SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549

                                     FORM 8-K

                                  CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 17, 2001


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

                                   000-29707
                             Commission File Number

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

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


                   Registrant's telephone number: (954)564-0006
                        --------------------------------



<PAGE>                                 1




Item 5. Other Events.  Litigation Commenced by Company.

	On or about August 17, 2001, Greenhold Group, Inc. ("the
Company") initiated a civil action against Merit First, Inc., a
Florida corporation, duly organized under the laws of the State of
Florida, with its principle office in Tequesta, Florida, regarding a
claim for breach of contract.  The allegations set forth in the
Complaint are as follows:

        On or about October 24, 2000, W5H, Inc., a Florida corporation
(W5H) entered into an agreement (the "Agreement") with Merit First,
Inc., (Merit) which contemplated the purchase of Greenhold Group, Inc.
("Greenhold") by W5H from Merit and the subsequent merger of W5H into
Greenhold.  Pursuant to Section II(5) of the Agreement, Merit was to
procure for Greenhold, by February 28, 2001, an initial public
offering ("IPO") resulting in the net of one million dollars
($1,000,000) to Greenhold.  Specifically, Section II(5) states:

 ...If the efforts of Merit shall not result in the
launching of an IPO for the newly merged company, Client
will be refunded $100,000 and will retain ownership of
Greenhold.

        Merit failed to complete the IPO for Greenhold by February 28, 2001
as required under the Agreement and has failed to refund the one
hundred thousand dollars ($100,000) despite demand by Greenhold for
the said money.  Thus, Merit has breached the Agreement and Greenhold
seeks an award for any and all damages suffered as a result of Merit's
breach of the Agreement, Greenhold's costs and such other and further
relief as the Court deems just and proper.



Forward Looking Statements
	This Form 8-K contains forward-looking statements which involve
risks and uncertainties. When used herein, the words "anticipate,"
"believe," "estimate" and "expect" and similar expressions as they
relate to Greenhold Group, Inc. or its management are intended to
identify such forward-looking statements. These forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Greenhold Group,
Inc's actual results, performance or achievements could differ
materially from the results expressed in or implied by these forward-
looking statements. Factors that could cause or contribute to such
differences are detailed from time to time in Greenhold Group, Inc's
Securities and Exchange Commission reports. Historical results are not
necessarily indicative of trends in operating results for any future
period.



<PAGE>                                 2




                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                                         GREENHOLD GROUP, INC.
                                             (Registrant)


Date: September 5, 2001                  By /s/ John D. Harris
                                         ---------------------
                                            John D. Harris
                                            President



<PAGE>                                 3
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SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549

                                     FORM 8-K

                                  CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 17, 2001

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

                                   000-29707
                             Commission File Number

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

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

                   Registrant's telephone number: (954)564-0006
                        --------------------------------
1

Item 5. Other Events.  Litigation Commenced by Company.

	On or about August 17, 2001, Greenhold Group, Inc. ("the
Company") initiated a civil action against Merit First, Inc., a
Florida corporation, duly organized under the laws of the State of
Florida, with its principle office in Tequesta, Florida, regarding a
claim for breach of contract.  The allegations set forth in the
Complaint are as follows:

        On or about October 24, 2000, W5H, Inc., a Florida corporation
(W5H) entered into an agreement (the "Agreement") with Merit First,
Inc., (Merit) which contemplated the purchase of Greenhold Group, Inc.
("Greenhold") by W5H from Merit and the subsequent merger of W5H into
Greenhold.  Pursuant to Section II(5) of the Agreement, Merit was to
procure for Greenhold, by February 28, 2001, an initial public
offering ("IPO") resulting in the net of one million dollars
($1,000,000) to Greenhold.  Specifically, Section II(5) states:

 ...If the efforts of Merit shall not result in the
launching of an IPO for the newly merged company, Client
will be refunded $100,000 and will retain ownership of
Greenhold.

        Merit failed to complete the IPO for Greenhold by February 28, 2001
as required under the Agreement and has failed to refund the one
hundred thousand dollars ($100,000) despite demand by Greenhold for
the said money.  Thus, Merit has breached the Agreement and Greenhold
seeks an award for any and all damages suffered as a result of Merit's
breach of the Agreement, Greenhold's costs and such other and further
relief as the Court deems just and proper.

Forward Looking Statements
	This Form 8-K contains forward-looking statements which involve
risks and uncertainties. When used herein, the words "anticipate,"
"believe," "estimate" and "expect" and similar expressions as they
relate to Greenhold Group, Inc. or its management are intended to
identify such forward-looking statements. These forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Greenhold Group,
Inc's actual results, performance or achievements could differ
materially from the results expressed in or implied by these forward-
looking statements. Factors that could cause or contribute to such
differences are detailed from time to time in Greenhold Group, Inc's
Securities and Exchange Commission reports. Historical results are not
necessarily indicative of trends in operating results for any future
period.
2

                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                         GREENHOLD GROUP, INC.
                                             (Registrant)

Date: September 5, 2001                  By /s/ John D. Harris
                                         ---------------------
                                            John D. Harris
                                            President
3