Dot
(SR), Inc., for working capital purposes (Note 3). The
advances are non-interest bearing and have no fixed term
of repayment.
Notes Payable - Stockholders
Notes payable - stockholders bear interest at 18% per
annum advanced for working capital purposes. The advances
are due within 60 days of the date of the advance but are
automatically renewable. Notes payable totaling $197,724
are secured by substantially all assets of the Company.
The remaining notes payable are unsecured. As of December
31, 2002, accrued interest was $108,152 and is included
in accounts payable and accrued expenses.
Note Payable
During the year ended December 31, 2001, a note payable
in the amount of $20,000 was issued to a stockholder in
payment of furniture and equipment purchased (Note 5).
NOTE 8. INCOME TAXES
As of December 31, 2002 and 2001, 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
-16-
28
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 8. INCOME TAXES (CONTINUED)
December 31, 2002 and 2001 are as follows:
2002 2001
Net operating loss
carryforwards $1,859,000 $ 436,400
Subscriber lists and
goodwill 538,300 1,178,200
Start-up expenditures (65,700) 32,900
---------- ----------
Total 2,331,600 1,581,700
Less: Valuation allowance (2,331,600) (1,581,700)
---------- ----------
Net deferred income tax
asset $ - $ -
========== ==========
During the year ended December 31, 2002, the valuation
allowance increased by $665,400.
The reconciliation of income tax (benefit) computed at
the federal statutory rate to income tax expense
(benefit) is as follows:
Tax (benefit) at federal statutory rate (34.00)%
State tax (benefit), net of federal
benefit (3.63)
Valuation allowance 37.63
------
Tax provision (benefit) 00.00%
======
The Company has net operating loss carryforwards for
federal and state purposes of approximately $4,938,800
available to offset future taxable income. The net
operating loss carryforwards, if not used, expire through
December 31, 2022.
-17-
29
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
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, 2002,
7,560,040 common shares were issued and outstanding.
On August 1, 2002, the Company recalled and canceled
1,650,000 common shares without consideration. On
December 21, 2000, 850,000 of these common shares were
issued relating to the purchase of a subscriber list of
an Internet service provider. During the quarter ended
March 31, 2002, this subscriber list was sold. The
cancellation of these common shares has been accounted
for as additional proceeds on the sale equal to $.45 per
share, the price per share as of August 1, 2002, for a
total of $382,500. The remaining 800,000 common shares
were canceled at par as these shares were issued to
founders.
On July 8, 2002, the Company issued 130,000 common shares
valued at $130,000 as partial consideration for the
acquisition of all the outstanding common shares of
Ictransnet, Inc., an Internet service provider (Note 3).
On April 15, 2002, the Company issued 1,000,000 common
shares valued at $1,000,000 as partial consideration for
the acquisition of all the outstanding common shares of
Dot (SR), Inc., a company which owns the exclusive right
to market and sell Internet domain names ending in ".sr."
These common shares were canceled on December 31, 2002
(Note 3).
On January 29, 2002, the Company issued 250,000 common
shares for bulk web hosting software valued at $250,000.
On November 7, 2002, the purchase was voided and the
common shares issued were canceled.
During the year ended December 31, 2002, the Company
issued 250,000 common shares for legal, consulting and
-18-
30
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 9. CAPITAL STOCK (CONTINUED)
promotion services rendered for a value of $250,000. On
November 7, 2002, 50,000 of these common shares were
canceled in connection with consulting fees incurred upon
the purchase of the bulk web hosting software.
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.
During the year ended December 31, 2001, 250,000 common
shares were sold.
NOTE 10. SALE OF SUBSCRIBER LISTS
Effective July 15, 2002, the Company sold the subscriber
list of its DeFuniak Internet Services, Inc. subsidiary
for $256,000. The Company received $180,000 in cash and
the balance in a $76,000 note receivable. The note is
receivable in eighteen monthly payments of $4,564
including interest at 10% due January 2004.
On July 17, 2002, the Company sold the subscriber list of
its Ictransnet, Inc. subsidiary and other subscribers of
its On Line Services U.S.A., Inc. subsidiary for
$247,000. The Company received $161,580 in cash. The
remaining balance due was written off as a price
adjustment.
On March 18, 2002, the Company sold the dial-up
subscriber list of its On Line Services U.S.A., Inc.
subsidiary for $165 per subscriber to a major Internet
service provider. The Company received $190,080 as a 50%
down payment. In August 2002, the Company received
$84,193 as final settlement of the balance due. The
remaining balance due was written off as a price
adjustment.
-19-
31
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 11. 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.
During November 2002, the Company vacated the premises
and the landlord has initiated a lawsuit for breach of
contract and nonpayment of rent (See "Litigation"). The
Inverness Internet provider location provides for monthly
base rent of $610 increasing to $636 beginning the second
lease year. The lease expires October 31, 2004 but was
terminated in April 2002 upon payment of two additional
months rent. The Company has vacated the DeFuniak Springs
Internet provider location. Rental payments were on a
month to month basis.
The Company also leases computer equipment under
noncancelable leases with monthly payments ranging
between $193 and $982 expiring through June 2005.
Future minimum lease payments due under these leases
excluding the Ft. Myers Internet provider location for
the years ending subsequent to December 31, 2002 are as
-20-
32
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Operating Leases (Continued)
follows:
December 31, Amount
2003 $ 41,787
2004 39,284
2005 38,793
--------
Total $119,864
========
During the years ended December 31, 2002 and 2001, rent
expense was $139,997 and $82,791, respectively.
Litigation
The Company is a defendant in a lawsuit brought against
it by the landlord of its Ft. Myers Internet provider
location for breach of contract and nonpayment of rent.
The lawsuit asks for damages equal to all remaining
rental payments due under the lease totaling $307,008
exclusive of costs and interest. As of December 31, 2002,
this amount has been accrued and is included in accounts
payable and accrued expenses.
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 $2,265,557
for the year ended December 31, 2002 and has a working
capital deficit of $1,281,168 as of December 31, 2002.
With the sale of its subscribers and the discontinuance
of the operations of Dot (SR), Inc., the Company has
effectively ceased as an operating entity. These
-21-
33
GREENHOLD GROUP, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 12. GOING CONCERN (CONTINUED)
conditions create an uncertainty as to the Company's
ability to continue as a going concern. Management is
considering several scenarios to restructure the company
including seeking new equity or debt investments,
acquiring another operating entity of entering into a new
line of business. The ability of the Company to continue
as a going concern is dependent upon the success of these
actions. The financial statements do not include any
adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary
should the Company be unable to continue as a going
concern.
-22-
34
Signatures
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on March 31 2003.
GREENHOLD GROUP, INC.
By: /s/ John Harris
----------------
John Harris, President and
Chief Executive Officer
In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on March 31, 2003.
By: /s/ John Harris
----------------
John Harris,President and
Chief Executive Officer
35