SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                          ______________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                      Under The Securities Act of 1933
                            ___________________

                           GREENHOLD GROUP. INC.
          (Exact name of registrant as specified in its charter)

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

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

                  Issuer's telephone number (954) 564-0006

                  Compensation and Consulting Agreements
                          (Full title of the plan)
                          ________________________


                               John Harris
                          Greenhold Group, Inc.
                1995 E. Oakland Park Boulevard, Suite 350
                        Fort Lauderdale, FL  33306
                 (Name and address of agent for service)
                              954-564-0006
        (Telephone number, including area code, of agent for service)

                      Copies of all communications to:
     Newman & Pollock, LLP                   James G. Dodrill II, PA
     2600 N. Military Trail, Suite 270       3360 NW 53rd Circle
     Boca Raton, FL 33431                    Boca Raton, FL  33496
     Tel: (561) 997-9920                     Tel: (561) 862-0529
     Fax: (561) 241-4943`                    Fax: (561) 862-0927


<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE

                                    Proposed        Proposed
                                    Maximum         Maximum
Title of        Amount              Offering        Aggregate Amount of
Securities to   to be               Price per       Offering             Registration
Be Registered   Registered(F1)(F2)  Share           Price                Fee(F3)
-------------------------------------------------------------------------------------
<S>             <C>                 <C>             <C>                  <C>
Common Stock    250,000             $1.975          $493,750             $118.00

<FN>
<F1>

(1) The provisions of Rule 416 under the Securities Act of 1933 shall
apply to this Registration Statement and the number of shares
registered on this Registration Statement shall increase or decrease
as a result of stock splits, stock dividends or similar transactions.
</FN>

<FN>
<F2>

(2)  Represents shares issued pursuant to consulting agreements for
continued services by officers, attorneys, directors and consultants
to the Registrant, including services related to sales and marketing
of the Company's products and services seeking joint ventures and
potential acquisitions, promotional services with respect to
Registrant's business establishment of distributorship agreements, all
of the foregoing in furtherance of the Registrant's business.
</FN>

<FN>
<F3>

(3) Estimated solely for the purpose of calculating the registration
fee.  Pursuant to Rule 457(h) the fee is calculated upon the basis of
the average of the closing bid and ask prices quoted for shares of
common stock of the registrant as reported on The Nasdaq OTC Bulletin
Board quotation service on December 13, 2001.
</FN>
</TABLE>

<PAGE>                                 1

                                   PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.	Plan Information.
-------------------------

	Greenhold Group, Inc. has heretofore entered into agreements
with third party consultants and attorneys with respect to the
issuance of shares of the Registrant's common stock for services to
the Registrant.  In consideration for increasing the scope of the
continuing services rendered and to be rendered to the Registrant
until such time as the Registrant shall generate sufficient cash flow
from operations, and in order to compensate certain third party
consultants and attorneys, the Registrant has prepared this Form S-8
registration statement to provide for the issuance of shares, as
described below.

	The Registrant has agreed to issue two hundred fifty thousand
(250,000) shares for continued corporate consulting for continued
representation by the Company's corporate attorneys.


Item 2. Registrant Information and Employee Plan Annual Information.
--------------------------------------------------------------------

	The Registrant shall provide certain third party consultants
and attorneys, without charge, upon their written or oral request the
documents incorporated by reference herein in Item 3 of Part II of
this Registration Statement.  The Registrant shall also provide the
consultants and attorneys, without charge, upon their written or oral
request, with all other documents required to be delivered to
participants, pursuant to Rule 428(b) under the Act.  Any and all such
requests shall be  directed to the Registrant at its place of business
as reflected in this Registration Statement.


                                       2

<PAGE>                                 2


                                   PART II

              INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.
------------------------------------------------

        The following documents, which are on file with the Securities
and Exchange Commission, are incorporated in this registration statement
by reference:

    (a) The Registrant's latest annual report, for the year ended
        December 31, 2000 as filed on Form 10-KSB on April 2, 2001 and
        the Registrant's amended annual report, for the year ended
        December 31, 2000 as filed on Form 10-KSB/A on May 2, 2001.

    (b) The Registrant's quarterly reports, for the quarters
        ended March 31, 2001, June 30, 2001 and September 30, 2001 as
        filed respectively on Form 10-QSB on May 14, 2001, August 14,
        2001 and November 13, 2001.

    (c) The Registrant's current reports on Form 8-K filed on
        January 5, 2001 (as amended by the Registrant's current reports
        on Form 8-K/A filed on March 6, 2001, April 6, 2001, April 23,
        2001 and May 2, 2001), February 7, 2001, May 15, 2001 and
        September 5, 2001.

    (d) The description of the Common Stock contained in the
        Registrant's Registration Statement on Form 10SB, dated February
        25, 2001, filed pursuant to Section 12(g) of the Securities and
        Exchange Act of 1934 as amended by Registrant's Registration
        Statement on Form 10SB/A, dated June 26, 2000.

        All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment that indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be  part hereof from the date of the filing of such documents.

	Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.


Item 4.	Description of Securities.
----------------------------------

	Not applicable.

                                       3



<PAGE>                                 3



Item 5.	Interests of Named Experts and Counsel.
-----------------------------------------------

	None.

Item 6.	Indemnification of Officers and Directors.
--------------------------------------------------

Our Articles of Incorporation and Florida law contain provisions
relating to the indemnification of officers and directors. Generally,
they provide that we may indemnify any person who was or is a party to
any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except for
an action by or in right of us, by reason of the fact that he is or
was a director, officer, employee or agent of ours. It must be shown
that he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to our best interests. Generally, no
indemnification may be made where the person has been determined to be
negligent or guilty of misconduct in the performance of his duty to
us.


Item 7.	Exemption from Registration Claimed.
--------------------------------------------

	Not Applicable


Item 8.	Exhibits:
-----------------

	Pursuant to Item 601 of Rule S-K, the following Exhibits
are annexed hereto:

     Exhibit 5.1  Opinion of Newman & Pollock, LLP.

     Exhibit 23.1  Consent of Newman & Pollock, LLP. (included in Exhibit 5.1)

     Exhibit 23.2  Independent Auditors Consent.




                                       4


<PAGE>                                 4


Item 9.	Undertakings:
---------------------

  (a)  The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are
            being made, a post-effective amendment to this Registration
            Statement:

        (i)   To include any prospectus required by section 10(a)(3) of
              the Securities Act of 1933;

       (ii)   To reflect in the prospectus any facts or events arising
              after the effective date of this Registration Statement
              (or the most recent post-effective amendment thereof)
              which, individually or in the aggregate, represent a
              fundamental change in the information set forth in this
              Registration Statement;

      (iii)   To include any material information with respect to the
              plan of distribution not previously disclosed in this
              Registration Statement or any material change to such
              information in this Registration Statement. Provided,
              however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained
              in periodic reports filed with or furnished to the
              Securities and Exchange Commission by the Registrant
              pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference
              in this Registration Statement.

        (2) That, for the purpose of determining any liability under
            the Securities Act of 1933, each such post-effective
            amendment shall be deemed to be a new registration
            statement relating to the securities offered herein, and
            the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which
            remain unsold at the termination of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for purposes
       of determining any liability under the Securities Act of 1933,
       each filing of the Registrant's annual report pursuant to section
       13(a) or 15(d) of the Securities and Exchange Act of 1934 (and,
       where applicable, each filing of an employee benefit plan's
       annual report pursuant to Section 15(d) of the Securities and
       Exchange Act of 1934) that is incorporated by reference in the
       registration statement shall be deemed to be a new registration
       statement relating to the securities offered therein, and the


                                       5


<PAGE>                                 5


       offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof.

  (c)  Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 may be permitted to directors, officers
       and controlling persons of the Registrant pursuant to the
       foregoing provisions (see Item 6) or otherwise, the Registrant
       has been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against public policy
       as expressed in the Securities Act of 1933 and is, therefore,
       unenforceable. In the event that a claim for indemnification
       against such liabilities (other than the payment by the
       Registrant of expenses incurred or paid by a director, officer or
       controlling person of the Registrant in the successful defense of
       any action, suit or proceeding) is asserted by such director,
       officer or controlling person in connection with the securities
       being registered, the Registrant will, unless in the opinion of
       its counsel the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the question
       whether such indemnification by it is against public policy as
       expressed in the Securities Act of 1933 and will be governed by
       the final adjudication of such issue.


                                       6



<PAGE>                                 6



                              SIGNATURE PAGE
                              --------------

	The Registrant, pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf the undersigned, thereunto duly authorized,
in the City of Fort Lauderdale, Florida on the 14th day of December
2001.


                                            GREENHOLD GROUP, INC.


                                                  /s/ John Harris
                                            ----------------------
                                            By:     John Harris
                                            Title:  President




  	Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.


Dated:	December 14, 2001




                                          /s/ John Harris
                                         ----------------------
                                         By:     John Harris
                                         Title:  President




                                       7


<PAGE>                                 7




                                EXHIBIT INDEX
                                -------------


EXHIBIT NUMBER          ITEM
--------------          ----


    Exhibit 5.1  Opinion of Newman & Pollock, LLP.


    Exhibit 23.1  Consent of Newman & Pollock, LLP. (included in Exhibit 5.1)


    Exhibit 23.2  Independent Auditors Consent.




                                       8

<PAGE>                                 8



                                 -----------
                           NEWMAN & POLLOCK, LLP
                    2600 North Military Trail, Suite 270
                         Boca Raton, Florida 33431

---------------------------------------------------------------------------

                            December 13, 2001


Board of Directors
Greenhold Group, Inc.
1995 E. Oakland Park Boulevard, Suite 350
Fort Lauderdale, FL 33306

RE:	Registration Statement on Form S-8

Gentlemen:

	You have requested this firm's opinion as to whether or not the
250,000 shares of common stock ($0.001 par value) to be issued to
various individuals solely for services, when issued, will be legally
issued and fully paid and non-assessable securities of the Company. In
connection with these agreements, we have examined the Form of the
Registration Statement to be filed by the Company in connection with
such shares on Form S-8; the Articles of Incorporation of the Company,
as amended and the By-Laws of the Company currently in effect.  In
addition, we have examined such other documents and records,
instruments and certificates of public officials, officers and
representatives of the Company and have made such other investigations
as we deemed necessary or appropriate under the circumstances.  In
connection with rendering this opinion, we have reviewed such statutes
and regulations as we have deemed relevant and necessary.  In our
examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity of all documents
submitted to us as certified or photostat copies, and the authenticity
of the original of such copies.  We have further assumed that the
recipients of the shares of common stock under this agreement will
have paid the consideration required under the terms of such agreement
or agreements prior to the issuance of such shares.

	Based upon the foregoing, and in reliance thereon, it is our
opinion that, subject to the limitations set forth herein, the
agreements made with individuals for the issuance of 250,000 shares of
common stock to be issued, will, upon receipt of full payment,
issuance and delivery in accordance with the terms of the agreements
covered by such Registration Statement, be duly and validly
authorized, legally issued, fully paid and non-assessable.





                                       9



<PAGE>                                 9




BOARD OF DIRECTORS
TidalWave Holdings, Inc.
RE:  REGISTRATION STATEMENT ON FORM S-8
PAGE 2
-----------------------------------------------------------------------------


	This opinion is expressly limited in scope to the shares
enumerated herein which are to be expressly covered by the
Registration Statement and does not cover subsequent issuances of shares
to be made in the future pursuant to such agreement, if any, pertaining to
services to be performed in the future.  Such transactions are required to
be included in either a new registration statement or a post effective
amendment to the Registration Statement including updated opinions concerning
the validity of issuance of such shares.

	This opinion is limited to the laws of the State of Florida.
We express no opinion with respect to the laws of any other
jurisdiction. In addition, we hereby consent to you filing this
opinion with the Securities and Exchange Commission as an exhibit to
the above- referenced Registration Statement and any amendment
thereto. By giving such consent, we do not thereby admit that we come
within the category of persons where consent is required under Section
7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission.  This opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose without my prior
written consent.  This opinion is based upon our knowledge of the law
and facts as of the date hereof.  We assume no duty to communicate
with you with respect to any matter which comes to my attention
hereafter.



                                             Very truly yours,
                                             NEWMAN & POLLOCK




                                            /s/ Kenneth S. Pollock



                                       10

<PAGE>                                 10




Exhibit 23.2

                          Earl M. Cohen, C.P.A., P.A.
-----------------------------------------------------------------------------
                          Certified Public Accountant
                    2505 N.W. Boca Raton Blvd. *Suite 202
                          Boca Raton,  Florida  33431
                  Tel.: (561) 347-1608  Fax: (561) 417-9984




             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We consent to the use in this Registration Statement on Form S-8 of
our report dated February 21, 2001, relating to the consolidated
financial statements of Greenhold Group, Inc. & Subsidiaries, and to
all references to our firm appearing in such Registration Statement




Boca Raton, Florida                        /s/ Earl M. Cohen  C.P.A., P.A.
December 13, 2001                          -------------------------------













                                    MEMBER
                American Institute of Certified Public Accountants
                Florida Institute of Certified Public Accountants


                                       11

<PAGE>                                 11
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{"company-data": {"conformed-name": "GREENHOLD GROUP INC", "cik": "0001103121", "assigned-sic": "7389", "irs-number": "650910697", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75340", "film-number": "1816450"}, "business-address": {"street1": "1995 E OAKLAND PARK BLVD", "street2": "SUITE 350", "city": "OAKLAND PARK", "state": "FL", "zip": "33306", "phone": "5617470244"}, "mail-address": {"street1": "120 N U S HIGHWAY ONE", "street2": "SUITE 100", "city": "TEQUESTA", "state": "FL", "zip": "33469"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                          ______________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                      Under The Securities Act of 1933
                            ___________________

                           GREENHOLD GROUP. INC.
          (Exact name of registrant as specified in its charter)

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

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

                  Issuer's telephone number (954) 564-0006

                  Compensation and Consulting Agreements
                          (Full title of the plan)
                          ________________________

                               John Harris
                          Greenhold Group, Inc.
                1995 E. Oakland Park Boulevard, Suite 350
                        Fort Lauderdale, FL  33306
                 (Name and address of agent for service)
                              954-564-0006
        (Telephone number, including area code, of agent for service)

                      Copies of all communications to:
     Newman & Pollock, LLP                   James G. Dodrill II, PA
     2600 N. Military Trail, Suite 270       3360 NW 53rd Circle
     Boca Raton, FL 33431                    Boca Raton, FL  33496
     Tel: (561) 997-9920                     Tel: (561) 862-0529
     Fax: (561) 241-4943`                    Fax: (561) 862-0927
CALCULATION OF REGISTRATION FEE

                                    Proposed        Proposed
                                    Maximum         Maximum
Title of        Amount              Offering        Aggregate Amount of
Securities to   to be               Price per       Offering             Registration
Be Registered   Registered(F1)(F2)  Share           Price                Fee(F3)
-------------------------------------------------------------------------------------
Common Stock    250,000             $1.975          $493,750             $118.00
(1) The provisions of Rule 416 under the Securities Act of 1933 shall
apply to this Registration Statement and the number of shares
registered on this Registration Statement shall increase or decrease
as a result of stock splits, stock dividends or similar transactions.
(2)  Represents shares issued pursuant to consulting agreements for
continued services by officers, attorneys, directors and consultants
to the Registrant, including services related to sales and marketing
of the Company's products and services seeking joint ventures and
potential acquisitions, promotional services with respect to
Registrant's business establishment of distributorship agreements, all
of the foregoing in furtherance of the Registrant's business.
(3) Estimated solely for the purpose of calculating the registration
fee.  Pursuant to Rule 457(h) the fee is calculated upon the basis of
the average of the closing bid and ask prices quoted for shares of
common stock of the registrant as reported on The Nasdaq OTC Bulletin
Board quotation service on December 13, 2001.
1

                                   PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.	Plan Information.
-------------------------

	Greenhold Group, Inc. has heretofore entered into agreements
with third party consultants and attorneys with respect to the
issuance of shares of the Registrant's common stock for services to
the Registrant.  In consideration for increasing the scope of the
continuing services rendered and to be rendered to the Registrant
until such time as the Registrant shall generate sufficient cash flow
from operations, and in order to compensate certain third party
consultants and attorneys, the Registrant has prepared this Form S-8
registration statement to provide for the issuance of shares, as
described below.

	The Registrant has agreed to issue two hundred fifty thousand
(250,000) shares for continued corporate consulting for continued
representation by the Company's corporate attorneys.

Item 2. Registrant Information and Employee Plan Annual Information.
--------------------------------------------------------------------

	The Registrant shall provide certain third party consultants
and attorneys, without charge, upon their written or oral request the
documents incorporated by reference herein in Item 3 of Part II of
this Registration Statement.  The Registrant shall also provide the
consultants and attorneys, without charge, upon their written or oral
request, with all other documents required to be delivered to
participants, pursuant to Rule 428(b) under the Act.  Any and all such
requests shall be  directed to the Registrant at its place of business
as reflected in this Registration Statement.

                                       2
2

                                   PART II

              INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.
------------------------------------------------

        The following documents, which are on file with the Securities
and Exchange Commission, are incorporated in this registration statement
by reference:

    (a) The Registrant's latest annual report, for the year ended
        December 31, 2000 as filed on Form 10-KSB on April 2, 2001 and
        the Registrant's amended annual report, for the year ended
        December 31, 2000 as filed on Form 10-KSB/A on May 2, 2001.

    (b) The Registrant's quarterly reports, for the quarters
        ended March 31, 2001, June 30, 2001 and September 30, 2001 as
        filed respectively on Form 10-QSB on May 14, 2001, August 14,
        2001 and November 13, 2001.

    (c) The Registrant's current reports on Form 8-K filed on
        January 5, 2001 (as amended by the Registrant's current reports
        on Form 8-K/A filed on March 6, 2001, April 6, 2001, April 23,
        2001 and May 2, 2001), February 7, 2001, May 15, 2001 and
        September 5, 2001.

    (d) The description of the Common Stock contained in the
        Registrant's Registration Statement on Form 10SB, dated February
        25, 2001, filed pursuant to Section 12(g) of the Securities and
        Exchange Act of 1934 as amended by Registrant's Registration
        Statement on Form 10SB/A, dated June 26, 2000.

        All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment that indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be  part hereof from the date of the filing of such documents.

	Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.	Description of Securities.
----------------------------------

	Not applicable.

                                       3
3

Item 5.	Interests of Named Experts and Counsel.
-----------------------------------------------

	None.

Item 6.	Indemnification of Officers and Directors.
--------------------------------------------------

Our Articles of Incorporation and Florida law contain provisions
relating to the indemnification of officers and directors. Generally,
they provide that we may indemnify any person who was or is a party to
any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except for
an action by or in right of us, by reason of the fact that he is or
was a director, officer, employee or agent of ours. It must be shown
that he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to our best interests. Generally, no
indemnification may be made where the person has been determined to be
negligent or guilty of misconduct in the performance of his duty to
us.

Item 7.	Exemption from Registration Claimed.
--------------------------------------------

	Not Applicable

Item 8.	Exhibits:
-----------------

	Pursuant to Item 601 of Rule S-K, the following Exhibits
are annexed hereto:

     Exhibit 5.1  Opinion of Newman & Pollock, LLP.

     Exhibit 23.1  Consent of Newman & Pollock, LLP. (included in Exhibit 5.1)

     Exhibit 23.2  Independent Auditors Consent.

                                       4
4

Item 9.	Undertakings:
---------------------

  (a)  The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are
            being made, a post-effective amendment to this Registration
            Statement:

        (i)   To include any prospectus required by section 10(a)(3) of
              the Securities Act of 1933;

       (ii)   To reflect in the prospectus any facts or events arising
              after the effective date of this Registration Statement
              (or the most recent post-effective amendment thereof)
              which, individually or in the aggregate, represent a
              fundamental change in the information set forth in this
              Registration Statement;

      (iii)   To include any material information with respect to the
              plan of distribution not previously disclosed in this
              Registration Statement or any material change to such
              information in this Registration Statement. Provided,
              however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained
              in periodic reports filed with or furnished to the
              Securities and Exchange Commission by the Registrant
              pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference
              in this Registration Statement.

        (2) That, for the purpose of determining any liability under
            the Securities Act of 1933, each such post-effective
            amendment shall be deemed to be a new registration
            statement relating to the securities offered herein, and
            the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which
            remain unsold at the termination of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for purposes
       of determining any liability under the Securities Act of 1933,
       each filing of the Registrant's annual report pursuant to section
       13(a) or 15(d) of the Securities and Exchange Act of 1934 (and,
       where applicable, each filing of an employee benefit plan's
       annual report pursuant to Section 15(d) of the Securities and
       Exchange Act of 1934) that is incorporated by reference in the
       registration statement shall be deemed to be a new registration
       statement relating to the securities offered therein, and the

                                       5
5

       offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof.

  (c)  Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 may be permitted to directors, officers
       and controlling persons of the Registrant pursuant to the
       foregoing provisions (see Item 6) or otherwise, the Registrant
       has been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against public policy
       as expressed in the Securities Act of 1933 and is, therefore,
       unenforceable. In the event that a claim for indemnification
       against such liabilities (other than the payment by the
       Registrant of expenses incurred or paid by a director, officer or
       controlling person of the Registrant in the successful defense of
       any action, suit or proceeding) is asserted by such director,
       officer or controlling person in connection with the securities
       being registered, the Registrant will, unless in the opinion of
       its counsel the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the question
       whether such indemnification by it is against public policy as
       expressed in the Securities Act of 1933 and will be governed by
       the final adjudication of such issue.

                                       6
6

                              SIGNATURE PAGE
                              --------------

	The Registrant, pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf the undersigned, thereunto duly authorized,
in the City of Fort Lauderdale, Florida on the 14th day of December
2001.

                                            GREENHOLD GROUP, INC.

                                                  /s/ John Harris
                                            ----------------------
                                            By:     John Harris
                                            Title:  President

  	Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.

Dated:	December 14, 2001

                                          /s/ John Harris
                                         ----------------------
                                         By:     John Harris
                                         Title:  President

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                                EXHIBIT INDEX
                                -------------

EXHIBIT NUMBER          ITEM
--------------          ----

    Exhibit 5.1  Opinion of Newman & Pollock, LLP.

    Exhibit 23.1  Consent of Newman & Pollock, LLP. (included in Exhibit 5.1)

    Exhibit 23.2  Independent Auditors Consent.

                                       8
8

                                 -----------
                           NEWMAN & POLLOCK, LLP
                    2600 North Military Trail, Suite 270
                         Boca Raton, Florida 33431

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                            December 13, 2001

Board of Directors
Greenhold Group, Inc.
1995 E. Oakland Park Boulevard, Suite 350
Fort Lauderdale, FL 33306

RE:	Registration Statement on Form S-8

Gentlemen:

	You have requested this firm's opinion as to whether or not the
250,000 shares of common stock ($0.001 par value) to be issued to
various individuals solely for services, when issued, will be legally
issued and fully paid and non-assessable securities of the Company. In
connection with these agreements, we have examined the Form of the
Registration Statement to be filed by the Company in connection with
such shares on Form S-8; the Articles of Incorporation of the Company,
as amended and the By-Laws of the Company currently in effect.  In
addition, we have examined such other documents and records,
instruments and certificates of public officials, officers and
representatives of the Company and have made such other investigations
as we deemed necessary or appropriate under the circumstances.  In
connection with rendering this opinion, we have reviewed such statutes
and regulations as we have deemed relevant and necessary.  In our
examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity of all documents
submitted to us as certified or photostat copies, and the authenticity
of the original of such copies.  We have further assumed that the
recipients of the shares of common stock under this agreement will
have paid the consideration required under the terms of such agreement
or agreements prior to the issuance of such shares.

	Based upon the foregoing, and in reliance thereon, it is our
opinion that, subject to the limitations set forth herein, the
agreements made with individuals for the issuance of 250,000 shares of
common stock to be issued, will, upon receipt of full payment,
issuance and delivery in accordance with the terms of the agreements
covered by such Registration Statement, be duly and validly
authorized, legally issued, fully paid and non-assessable.

                                       9
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BOARD OF DIRECTORS
TidalWave Holdings, Inc.
RE:  REGISTRATION STATEMENT ON FORM S-8
PAGE 2
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	This opinion is expressly limited in scope to the shares
enumerated herein which are to be expressly covered by the
Registration Statement and does not cover subsequent issuances of shares
to be made in the future pursuant to such agreement, if any, pertaining to
services to be performed in the future.  Such transactions are required to
be included in either a new registration statement or a post effective
amendment to the Registration Statement including updated opinions concerning
the validity of issuance of such shares.

	This opinion is limited to the laws of the State of Florida.
We express no opinion with respect to the laws of any other
jurisdiction. In addition, we hereby consent to you filing this
opinion with the Securities and Exchange Commission as an exhibit to
the above- referenced Registration Statement and any amendment
thereto. By giving such consent, we do not thereby admit that we come
within the category of persons where consent is required under Section
7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission.  This opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose without my prior
written consent.  This opinion is based upon our knowledge of the law
and facts as of the date hereof.  We assume no duty to communicate
with you with respect to any matter which comes to my attention
hereafter.

                                             Very truly yours,
                                             NEWMAN & POLLOCK

                                            /s/ Kenneth S. Pollock

                                       10
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Exhibit 23.2

                          Earl M. Cohen, C.P.A., P.A.
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                          Certified Public Accountant
                    2505 N.W. Boca Raton Blvd. *Suite 202
                          Boca Raton,  Florida  33431
                  Tel.: (561) 347-1608  Fax: (561) 417-9984

             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We consent to the use in this Registration Statement on Form S-8 of
our report dated February 21, 2001, relating to the consolidated
financial statements of Greenhold Group, Inc. & Subsidiaries, and to
all references to our firm appearing in such Registration Statement

Boca Raton, Florida                        /s/ Earl M. Cohen  C.P.A., P.A.
December 13, 2001                          -------------------------------

                                    MEMBER
                American Institute of Certified Public Accountants
                Florida Institute of Certified Public Accountants

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