<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             COMMISSION FILE NUMBER:
                                     017833

                              GREENLAND CORPORATION
             (Exact Name of Registrant as specified in its charter)

            NEVADA                                     87-0439051
(State of other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                               17075 VIA DEL CAMPO
                               SAN DIEGO, CA 92127
              (Address and zip code of principal executive offices)

                                 (858) 451-6128
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001
per share

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.
[X] YES [ ] NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) 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-K or any amendment to this Form 10-K. [ ]

As of March 31, 2004, the aggregate market value of the voting stock held by
non-affiliates of the registrant was 1,456,358 based upon a $0.016 per share
trading price on that date.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

                      CLASS A COMMON STOCK $0.001 PAR VALUE

               95,022,365 SHARES OUTSTANDING AS OF MARCH 31, 2004

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

      Traditional Small Business Disclosure Format (check one): [X] YES [ ]NO


                                       1
<PAGE>

FORWARD LOOKING INFORMATION
--------------------------------------------------------------------------------

In addition to historical information, this Annual Report on Form 10-KSB may
contain forward-looking statements that involve a number of risks and
uncertainties, including those discussed below at "Risks and Uncertainties."
While this outlook represents management's current judgment on the future
direction of the business, such risks and uncertainties could cause actual
results to differ materially from any future performance suggested below.
Readers are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this Annual Report. The Company
undertakes no obligation to publicly release any revisions to forward-looking
statements to reflect events or circumstances arising after the date of this
document. See "Risks and Uncertainties." References in this Annual Report on
Form 10-KSB to "Greenland" and the "Company" are to Greenland Corporation and
its wholly-owned subsidiary, Check Central, Incorporated.

PART I.
--------------------------------------------------------------------------------

ITEM 1.

GENERAL

         Greenland is a Nevada corporation formed on July 17, 1986, as Zebu,
Inc. On September 11, 1994, the shareholders approved changing the name of the
company to Greenland Corporation.

         In May 1998 we acquired all the issued and outstanding stock of Check
Central, Inc. ("Check Central"); Check Central is a wholly owned subsidiary of
Greenland.

         In August 2002, we organized a new, wholly-owned subsidiary, ExpertHR,
Inc. as a Nevada corporation.

         During 1999, 2000 and 2001 we devoted our efforts to the development
and marketing of automated check cashing products and technologies. Our
MAXcash(TM) automated banking machine ("ABM") is a product similar in form to an
automated teller machine ("ATM"). The first production units of the MAXcash ABM
were introduced in the second quarter of fiscal 1999. Greenland has developed
expertise in the point-of-sale transaction business through our efforts related
to the MAXcash ABM.

         In April 2001, we suspended our back-office support of its check
cashing operations until such time as the integration of our Check Central
software with the MAXcash operating system is complete. We have elected to
resume sales of the MAXcash ABM machine without back office software support to
prospective customers that elect to undertake the risks of check cashing and
payroll advances.

         In July 2001, we entered into an agreement with CardPlus International,
Inc. Pursuant to the agreement, CardPlus purchased six MAXcash ABM's and
licensed our intellectual property to establish an electronic transaction and
data processing center. This transaction was the first under our strategy to
pursue sales of the MAXcash ABM to customers that have their own processing
capabilities.

         In December 2001, we entered into a license agreement with Automated
Cash Machines ("ACM") through which we licensed our intellectual property to ACM
to enable ACM to have its own processing capabilities to operate MAXcash ABM
units.

         In August 2002, we organized a wholly-owned subsidiary, ExpertHR Inc.
ExpertHR is a professional employer organization ("PEO"). The PEO business
provides a broad range of services associated with staff leasing and human
resources management. These include benefits and payroll administration, health
and workers' compensation insurance programs, personnel records management,
employer liability management, employee recruiting and selection, performance
management, and training and development services.

         In April 2003, we entered into a Stock Purchase Agreement along with
ITEC, to acquire an Oklahoma-based PEO company, which we have organized as
ExpertHR-OK, a wholly-owned subsidiary of Greenland. The Oklahoma facilities and
personnel provide a substantial amount of the administration duties associated
with our PEO business, including the implementation of system software.

                                       2
<PAGE>

         Also in March 2003, we entered into an Agreement and Assignment of
Rights to acquire all right title and interest in and to the rights and benefits
arising under or out of personal staffing agreements with the existing clients
of Staff Pro Leasing, Inc and Staff Pro Leasing 2, both Michigan corporations.

         In February 2003, we entered into an Agreement and Assignment of Rights
to acquire all right, title, and interest in and to the rights and benefits
arising under or out of PEO service agreements with certain existing clients of
Accord Human Resources, Inc, an Oklahoma corporation.

         The PEO business is highly competitive, with approximately 900 firms
operating in the U.S. There are several firms that operate on a nationwide basis
with revenues and resources far greater than ours. Some large PEO companies are
owned by insurance carriers; and some are public companies whose shares trade on
Nasdaq, including Administaff, Inc., Team Staff, Inc., Barrett Business
Services, and Staff Leasing, Inc.

         Our current strategy is: (1) to expand our PEO business through the use
of our sales force and strategic acquisitions, and (2) to continue to pursue the
sales of our MAXcash ABM (including sales to PEO clients) and the licensing of
our intellectual property.

         Our principal executive offices are located 17075 Via Del Campo, San
Diego, CA 92127. Our main phone number is (858) 451-6128.

MARKET OVERVIEW

CHECK CASHING AND FINANCIAL SERVICES

         The number of consumers in the U.S. that do not use traditional banking
services is significant. According to Marketdata Enterprises, Inc., 35 percent
of the population can be categorized as "sub-prime," i.e., consumers with
sub-prime credit ratings who make most of their financial transactions outside
of the traditional banking industry.

         Without bank accounts, many of these people are obliged to turn
paychecks into cash and/or money orders from alternative service providers.
According to Financial Service Centers of America ("FiSCA"), a professional
organization representing the check cashing industry, there are approximately
6,000 neighborhood financial service centers, which cash upwards of 180 million
payroll checks annually with an aggregate face value of more than $60 billion.

         FiSCA reports that, in recent years, as a broader spectrum of consumers
have sought increased financial service convenience, including flexibility of
hours and faster delivery of financial services, community-based check cashing
centers have proliferated.

         Over the years, check cashers have introduced a wide range of financial
services to complement basic check cashing. While the cashing of checks,
including payroll checks, government checks, personal checks and insurance
drafts, remains the check cashing center's primary activity, other financial
services are available at check cashing facilities. These include the sale of
money orders, money wire transfers, payment of public utility bills, welfare
benefit and food stamp distribution, public transportation fare, metrocard and
token sales, and pre-paid telephone debit cards, to cite a few.

         Check cashing and other financial services are not the exclusive
province of check cashing stores, or even the use of automated kiosks like our
MAXcash ABM system. The increasing sophistication of POS systems in retail
stores enables easier and safer delivery of check cashing, check approval and
guarantee systems, especially with the deployment of advanced risk management
software. According to the 1997 U.S. Census, there are over 1.1 million retail
establishments in the U.S. The vast majority of these retail locations could
provide at least some financial services to their customers as long as adequate
POS support - including hardware and software systems - is available.

         As a result of our recent expansion into the PEO business segment, we
believe that a number of our PEO clients may want to provide check cashing
services to employees at worksites. This opportunity to sell stand-alone MAXcash
ABM units and/or license our back end software could be considerable.

                                       3
<PAGE>

PEO SERVICES

         The PEO industry emerged in the early 1980's largely in response to the
burdens placed on small and medium-sized employers by the complex legal and
regulatory issues related to human resources management. While various service
providers were available to assist these businesses with specific tasks, PEOs
emerged as providers of a more comprehensive range of services relating to the
employer/employee relationship. In a PEO arrangement, the PEO assumes broad
aspects of the employer/employee relationship. Because PEOs provide
employee-related services to a large number of employees, they can achieve
economies of scale that allow them to perform employment-related functions more
efficiently, provide a greater variety of employee benefits and devote more
attention to human resources management.

         We believe that the demand for PEO services is driven by (1) the trend
by small and medium-sized businesses toward outsourcing management tasks outside
of core competencies; (2) the difficulty of providing competitive health care
and related benefits to attract and retain employees; (3) the increasing costs
of health and workers' compensation insurance coverage and workplace safety
programs; and (4) complex regulation of labor and employment issues and the
related costs of compliance.

         Growing pressure from federal agencies such as the Department of Labor,
the Immigration and Naturalization Service, and the Equal Employment Opportunity
Commission, and the burdens of employment-related compliance such as COBRA,
OSHA, workers' compensation, unemployment compensation, wrongful termination,
ADA ("Americans with Disabilities Act"), and FMLA ("Family and Medical Leave
Act") demand increasing levels of resources from small businesses.

         According to the National Association of Professional Employer
Organizations ("NAPEO"), the PEO industry collectively serves approximately 4
million work site employees in the United States. The target market for the PEO
industry is represented by companies with 100 or fewer employees; a market of
approximately 60 million people.

         NAPEO also reports that current PEO industry revenues are approximately
$18 billion. The average annual growth rate of the industry, since 1985, has
been 15%. A typical PEO client company has 12 work site employees and an average
annual pay per work site employee of $22,517.

         According to the U.S. Small Business Administration ("SBA"), the U.S.
has over 6 million small businesses, defined as those companies with 100 or
fewer employees, representing over 99% of all businesses. The U.S. Census Bureau
reports that small businesses represent the fastest growing segment of U.S.
employment and commerce, representing an estimated annual payroll of $1.4
trillion.

         To successfully execute its current strategy, we will need to improve
our working capital position. The report of the Company's independent auditors
accompanying this report includes an explanatory paragraph indicating there is a
substantial doubt about the Company's ability to continue as a going concern,
due primarily to our financial position related to working capital and net
worth. We plan to overcome the circumstances that impact our ability to remain a
going concern through a combination of achieving profitability and, raising
additional equity financing.

         There can be no assurance, however, that we will be able to complete
any additional financings on favorable terms, or at all, or that any such
financings, if completed, will be adequate to meet our capital requirements. Any
additional financings could result in substantial dilution to our shareholders.
If adequate funds are not available, we may be required to delay, reduce or
eliminate some or all of our planned activities, including any potential
acquisitions. Our inability to fund our capital requirements would have a
material adverse effect on the Company (ALSO SEE "LIQUIDITY AND CAPITAL
RESOURCES." AND "RISKS AND UNCERTAINTIES - FUTURE CAPITAL NEEDS.").

BUSINESS OPERATIONS

         We have developed proprietary software that is capable of providing
support for delivery to consumers of a range of on-line financial services
including check cashing, ATM, money orders and phone card dispensing services.
We have developed, manufactured and have delivered limited numbers of
freestanding kiosks, under the trademarked brand name MAXcash ABM. The unit is
similar in appearance to an ATM machine.

                                       4
<PAGE>

         We have invested, capital, time and effort in the development of our
back-office, risk management and transaction support software systems., We
determined that our original plan to develop, produce, and successfully market
and support our MAXcash ABM system was beyond the scope of our available
resources.

         Our initial strategy for marketing and sales of the MAXcash ABM was
directed at locating distributors of ATM machines and entering into distribution
agreements. Although the Company signed a number of such agreements, significant
unit sales have not materialized. We will continue to seek distributors for the
MAXcash ABM and the sale of machines to clients of our ExpertHR subsidiary and
other PEO companies.

         The Company's strategy has been oriented around two revenue streams.
The first was the sale of the MAXcash ABM. The second revenue stream was to be
generated from the fees earned in connection with the various banking services
provided on each of the machines in operation. However, without sufficient
numbers of machines in the field, this revenue stream did not produce material
results in fiscal 2003.

         The Company's present strategy is the sale MAXcash ABM to PEO's and/or
license our backend technology to those customer who wish to perform their own
backend processing. This eliminates any risk to the Company for bad checks, pay
day advances and need to add personnel and incur additional operating expenses.

         In August 2002, we signed an agreement to sell 60% of our total issued
and outstanding shares of common stock to Imaging Technologies Corporation
("ITEC"), which was approved by shareholders and the Board of Directors in
October 2002. The Closing was in January 2003. The purchase price of $2,250,000
for the initial shares (and warrants to purchase and additional 30% of our total
issued and outstanding shares of common stock) was paid in the form of a
promissory note receivable, due two years from closing and convertible into ITEC
common stock at the average closing prices for ten trading days immediately
preceding the date of conversion. The warrants were exercised at a price of
$.0008 per share.

         Commencing February we embarked on a series of acquisitions that
established the Company in the PEO business. In February 2003, we entered into
an Agreement and Assignment of Rights to acquire all right, title, and interest
in and to the rights and benefits arising under or out of PEO service agreements
with certain existing clients of Accord Human Resources, Inc, an Oklahoma
corporation. In March 2003, we entered into an Agreement and Assignment of
Rights to acquire all right title and interest in and to the rights and benefits
arising under or out of personal staffing agreements with the existing clients
of Staff Pro Leasing, Inc and Staff Pro Leasing 2, both Michigan corporations.
In April 2003, we entered into a Stock Purchase Agreement along with ITEC, to
acquire an Oklahoma-based PEO company, which we have organized as ExpertHR-OK, a
wholly-owned subsidiary of Greenland. The Oklahoma facilities and personnel
provided a substantial amount of the administration duties associated with our
PEO business, including the implementation of system software.

         Although San Diego served as corporate headquarters, processing and
most administrated services related to the PEO operations were conducted in the
Oklahoma office. In addition our Michigan office was responsible for some
processing and sales operations. With the acquisition of ExpertHr of Oklahoma,
the Company also acquired a license to properitery software for payroll
processing and accounting and a client base of approximately $9 million of
revenue.

         During fiscal 2003,. Imaging Technologies Corporation ("ITEC") was the
controlling shareholder of the Company and the Company Board of Directors was
controlled by four members who were also members of the ITEC. In that capacity,
ITEC directed that ITEC control finance and other operational matters. However,
in October 2003, the Company gained control of its finances and certain
operational functions and began to address the various financial and operational
problems it inherited including non payment taxes, failure to comply with
certain regulatory agencies, worker's compensation, legal issues and the
up-streaming of approximately $1,300,000 from the Company to ITEC. Finally, in
February 2004, the Company separated from ITEC and the ITEC Board Members
resigned from the Company's board. (See "Managements Discussion and Plan of
Operation")(See "Subsequent Events").

         In October 2003, the Company decided to move the processing from the
proprietary system in Oklahoma to a more common system to save substantial costs
associated with maintenance and upgrades. In November the Oklahoma operation
lost the entire client base and was unable to obtain new clients. Accordingly,
the Company began to shift operations from Oklahoma to the Michigan office and
to San Diego. In March 2004, the Company closed the Oklahoma office at a
substantial cost savings to the Company (See " Subsequent Events").

                                       5
<PAGE>

         The Company plans to focus its operations in San Diego and Michigan and
maintain a sales staff in both locations. Any new acquisitions will be directed
to obtaining a client base with the addition of offices, if any, constituting a
sales office. We do not anticipate adding additional personal beyond 3-4 persons
to assist in Human Resources, Administration and/or sales.

         The Company believes it is well positioned to operate in a financially
prudent manner.

         We believe that the PEO business represents an opportunity to establish
profitable operations, including expanded sales opportunities for our MAXcash
ABM and/or our backend software.


BUSINESS STRATEGY

         Our goal is to achieve operating revenues and profits from our two
business units. Our PEO business, which was activated primarily in the first
quarter of 2003 is expected to provide large incremental revenues. We believe
that we can achieve an operational break even point with the addition of
approximately 500 work site employees with a goal to reach a total of
approximately 2,000-3,000 work site employees in 2004. Our technology business,
anchored by our MAXcash ABM system, is expected to grow in the future mainly
through machine sales to PEO clients.

CHECK CASHING

         While our market focus is on sales of our MAXcash ABM kiosk, we hope to
broaden our market focus to license back-office software to enable users of our
machines to offer transaction processing and support services to the
self-service check cashing, retail, and POS transaction industries.

         Self-service check cashing (and the addition of related products and
services) is a capital-intensive business. In addition to significant risk
management issues, each machine sold or owned by the Company requires
substantial working capital to build, operate, and service. Accordingly, we do
not perform direct manufacturing of units in favor of outsourcing such machine
assembly. We will continue to outsource some of our sales efforts to
distributors in the industry.

         Additionally, we have explored several strategic partnerships for the
continued development and sales of hardware systems (ABM-like machines), POS
transaction software (the back-office), designed to reside on an advanced,
third-party supplied host platform. The net effect of this strategy is to reduce
our business risk, which had been reliant on an in-house ABM development and
sales strategy.

PROFESSIONAL EMPLOYMENT ORGANIZATION

         We provide, through our wholly-owned ExpertHR subsidiary, comprehensive
personnel management services. We provide a broad range of services, including
benefits and payroll administration, health and workers' compensation insurance
programs, personnel records management, and employer liability management to
small and medium-sized businesses.

         ADMINISTRATIVE FUNCTIONS. We perform a wide variety of processing and
record keeping tasks, mostly related to payroll administration and government
compliance. Specific examples include payroll processing, payroll tax deposits,
quarterly payroll tax reporting, employee file maintenance, unemployment claims
processing and workers' compensation claims reporting.

         BENEFIT PLANS ADMINISTRATION. We sponsor benefit plans including group
health coverage. We are responsible for the costs and premiums associated with
these plans, act as plan sponsor and administrator of the plans, negotiate the
terms and costs of the plans, maintain the plans in accordance with applicable
federal and state regulations, and serve as liaison for the delivery of such
benefits to worksite employees.

         PERSONNEL MANAGEMENT. We provide a variety of personnel management
services, which provide our client companies access to resources normally found
in the human resources departments of larger companies. Our client companies
will have access to a personnel guide, which will set forth a systematic
approach to administering personnel policies and practices.

                                       6
<PAGE>

         EMPLOYER LIABILITY MANAGEMENT. Under our Client Services Agreement
("CSA"), we assume many employment-related responsibilities associated with
administrative functions and benefit plans administration. Upon request, we can
also provide our clients guidance on avoiding liability for discrimination,
sexual harassment, and civil rights violations. We employ counsel specializing
in employment law.

         CLIENT SERVICE AGREEMENT. All clients enter into our CSA, which
establishes our service fee. The CSA is subject to periodic adjustments to
account for changes in the composition of the client's workforce and statutory
changes that affect our costs. The CSA also establishes the division of
responsibilities between our Company and the client as co-employers. Pursuant to
the CSA, we are responsible for personnel administration and are liable for
certain employment-related government regulation. In addition, we assume
liability for payment of salaries, wages (including payroll taxes), and employee
benefits of worksite employees. The client retains the employees' services and
remains liable for the purposes of certain government regulations.

         The PEO business is growing rapidly, but profit margins are small.
Consequently, profitability depends on (1) economies of scale leading to greater
operating efficiencies; and (2) value-added services such as training,
education, Internet support, and other services that may be used by employers
and employees.

         The income model for this business generally revolves around fees
charged per employee. While gross profit is low, revenues are generally
substantial. To this end, we intend to pursue acquisitions of small PEO firms.
Each acquisition is expected to include retention of some existing management
and staff in order to assure continuity of operations.

         In April 2003, we entered into a Stock Purchase Agreement along with
ITEC, to acquire an Oklahoma-based PEO company, which we have organized as
ExpertHR-OK, a wholly-owned subsidiary of Greenland. The Oklahoma facilities and
personnel provide a substantial amount of the administration duties associated
with our PEO business, including the implementation of system software.

         Also in March 2003, we entered into an Agreement and Assignment of
Rights to acquire all right title and interest in and to the rights and benefits
arising under or out of personal staffing agreements with the existing clients
of Staff Pro Leasing, Inc and Staff Pro Leasing 2, both Michigan corporations.

         In February 2003, we entered into an Agreement and Assignment of Rights
to acquire all right, title, and interest in and to the rights and benefits
arising under or out of PEO service agreements with certain existing clients of
Accord Human Resources, Inc, an Oklahoma corporation.

         The PEO business is highly competitive, with approximately 900 firms
operating in the U.S. There are several firms that operate on a nationwide basis
with revenues and resources far greater than ours. Some large PEO companies are
owned by insurance carriers; and some are public companies whose shares trade on
Nasdaq, including Administaff, Inc., Team Staff, Inc., Barrett Business
Services, and Staff Leasing, Inc.

MANUFACTURING, PRODUCTION, AND SOURCES OF SUPPLY

         We outsource the manufacturing and assembly of our MAXcash terminals
pursuant to an agreement with California Chassis located in Anaheim, California.

         In addition to buying components from outside vendors,we purchase
and/or license software programs, including operating systems and intellectual
property modules (pre-written software code to execute a specifically defined
operation). We have directly licensed system software that is either embedded or
otherwise incorporated in our products.

         The MAXcash ABM was designed using a modular approach. The safe case
was designed to meet UL-291 standards, using thick, high-grade steel to provide
the appropriate levels of cash and system protection. With the exception of our
proprietary check imaging hardware, each sub-component (monitor, magnetic card
reader, printer, scanner, money dispenser, CPU) is common to other nationally
available ATM machines. All key sub-components are mounted on easy-access slides
to facilitate replacement if necessary. Brackets, power supplies, cable bundles,
hinges and all other peripherals are heavy-duty components to ensure long life
and low repair cost. We use subcontractors and suppliers to build machines to
meet our requirements.

                                       7
<PAGE>

WARRANTY/MAINTENANCE

         We provide a one year full parts and labor warranty for the MAXcash ABM
and an extended maintenance plan at additional cost to the purchaser.

RESEARCH AND DEVELOPMENT

         The markets for our check cashing products and services are
characterized by evolving technology, new product introductions, and price
competition. Accordingly, we monitor new technology developments and will
coordinate with suppliers, distributors, and dealers to enhance existing
products and lower costs. Advances in technology require ongoing investment.
(ALSO SEE "RISKS AND UNCERTAINTIES.")

COMPETITION

         The markets for our check cashing products and services are highly
competitive. Our ability to compete in our markets depends on a number of
factors, including selling prices, product performance, product distribution,
marketing ability, and customer support. A key element of our strategy is to
provide competitively priced, quality products and services.

         Competitive conditions may adversely affect the Company's revenues,
profitability, and ability to expand. We compete with traditional check cashing
businesses performing the services in a non-automated, over-the-counter manner
and with other companies that use automated check-cashing kiosks.

         The PEO business is also highly competitive, with approximately 900
firms operating in the U.S. There are several firms that operate on a nationwide
basis with revenues and resources far greater than ours. Some large PEO
companies are owned by insurance carriers; and some are public companies whose
shares trade on Nasdaq, including Administaff, Inc., Team Staff, Inc., Barrett
Business Services, and Staff Leasing, Inc. (ALSO SEE "RISKS AND UNCERTAINTIES").

INTELLECTUAL PROPERTY

         We intend to protect our technology by filing copyright and/or patent
applications for the patentable technologies that we consider important to the
development of our business. We also intend to rely upon trade secrets,
know-how, and continuing technological innovations to develop and maintain
competitive advantage.

         We have filed a copyright application with the U. S. Patent and
Trademark Office with respect to our proprietary server technology. We may file
patent applications with respect to our kiosk system and any other technology we
have developed for use with the MAXcash ABM. There can be no assurance that any
U.S. Patent application filed by us, if and when filed, will be granted or, if
obtained, will sufficiently protect our proprietary rights.

         Even if the patents we apply for are granted, they do not confer on us
the right to manufacture and market products if such products infringe patents
held by others. We have not undertaken or conducted any comprehensive patent
infringement searches or studies. If any such third parties hold any such
conflicting rights, we may be required in the future to stop making, using, or
selling our products or to obtain licenses from and pay royalties to others,
which could have a significant and material adverse effect on us. Further, in
such event, there can be no assurance that we would be able to obtain or
maintain any such licenses on acceptable terms or at all. (ALSO SEE "RISKS AND
UNCERTAINTIES.")

PERSONNEL

         Including officers, we employed 16 full-time employees at December 31,
2003. As of the date of this filing, the Company and its subsidiaries employs 10
full-time employees. We also use independent consultants and contractors for a
variety of tasks, including, shareholder relations, and sales and marketing.
None of our employee's are covered by collective bargaining agreements and we
considers our employee relations to be satisfactory.

                                       8
<PAGE>

GOVERNMENT REGULATION

         We are subject to regulation in several jurisdictions in which we
operate, including jurisdictions that regulate check cashing fees and payday
advance fees. We are subject to federal and state regulations relating to the
reporting and recording of certain currency transactions. There can be no
assurance that additional state or federal statutes or regulations will not be
enacted at some future date which could inhibit the ability of us to expand,
significantly decrease the service charges for check cashing and/or other
services, or prohibit or more stringently regulate the sale of certain goods
which could cause a significant adverse effect on our future prospects. States
have different licensing requirements. Some states require that the owner of a
check-cashing machine obtain the license; others require that the provider of
the cash in the machine ("vault cash") obtain a license or the possessor of the
machine obtain the license or that we, jointly with the owner, possessor, or
vault cash provider obtain a license. Certain states require that the entity to
be licensed maintain certain levels of liquid assets for each location at which
a machine is placed.

         Under the bank Secrecy Act regulations of the U.S. Department of the
Treasury (the "Treasury Department"), transactions involving currency in an
amount greater than $10,000 or the purchase of monetary instruments for cash in
amounts from $3,000 to $10,000 must be recorded. In general, every financial
institution, including Greenland, must report each deposit, withdrawal, exchange
of currency or other payment or transfer, whether by, through or to the
financial institution, that involves currency in an amount greater than $10,000.
In addition, multiple currency transactions must be treated as single
transactions if the financial institution has knowledge that the transactions
are by, or on behalf of any person and result in either cash in or cash out
totaling more than $10,000 during any one business day.

         There can be no assurance that additional local, state or federal
legislation will not be enacted or that existing laws and regulations will not
be amended which could have a material adverse effect on our operations and
financial condition. (ALSO SEE "RISKS AND UNCERTAINTIES.")

PEO CLIENT SERVICE AGREEMENT

         All clients enter into ExpertHR's Client Service Agreement ("CSA"). The
CSA generally provides for an on-going relationship, subject to termination by
us or the client upon written notice.

         The CSA establishes our comprehensive service fee, which is subject to
periodic adjustments to account for changes in the composition of the client's
workforce and statutory changes that affect our costs. The CSA also establishes
the division of responsibilities between us and our client as co-employers.
Pursuant to the CSA, we are responsible for personnel administration and are
liable for certain employment-related government regulation. In addition, we
assume liability for payment of salaries and wages (including payroll taxes) of
our worksite employees and responsibility for providing employee benefits to
such persons, regardless of whether our client company makes timely payment of
the associated service fee. Our client retains the employees' services and
remains liable for the purposes of certain government regulations, compliance
which requires control of the worksite or daily supervisory responsibility or is
otherwise beyond our ability to assume. A third group of responsibilities and
liabilities are shared by us and our client where such joint responsibility is
appropriate.

         We are responsible for: payment of wages and related tax reporting and
remittance (state and federal withholding, FICA, FUTA, state unemployment);
workers' compensation compliance, procurement, management and reporting;
compliance with COBRA, IRCA, HIPAA and ERISA (for employee benefit plans
sponsored by ExpertHR only), as well as monitoring changes in other governmental
regulations governing the employer/employee relationship and updating the client
when necessary; and employee benefits administration.

         Our clients are responsible for: payment, through ExpertHR, of
commissions, bonuses, paid leaves of absence and severance payments; payment and
related tax reporting and remittance of non-qualified deferred compensation and
equity-based compensation; assignment to, and ownership of, all intellectual
property rights; compliance with Section-414(o) of the Internal Revenue Code
regarding benefit discrimination; compliance with OSHA regulations, EPA


                                       9
<PAGE>

regulations, FLSA, WARN and state and local equivalents and compliance with
government contracting provisions; compliance with NLRA, including all
organizing efforts and expenses related to a collective bargaining agreement and
related benefits; professional licensing requirements, fidelity bonding and
professional liability insurance; and products produced and/or services
provided.

         We are jointly responsible, with our clients, for: implementation of
policies and practices relating to the employee/employer relationship; and
compliance with all federal, state and local employment laws, including, but not
limited to Title VII of the Civil Rights Act of 1964, ADEA, Title I of ADA,
FMLA, the Consumer Credit Protection Act, and immigration laws and regulations.

         Because we are a co-employer with our client companies for some
purposes, it is possible that we could incur liability for violations of such
laws even if it is not responsible for the conduct giving rise to such
liability. The CSA addresses this issue by providing that the client will
indemnify us for liability incurred to the extent the liability is attributable
to conduct by the client. Notwithstanding this contractual right to
indemnification, it is possible that we could be unable to collect on a claim
for indemnification and may therefore be ultimately responsible for satisfying
the liability in question.

         Clients are required to remit their comprehensive service fees no later
than one day prior to the applicable payroll date by wire transfer or automated
clearinghouse transaction. Although are ultimately liable, as the employer for
payroll purposes, to pay employees for work previously performed, we retain the
ability to terminate the CSA and associated worksite employees or to require
prepayment, letters of credit, or other collateral upon deterioration in a
client's financial condition or upon non-payment by a client.

GOING CONCERN CONSIDERATIONS

         At December 31, 2003, and for the fiscal year then ended, we had a net
loss, negative working capital and a decline in net worth, which raise
substantial doubt about our ability to continue as a going concern. Our losses
have resulted primarily from an inability to achieve sales targets due to
insufficient working capital. Our ability to continue operations will depend on
positive cash flow from future operations and on our ability to raise additional
funds through equity or debt financing. We have reduced and/or discontinued some
of our operations and, if we are unable to raise or obtain needed funding, we
may be forced to discontinue operations.

         For the year ended December 31, 2003, our net loss was $3.5 million and
our decrease in net worth was $35.8 million. At December 31, 2003 our negative
working capital was $5 million. Specific steps that we have taken to address
these problems include entering the PEO business, which is expected to provide
revenues and profits in the future. Additionally, we have reduced overhead costs
through such actions as reductions in our work force and the relocation of our
facilities to reduce rent payments.

         Furthermore, we plan to overcome the circumstances that impact our
ability to remain a going concern through a combination of increased revenues
and decreased costs with interim cash flow deficiencies being addressed through
additional equity financing. We also plan to pursue the acquisition of business
units that will be consistent with our PEO business strategies. We anticipate
that all of these initiatives will be carried out throughout the fiscal year
ending December 31, 2004.

RISKS AND UNCERTAINTIES

LIMITED OPERATING HISTORY:

         We began our check cashing operations in 1998 and has been inactive for
the past two years. Additionally, we entered the PEO business in January 2003.
Accordingly, we have a limited operating history and our business and prospects
must be considered in light of the risks and uncertainties to which early stage
companies in rapidly evolving industries such as automated check cashing and
professional employment services are exposed. We cannot provide assurances that
its business strategy will be successful or that we will successfully address
these risks and the risks described herein.

                                       10
<PAGE>

IF WE ARE UNABLE TO SECURE FUTURE CAPITAL, WE WILL BE UNABLE TO CONTINUE OUR
OPERATIONS.

         Our business has not been profitable in the past and it may not be
profitable in the future. We may incur losses on a quarterly or annual basis for
a number of reasons, some within and others outside our control. (SEE "POTENTIAL
FLUCTUATION IN OUR QUARTERLY PERFORMANCE.") The growth of our business will
require the commitment of substantial capital resources. If funds are not
available from operations, we will need additional funds. We may seek such
additional funding through public and private financing, including debt or
equity financing. Adequate funds for these purposes, whether through financial
markets or from other sources, may not be available when we need them. Even if
funds are available, the terms under which the funds are available to us may not
be acceptable to us. Insufficient funds may require us to delay, reduce or
eliminate some or all of our planned activities.

         To successfully execute our current strategy, we will need to improve
our working capital position. The report of our independent auditors
accompanying our December 31, 2003 financial statements includes an explanatory
paragraph indicating there is a substantial doubt about the Company's ability to
continue as a going concern, due primarily to the decreases in our working
capital and net worth. We plan to overcome the circumstances that impact our
ability to remain a going concern through a combination of increased revenues
and decreased costs, with interim cash flow deficiencies being addressed through
additional equity financing.

POTENTIAL FLUCTUATION IN QUARTERLY PERFORMANCE:

         Quarterly operating results can fluctuate significantly depending on a
number of factors, any one of which could have a material adverse effect on our
results of operations. The factors include: the timing of product/services
announcements and subsequent introductions of new or enhanced products and/or
services by us and by our competitors, the availability and cost of inventories,
the market acceptance of products and services, changes in our prices and in our
competitors' prices, the timing of expenditures for staffing and related support
costs, the extent and success of advertising, research and development
expenditures, and changes in general economic conditions.

         We may experience significant quarterly fluctuations in revenues and
operating expenses as we introduce new products and services; especially as we
enter the PEO business. Furthermore, quarterly results are not necessarily
indicative of future performance for any particular period.

RISK OF TECHNICAL PROBLEMS OR PRODUCT DEFECTS:

         There can be no assurances that, despite testing and quality assurance
efforts that may be performed by us and/or our manufacturers and subcontractors,
that technical problems or product defects will not be found. These problems or
product defects could result in the loss or delay in market acceptance and
sales, diversion of development resources, injury to our reputation, and/or
increased service and support costs, any one of which could have material
adverse effects on our business, financial condition, and results of operations.

GOVERNMENT REGULATION:

         We are subject to regulation in several jurisdictions in which we
operate, including jurisdictions that regulate check cashing fees and payday
advance fees. We could also become subject to federal and state regulations
relating to the reporting and recording of certain currency transactions. There
can be no assurance that additional state or federal statutes or regulations
will not be enacted at some future date which could inhibit our ability to
expand, significantly decrease the service charges for check cashing, payday
advances and/or other services, or prohibit or more stringently regulate the
sale of certain goods and services, which could cause a significant adverse
effect on our future prospects.

SINCE OUR COMPETITORS HAVE GREATER FINANCIAL AND MARKETING RESOURCES THAN WE DO,
WE MAY EXPERIENCE A REDUCTION IN MARKET SHARE AND REVENUES.

         The markets for our products and services are highly competitive and
rapidly changing. Some of our current and prospective competitors have
significantly greater financial, technical, manufacturing and marketing
resources than we do. Our ability to compete in our markets depends on a number
of factors, some within and others outside our control. These factors include:
the frequency and success of product and services introductions by us and by our
competitors, the selling prices of our products and services and of our
competitors' products and services, the performance of our products and of our
competitors' products, product distribution by us and by our competitors, our
marketing ability and the marketing ability of our competitors, and the quality
of customer support offered by us and by our competitors.

                                       11
<PAGE>

         The PEO industry is highly fragmented. While many of our competitors
have limited operations, there are several PEO companies equal or substantially
greater in size than ours. We also encounter competition from "fee-for-service"
companies such as payroll processing firms, insurance companies, and human
resources consultants. The large PEO companies have substantially more resources
than us and provide a broader range of resources than we do.

IF WE ACQUIRE COMPLEMENTARY BUSINESSES, WE MAY NOT BE ABLE TO EFFECTIVELY
INTEGRATE THEM INTO OUR CURRENT OPERATIONS, WHICH WOULD ADVERSELY AFFECT OUR
OVERALL FINANCIAL PERFORMANCE.

         In order to grow our business, we may acquire businesses that we
believe are complementary. To successfully implement this strategy, we must
identify suitable acquisition candidates, acquire these candidates on acceptable
terms, integrate their operations and technology successfully with ours, retain
existing customers and maintain the goodwill of the acquired business. We may
fail in our efforts to implement one or more of these tasks. Moreover, in
pursuing acquisition opportunities, we may compete for acquisition targets with
other companies with similar growth strategies. Some of these competitors may be
larger and have greater financial and other resources than we do. Competition
for these acquisition targets likely could also result in increased prices of
acquisition targets and a diminished pool of companies available for
acquisition. Our overall financial performance will be materially and adversely
affected if we are unable to manage internal or acquisition-based growth
effectively. Acquisitions involve a number of risks, including: integrating
acquired products and technologies in a timely manner, integrating businesses
and employees with our business, managing geographically-dispersed operations,
reductions in our reported operating results from acquisition-related charges
and amortization of goodwill, potential increases in stock compensation expense
and increased compensation expense resulting from newly-hired employees, the
diversion of management attention, the assumption of unknown liabilities,
potential disputes with the sellers of one or more acquired entities, our
inability to maintain customers or goodwill of an acquired business, the need to
divest unwanted assets or products, and the possible failure to retain key
acquired personnel.

         Client satisfaction or performance problems with an acquired business
could also have a material adverse effect on our reputation, and any acquired
business could significantly under perform relative to our expectations. We
cannot be certain that we will be able to integrate acquired businesses,
products or technologies successfully or in a timely manner in accordance with
our strategic objectives, which could have a material adverse effect on our
overall financial performance.

         In addition, if we issue equity securities as consideration for any
future acquisitions, existing stockholders will experience ownership dilution
and these equity securities may have rights, preferences or privileges superior
to those of our common stock.

DEVELOPING MARKETS AND APPLICATIONS:

         The markets for our products and services are relatively new and are
still developing. We believe that there has been growing market acceptance for
check cashing services. We cannot be certain, however, that these markets will
continue to grow. Other technologies are constantly evolving and improving. We
cannot be certain that products and services based on these other technologies
will not have a material adverse effect on the demand for our products and
services.

DEPENDENCE UPON SUPPLIERS:

         We depend on acquiring products and software from outside suppliers. We
rely heavily on these suppliers for upgrades and support. We cannot be certain
that all of our suppliers will continue to make their products and technologies
available to us, or that these suppliers will not provide their products and
technologies to other companies simultaneously.

COMPONENT AVAILABILITY AND COST; DEPENDENCE ON SINGLE SOURCES:

         We presently outsource the production of some of our manufactured
products through a number of vendors. These vendors assemble products, using
components we purchase from other sources or from their own inventory. The terms
of supply contracts are negotiated separately in each instance. Although we have
not experienced any difficulty in the past in engaging contractors or in
purchasing components, present vendors may not have sufficient capacity to meet
projected market demand for our products and alternative production sources may
not be available without undue disruption.

                                       12
<PAGE>

         While most components are available locally from multiple vendors,
certain components used in our products are only available from single sources.
Although alternative suppliers are readily available for many components, for
some components the process of qualifying replacement suppliers, replacing
tooling or ordering and receiving replacement components could take several
months and cause substantial disruption to operations. Any significant increase
in component prices or decrease in component availability could have a material
adverse effect on our business and overall financial performance.

DEPENDENCE ON KEY PERSONNEL:

         Our success is dependent, in part, upon our ability to attract and
retain qualified management and technical personnel. Competition for these
personnel is intense, and we will be adversely affected if it is unable to
attract additional key employees or if it loses one or more key employees. We
may not be able to retain our key personnel.

POSSIBILITY OF CHALLENGE TO PRODUCTS OR INTELLECTUAL PROPERTY RIGHTS:

         We intend to protect our technology by filing copyright and patent
applications for the patentable technologies that we consider important to the
development of our business. We also intend to rely upon trade secrets, know-how
and continuing technological innovations to develop and maintain competitive
advantage.

         We have filed a copyright application with the U. S. Patent and
Trademark Office with respect to our server technology. We may file patent
applications with respect to our kiosk system and any other technology we have
developed for use with the MAXcash ABM. There can be no assurance that any U.S.
Patent application, if and when filed, will be granted or, if obtained, will
sufficiently protect our proprietary rights.

         Even if the patents we apply for are granted, they do not confer on us
the right to manufacture and market products if such products infringe patents
held by others. We have not undertaken or conducted any comprehensive patent
infringement searches or studies. If any such third parties hold any such
conflicting rights, we may be required in the future to stop making, using or
selling its products or to obtain licenses from and pay royalties to others,
which could have a significant and material adverse effect on the Company.
Further, in such event, there can be no assurance that we would be able to
obtain or maintain any such licenses on acceptable terms or at all.

         Additionally, competitors may assert that we infringe on their patent
rights. If we fail to establish that we have not violated the asserted rights,
we could be prohibited from marketing the products that incorporate the
technology and we could be liable for damages. We could also incur substantial
costs to redesign our products or to defend any legal action taken against us.

RELIANCE ON INDIRECT DISTRIBUTION:

         Sales of the MAXcash ABM are principally made through distributors,
which may carry competing product lines. These distributors could reduce or
discontinue sales of our products, which could materially and adversely affect
our future success. These independent distributors may not devote the resources
necessary to provide effective sales and marketing support of our products. In
addition, distributors are not required to carry any inventory of MAXcash ABM
systems. These distributors are substantially dependent on general economic
conditions and other unique factors affecting our markets. We believe that our
growth and success, in the near-term, will depend in part upon our distribution
channels. Our business could be materially and adversely affected if our
distributors fail to provide sales of our products.

INCREASES IN HEALTH INSURANCE PREMIUMS, UNEMPLOYMENT TAXES, AND WORKERS'
COMPENSATION RATES WILL HAVE A SIGNIFICANT EFFECT ON OUR FUTURE FINANCIAL
PERFORMANCE.

         Health insurance premiums, state unemployment taxes, and workers'
compensation rates are, in part, determined by our claims experience, and
comprise a significant portion of our direct costs. We employ risk management
procedures in an attempt to control claims incidence and structure our benefits
contracts to provide as much cost stability as possible. However, should we
experience a large increase in claims activity, the unemployment taxes, health
insurance premiums, or workers' compensation insurance rates we pay could


                                       13
<PAGE>

increase. Our ability to incorporate such increases into service fees to clients
is generally constrained by contractual agreements with our clients.
Consequently, we could experience a delay before such increases could be
reflected in the service fees we charge. As a result, such increases could have
a material adverse effect on our financial condition or results of operations.

WE CARRY SUBSTANTIAL LIABILITY FOR WORKSITE EMPLOYEE PAYROLL AND BENEFITS COSTS.

         Under our client service agreements, we become a co-employer of
worksite employees and we assume the obligations to pay the salaries, wages, and
related benefits costs and payroll taxes of such worksite employees. We assume
such obligations as a principal, not merely as an agent of the client company.
Our obligations include responsibility for (a) payment of the salaries and wages
for work performed by worksite employees, regardless of whether the client
company makes timely payment to us of the associated service fee; and (2)
providing benefits to worksite employees even if the costs incurred by us to
provide such benefits exceed the fees paid by the client company. If a client
company does not pay us, or if the costs of benefits provided to worksite
employees exceed the fees paid by a client company, our ultimate liability for
worksite employee payroll and benefits costs could have a material adverse
effect on the Company's financial condition or results of operations.

AS A MAJOR EMPLOYER, OUR OPERATIONS ARE AFFECTED BY NUMEROUS FEDERAL, STATE, AND
LOCAL LAWS RELATED TO LABOR, TAX, AND EMPLOYMENT MATTERS.

         By entering into a co-employer relationship with employees assigned to
work at client company locations, we assume certain obligations and
responsibilities or an employer under these laws. However, many of these laws
(such as the Employee Retirement Income Security Act ("ERISA") and federal and
state employment tax laws) do not specifically address the obligations and
responsibilities of non-traditional employers such as PEOs; and the definition
of "employer" under these laws is not uniform. Additionally, some of the states
in which we operate have not addressed the PEO relationship for purposes of
compliance with applicable state laws governing the employer/employee
relationship. If these other federal or state laws are ultimately applied to our
PEO relationship with our worksite employees in a manner adverse to the Company,
such an application could have a material adverse effect on the Company's
financial condition or results of operations.

         While many states do not explicitly regulate PEOs, 21 states have
passed laws that have licensing or registration requirements for PEOs, and
several other states are considering such regulation. Such laws vary from state
to state, but generally provide for monitoring the fiscal responsibility of PEOs
and, in some cases, codify and clarify the co-employment relationship for
unemployment, workers' compensation, and other purposes under state law. There
can be no assurance that we will be able to satisfy licensing requirements of
other applicable relations for all states. Additionally, there can be no
assurance that we will be able to renew our licenses in all states.

THE MAINTENANCE OF HEALTH AND WORKERS' COMPENSATION INSURANCE PLANS THAT COVER
WORKSITE EMPLOYEES IS A SIGNIFICANT PART OF OUR BUSINESS.

         The current health and workers' compensation contracts are provided by
vendors with whom we have an established relationship, and on terms that we
believe to be favorable. While we believe that replacement contracts could be
secured on competitive terms without causing significant disruption to our
business, there can be no assurance in this regard.

OUR STANDARD AGREEMENTS WITH PEO CLIENTS ARE SUBJECT TO CANCELLATION ON 60-DAYS
WRITTEN NOTICE BY EITHER THE COMPANY OR THE CLIENT.

         Accordingly, the short-term nature of these agreements make us
vulnerable to potential cancellations by existing clients, which could
materially and adversely affect our financial condition and results of
operations. Additionally, our results of operations are dependent, in part, upon
our ability to retain or replace client companies upon the termination or
cancellation of our agreements.

A NUMBER OF LEGAL ISSUES REMAIN UNRESOLVED WITH RESPECT TO THE CO-EMPLOYMENT
AGREEMENT BETWEEN A PEO AND ITS WORKSITE EMPLOYEES, INCLUDING QUESTIONS
CONCERNING THE ULTIMATE LIABILITY FOR VIOLATIONS OF EMPLOYMENT AND
DISCRIMINATION LAWS.

         Our client service agreement establishes a contractual division of
responsibilities between us and our clients for various personnel management
matters, including compliance with and liability under various government
regulations. However, because we act as a co-employer, we may be subject to
liability for violations of these or other laws despite these contractual
provisions, even if we do not participate in such violations. Although our
agreement provides that the client is to indemnify us for any liability


                                       14
<PAGE>

attributable to the conduct of the client, we may not be able to collect on such
a contractual indemnification claim, and thus may be responsible for satisfying
such liabilities. Additionally, worksite employees may be deemed to be agents of
the Company, subjecting us to liability for the actions of such worksite
employees.

VOLATILITY OF STOCK PRICE:

         The market price of our common stock historically has fluctuated
significantly. Our stock price could fluctuate significantly in the future based
upon any number of factors such as: general stock market trends; announcements
of developments related to our business; fluctuations in our operating results;
announcements of technological innovations, new products or enhancements by us
or our competitors; general conditions in the markets we serve; general
conditions in the U.S. economy; developments in patents or other intellectual
property rights; and developments in our relationships with our customers and
suppliers.

         In addition, in recent years, the stock market in general, and the
market for shares of technology stocks in particular, have experienced extreme
price fluctuations, which have often been unrelated to the operating performance
of affected companies. Similarly, the market price of our common stock may
fluctuate significantly based upon factors unrelated to our operating
performance.

IF OUR OPERATIONS CONTINUE TO RESULT IN A NET LOSS, NEGATIVE WORKING CAPITAL AND
A DECLINE IN NET WORTH, AND WE ARE UNABLE TO OBTAIN NEEDED FUNDING, WE MAY BE
FORCED TO DISCONTINUE OPERATIONS.

         For several recent periods, up through the present, we had a net loss,
negative working capital and a decline in net worth, which raise substantial
doubt about our ability to continue as a going concern. Our losses have resulted
primarily from an inability to achieve revenue targets due to insufficient
working capital. Our ability to continue operations will depend on positive cash
flow, if any, from future operations and on our ability to raise additional
funds through equity or debt financing. Although we have reduced our work force
and suspended some of our operations, if we are unable to achieve the necessary
product sales or raise or obtain needed funding, we may be forced to discontinue
operations.

ABSENCE OF DIVIDENDS:

         We have not paid any cash dividends on our common stock to date and we
do not anticipate paying cash dividends in the foreseeable future.

LIQUIDITY OF COMMON STOCK:

         Trading of Greenland common stock is conducted over-the-counter through
the NASD Electronic Bulletin Board and covered by Rule 15g-9 under the
Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend
these securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale. Securities are exempt from this rule if the market price is at least
$5.00 per share.

         The Securities and Exchange Commission adopted regulations that
generally define a "penny stock" as any equity security that has a market price
of less than $5.00 per share. Additionally, if the equity security is not
registered or authorized on a national securities exchange or the Nasdaq(R) and
the issuer has net tangible assets under $2,000,000, the equity security also
would constitute a "penny stock." Greenland common stock does constitute a penny
stock because our common stock has a market price less than $5.00 per share and
our common stock is not quoted on Nasdaq. As Greenland common stock falls within
the definition of penny stock, these regulations require the delivery, prior to
any transaction involving Greenland common stock, of a disclosure schedule
explaining the penny stock market and the risks associated with it. Furthermore,
the ability of broker/dealers to sell Greenland common stock and the ability of
shareholders to sell Greenland common stock in the secondary market may be
limited. As a result, the market liquidity for Greenland common stock is
adversely affected. The Company can provide no assurance that trading in
Greenland common stock will not be subject to these or other regulations in the
future, which may negatively affect the market for Greenland common stock.
Furthermore, this lack of liquidity also may make it more difficult for the
Company to raise capital in the future.

                                       15
<PAGE>

ITEM 2.

DESCRIPTION OF PROPERTY

         We currently occupy approximately 3,000 square feet of office space
that we shared with ITEC at 17075 Via Del Campo, San Diego, California, on a
month-to-month basis. PEO operations are also conducted from small branch
offices in Troy Michigan and in Edmond Oklahoma.

ITEM 3.

LEGAL MATTERS

         Greenland, along with Seren Systems ("Seren"), its then current and
primary software developer and supplier for its own ABM terminals, was in the
process of completing development of the check cashing service interface to the
Mosaic Software host system being implemented to support a large network of
V.com terminals. In September 2000, Seren unilaterally halted testing and
effectively shut-down any further check cashing development for the V.com
project. The parties participating in this project may have been financially
damaged, related to the delay in performance by the Company and Seren. None of
the parties have brought suit against the Company and/or Seren at this time.
There can be no assurance, however, that such suit(s) will not be brought in the
future.

         On May 23, 2001, the Company filed a Complaint in San Diego County
naming Michael Armani as the defendant. The Complaint alleges breach of contract
by Michael Armani in connection with two separate stock purchase agreements. The
Company seeks damages in the amount of $474,595. On August 7, 2001, the Company
filed a request for Entry of Default against Mr. Armani in the amount of
$474,595 and the court granted entry of default. Subsequently Mr. Armani filed a
motion to set aside the entry of default and on October 26, 2001 the court
granted said motion and the entry of default was set aside. The Company and Mr.
Armani participated in mediation and as a result entered into a settlement
agreement whereby Mr. Armani agreed to make certain cash payments to the Company
and the parties entered into mutual release of all claims. Mr. Armani defaulted
in his obligation to make the first cash payment and consequently, the Company
obtained a judgment against Mr. Armani for $100,000. The Company and Armani
settled for payment of $60,000 from Armani to the Company and the parties
entered into releases.

         On May 23, 2001 Arthur Kazarian, Trustee for the General Wood
Investment Trust (the "Landlord") filed a Complaint in San Diego County naming
Greenland Corporation as a defendant. The Complaint alleges breach of contract
pursuant to the terms of the lease agreement between the Company and the
Landlord for the real property located at 1935 Avenida Del Oro, Oceanside,
California and previously occupied by the Company. The Complaint seeks damages
in the amount of approximately $500,000. Although the Company remains liable for
the payments remaining for the term of the lease, the Landlord has a duty to
mitigate said damages. The Company recorded a lease termination liability of
$275 thousand during the year ended December 31, 2001. The Company entered into
a settlement agreement with Arthur Kazarian, Trustee for the General Wood
Investment Trust (the "Landlord") whereby the Company agreed to pay the sum of
$220,000 to the Landlord in installments payments of $20,000 in May 2002,
$50,000 in October 2002 and the remaining balance in December 2002. In the event
the Company defaults in any or all scheduled payments, the Landlord is entitled
to a stipulated judgment of approximately $275,000. The Company was unable to
make the scheduled payments and as a result, on July 8, 2002, the Landlord has
entered a judgment lien against the Company in the amount of $279,654.

         The Company entered into an agreement with Intellicorp, Inc.
("Intellicorp") whereby Intellicorp agreed to invest $3,000,000 in exchange for
board seats and restricted shares of common stock of the Company. After making
the initial payment of $500,000, Intellicorp defaulted on the balance. The
Company is seeking a recovery of the unpaid $2,500,000. The defendant's ability
to pay is unknown. The Company had issued 46,153,848 shares (prior to a 1:50
reverse stock split in October 2002) of common stock for the investment. The
shares were returned to us and were cancelled. . A default judgment was entered
against defendant IntelliCorp, IntelliGroup, and Isaac Chang. On May 16, 2003
the Court held a prove-up hearing for proof of damages. On July 17, 2003, the
court entered Judgment By Default and awarded the Company damages against
IntelliCorp, IntelliGroup and Isaac Chang in the amount of $3,900,000 including
$1,000,000 in punitive damages. Defendants time to appeal said damage award
expired s on September 17, 2003. The Company is pursuing collection actions of
said amount. There is no assurance that the Company will be successful in its
collection efforts.

                                       16
<PAGE>

         On July 5, 2001 Max Farrow, a former officer of the Company, filed a
Complaint in San Diego County naming Greenland Corporation, Thomas J. Beener,
Intelli-Group, Inc., Intelli-Group LLC and Intelli-Corp, Inc. as defendants. The
Complaint alleges breach of contract in connection with Mr. Farrow's resignation
as an officer and director of the Company in January 2001. The Company and Mr.
Thomas Beener, entered into a settlement agreement with Max Farrow whereby Mr.
Farrow agreed to release Mr. Beener from all claims, obligations etc., in
exchange for the issuance of 8 million restricted shares of Greenland
Corporation common stock. The good faith settlement was approved by the court
and the agreed upon consideration was delivered to Mr. Farrow. The Company
entered into a settlement with Farrow whereby the Company agreed to a judgment
of $125,000. However, the judgment will not be enforced until such time as
efforts to collect against IntelliCorp et al, have been exhausted. In the event
funds are collected from IntelliCorp. Mr. Farrow will receive the first $125,000
plus 50% of the next $200,000 collected. The Company will retain all amounts
collected thereafter.

         Fund Recovery, a temporary staffing services filed a complaint against
us alleging breach of contract. A summary judgment motion is pending. The
Company recorded the liability amount of $14 thousand in the consolidated
financial statements.

         John Ellis has filed a demand for arbitration in San Diego County
against the Company seeking damages of approximately $70,000 for an alleged
breach of contract action Mr. Ellis appears to have abandoned this action. John
Ellis also filed an action in San Diego County against the Company seeking
damages of approximately $60,000 for an alleged breach of contract action. In
response to the action filed in San Diego County, the Company filed a motion to
quash service and to compel arbitration.. The court granted the request of the
Company and directed Mr. Ellis to pursue his claims in arbitration. The Company
and Mr. Ellis have agreed to resolve this matter in mediation and a hearing is
set for November 25, 2003. The Company believes it has valid defenses to the
allegations. The amount at issue was recorded as a liability in the consolidated
financial statements.

         The Company entered in a settlement with Mr. Ellis of all matters (See
"Subsequent Events").

         NKS Enterprises, Inc. commenced a legal action against us in San Diego
Superior Court in Vista California seeking damages in connection with the
purchase and operation of a MaxCash ABM. The case was settled in December 2002.
The maximum amount to be paid under the settlement is $100,000. In exchange,
Greenland will receive the MaxCash ABM sold to NKS Enterprises. The Company was
unable to comply with terms of settlement and NKS has entered a judgment against
the Company for $100,000. This amount was recorded as a liability in the
consolidated financial statements.

         On July 30, 2003, the Company commenced a legal action against CardPlus
International, Inc., in Superior Court in San Diego California seeking damages
in connection with the sale of five MaxCash ABM's and the licensing of the
Company's CCBO back office processing software. The Company is requesting
$500,000 in damages. The Company has filed a motion with the Court for a default
judgment against CardPlus. CardPlus did not appear and a default was entered in
favor of the Company for $500,000. The Company has not yet sought a judgment
against CardPlus as it is presently seeking to name the officers of CardPlus as
individual defendants.

         The Company has been notified by Accord of Oklahoma that it is owed
fees or royalties. They have previously threatened litigation although any
disputes would have to be resolved via arbitration. It is management's intention
to settle this dispute rather than proceed to arbitration.

         Subsequent to December 31, 2003, certain sales or management employees
have left their positions at the Company and it has been determined that during
their employment they may have interfered with and/or directed clients of the
Company to other competing companies and/or started their own competing business
during their employment.. Management has obtained outside counsel to evaluate
these circumstances and is prepared to take legal action against these
individuals if circumstances warrant.

                                       17
<PAGE>

         Subsequent to December 31, 2003, the Company informed counsel Owen
Naccarrato from Naccarrato and Associates that he had acted in a conflict of
interest capacity by representing the Company and various third parties whose
interest were adverse to the Company, including ITEC, Peter Benz, Bi-Costal
Consulting without obtaining a waiver from the Company. The Company has
requested a copy of all filed from Mr. Naccarrato who at this time has failed to
comply. The Company has engaged outside counsel to pursue Mr. Naccarrato and
determine if his representation of the Company was fair and equitable in the
transactions in which the Company was involved.

         The Company's officers and directors are aware of no other threatened
or pending litigation, which would have a material, adverse effect on us. From
time to time we are a defendant (actual or threatened) in certain lawsuits
encountered in the ordinary course of its business, the resolution of which, in
our opinion, should not have a material adverse effect on our financial
position, results of operations, or cash flows.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

                                       18
<PAGE>

PART II.

ITEM 5.

MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

         Our common stock is traded in the over-the-counter market, and quoted
on the OTC Electronic Bulletin Board under the symbol "GRLC". Our common stock
has traded, during the fiscal year ended December 31, 2003 between $0.0381 and
$0.005 per share. The number of shares of record of common stock, $.001 par
value, was 177,441,875 at December 31, 2003 and 95,022,365 at March 31, 2004.
The following table sets forth the quarterly high and low last sales prices per
share for the common stock as reported by the OTC Electronic Bulletin Board:

         ---------------------------------------------------------
                                               HIGH         LOW
         ---------------------------------------------------------
         Year ended Dec. 31, 2002
              First quarter                  $  0.25      $  0.03
              Second quarter                    1.00         0.23
              Third quarter                     0.10         0.02
              Fourth quarter                    0.05         0.01

         Year ended Dec. 31, 2003
              First quarter                 $  0.005     $  0.015
              Second quarter                   0.006        0.026
              Third quarter                    0.015        0.038
              Fourth quarter                   0.012        0.030
         ---------------------------------------------------------

         On March 31, 2004, the last sales price for the common stock as
reported by the OTC Electronic Bulletin Board was $0.016 per share. On March 31,
2004 there were approximately 5,100 shareholders of record of the common stock.

         We have not paid any cash dividends on our common stock, and we do not
currently intend to pay cash dividends on our common stock. The current policy
of the Board of Directors is to retain earnings, if any, to provide funds for
operation and expansion of our business. Such policy will be reviewed by the
Board of Directors from time-to-time in light of, among other things, our
earnings and financial position and limitations imposed by our lenders, if any.

ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion pertains to our operations and financial
condition as of December 31, 2003, and should be read in conjunction with our
financial statements and notes thereto, and other financial information included
elsewhere in this report.

CHECK CASHING

         Greenland has developed proprietary software that is capable of
providing support for delivery to consumers of a range of on-line financial
services including check cashing, ATM, money orders and phone card dispensing
services. We have developed, manufactured and has delivered limited numbers of
freestanding kiosks, under the trademarked brand name MAXcash ABM. The unit is
similar in appearance to an ATM machine. We acquired our base technology in May
1998, when Check Central was incorporated into Greenland as a wholly-owned
subsidiary.

         We have invested capital, time, and effort in the development and
evolution of our back-office, risk management and transaction support software
systems. Due to shortages of working capital and litigation with a key supplier,
we altered our plans for ongoing development, production, and marketing of the


                                       19
<PAGE>

MAXcash ABM system. However, we believe that there is further opportunity to
market the MAXcash ABM kiosk through PEO customers of our ExpertHR subsidiary;
and to clients of other PEO companies in order to provide check cashing and
other automated banking services to employees.

         Our strategy for marketing and sales of the MAXCash ABM, during fiscal
2001 and 2002 , was directed at locating distributors of ATM machines and
entering into distribution agreements. Although we signed a number of such
agreements, unit sales did not materialize.

         In the past, our strategy has been oriented around two revenue streams:
(1) sales of the MAXcash ABM and (2) fees earned in connection with the various
banking services provided on each of the machines in operation. However, without
sufficient numbers of machines in the field, this revenue stream has not
produced material results.

         The Company has had six machines in place with CardPlus International,
Inc. since 2001, but has not achieved any material revenue stream. Under the
arrangement with CardPlus the Company sold six machines to CardPlus and licensed
CardPlus the backend software so that CardPlus could operate as their own
processor for check cashing and other services. This arrangement removed the
Company from any obligation to perform backend services and to avoid liability
regarding bad checks and/or other operational issues and eliminate need to hire
a back office staff, yet still provide fees from the sale of machines and
license fees (See " Subsequent Events").

         The Company will continue the strategy of selling machines and
licensing its backend software to third parties and focus on PEO clients to
compliment our PEO services.

         While we are optimistic that we can successfully produce and sell
MAXcash ABM kiosks and/or license backend software to PEO clients (ours and
others), there can be no assurance that we will achieve our goals in this
regard. (ALSO SEE "RISKS AND UNCERTAINTIES" AND "BUSINESS STRATEGY.")

PROFESSIONAL EMPLOYER ORGANIZATION

         With the acquisition of a controlling interest in the shares of
Greenland by ITEC (which closed in January 2003), in August 2002, we embarked on
program to become a PEO provider. And PEO operations commenced in February 2003
with the acquisition of certain clients of Accord Human Resources. In March we
concluded an acquisition of ExpertHR of Oklahoma and also an acquisition of
certain clients of Staff Pro Leasing, Inc and Staff Pro Leasing 2 both Michigan
companies. We subsequently closed the Oklahoma operation (See `Subsequent
Events").

         We now provide, through our wholly-owned ExpertHR subsidiary,
comprehensive personnel management services. We provide a broad range of
services, including benefits and payroll administration, health and workers'
compensation insurance programs, personnel records management, and employer
liability management to small and medium-sized businesses.

         As of the end of fiscal 2003, our business continues to experience
operational and liquidity challenges. During fiscal 2003 we experienced several
challenges. Since Imaging Technologies Corporation ("ITEC") was the controlling
shareholder of the Company and since the Company Board of Directors was
controlled by four members who were also members of the ITEC various issues
arose. ITEC took control of finance ,including payment of taxes, payment of
accounts payable and hiring of certain personnel and in that capacity
up-streamed approximately $1,400,000 for its use. Unfortunately a significant
amount of taxes owed by the Company were not paid , creditors were not paid and
certain filing required to be made were not made with regulatory agencies. In
addition certain funding opportunities directed and controlled by ITEC did not
materialize which further hampered the Company's operations. Also, because of
the control issue with ITEC, the Company was being identified and/or linked to
ITEC regarding certain regulatory and tax issues. In October 2003, the Company
gained control of its finances and began to address the various problems it
inherited including unpaid taxes, unpaid or expired worker's compensation,,
funds paid to certain members of the ITEC board and accounts payable.. Finally,
in February 2004, the Company separated from ITEC and the ITEC Board Members
resigned from the Company's board (See "Subsequent Events").

                                       20
<PAGE>

         Accordingly, the Company is starting to recover from the control by
ITEC and the challenges of 2003, in taking steps to correct the past problems
but is confronted with significant issues. Based on these events, year-to-year
financial comparisons may be of limited usefulness now and for the next several
periods due to changes in our business as these changes relate to potential
acquisitions of new businesses and changes in products and services.

         Our current strategy is: (1) to expand our PEO business; (2) add
various collateral services to the PEO services and (3) to commercialize our
MAXcash ABM products and technology.

         We believe with the addition of approximately 500 employees the Company
can achieve an operational break-even point. We anticipate reaching this goal
through acquisition and efforts of our sales staff. Clearly the Company's
objective to exceed break even and grow to approximately 2,000-3,000 employees
in fiscal 2004.

         To successfully execute our current strategy, we will need to improve
our working capital position. The report of the Company's independent auditors
accompanying our December 31, 2003 financial statements includes an explanatory
paragraph indicating there is a substantial doubt about our ability to continue
as a going concern, due primarily to the decreases in our working capital and
net worth. We plan to overcome the circumstances that impact our ability to
remain a going concern through a combination of achieving profitability, raising
additional and financing, and renegotiating existing obligations.


         Presently, the Company owns shares of common stock of Viper Networks
Inc., which has recently traded between $.60 and $1.80 per share. Although all
or a a majority of funds (depending on proceeds received) are set aside for
payment of taxes, the Company anticipates a certain availability of funds to
assist in the Company's on-going operation.

         In addition, the Company will likely engage in a private offering to
raise funds.


         There can be no assurance, however, that we will be able to complete
any additional financings on favorable terms or at all, or that any such
financings, if completed, will be adequate to meet our capital requirements. Any
additional equity or convertible debt financings could result in substantial
dilution to our shareholders. If adequate funds are not available, we may be
required to delay, reduce or eliminate some or all of our planned activities,
including any potential mergers or acquisitions. Our inability to fund our
capital requirements would have a material adverse effect on the Company. (ALSO
SEE "LIQUIDITY AND CAPITAL RESOURCES." AND "RISKS AND UNCERTAINTIES - FUTURE
CAPITAL NEEDS." )

ACQUISITION OF BUSINESS UNITS OR BUSINESS ACCOUNTS

         On March 8, 2003, we entered into a Stock Purchase Agreement along with
ITEC, to acquire an Oklahoma-based PEO company, which we have organized as
ExpertHR-OK, a wholly-owned subsidiary of Greenland. The purchase price of
$920,612, which is payable in shares of convertible preferred stock (convertible
into common stock or payable in cash within two years). The purchase price was
computed as 150% of the gross profit of the acquired company as of June 30, 2003
on an annualized basis. The Company utilized the Oklahoma office as a processing
center and headquarters for certain administrative functions and in addition as
part of the acquisition the Company received a license for the system based
software for processing and accounting functions. The Oklahoma office employed 8
persons. Through the Oklahoma office we were able to build a client base of
approximately $9,000,000 of payroll revenue. Subsequent to December 31, 2003,
the Company closed the Oklahoma operation (See " Subsequent Events").

         On March 1, 2003, the Company entered into a Agreement and Assignment
of Rights to acquire all right title and interest in and to the rights and
benefits arising under or out of personal staffing agreements (the "Accounts")
with the existing clients of Staff Pro Leasing, Inc and Staff Pro Leasing 2,
both Michigan corporations ("Staff Pro"). The purchase price, subject to
adjustment, is Two Hundred Sixty Nine Thousand Four Hundred Eighty Three Dollars
($269,483.00) payable as follows: (i) Payment of $22,457.50 not later than March
18, 2003 (the "First Payment"); (ii) payment of $22,457.50 within 30 days of the
First Payment (the "Second Payment"); (iii) monthly payments of $8,940.37 per
month commencing 30 days after the Second Payment and continuing for 24 months;
(iv) one million restricted shares of ITEC. The Adjustment: The Purchase Price
is based on representations by Staff Pro that the Accounts constitute a revenue
base of $11,065,832 (the "Revenue Base"). In the event, either prior to or
during the 24 month payment period, there is a reduction in the Revenue Base,
the Purchase price will be reduced proportionately to said reduction of the
Revenue Base. Provided, however, if during the first 90 days after the effective
date of the Agreement, Staff Pro causes any existing client to execute a new
client agreement with the Company on terms and conditions satisfactory to the
Company, then that client shall be excluded from the revenue base calculation.
The Company continues to operate this book of business although the base of
business has decreased from a revenue base of $11,065,832 to $3,716,533 as of
December 31, 2003.

                                       21
<PAGE>

         On February 16, 2003, the Company entered into an Agreement and
Assignment of Rights to acquire all right, title, and interest in and to the
rights and benefits arising under or out of PEO service agreements (the
"Accounts") with certain existing clients of Accord Human Resources, Inc, an
Oklahoma corporation ("Accord"). The Purchase Price is calculated on a
commission basis as follows: Greenland shall pay Accord an amount ("Accord
Commission") equal to (25%) twenty-five percent of Gross Profits generated
during a three (3) year period (the "Commission Period") beginning on the later
to occur of February 1, 2003, or the date of Greenland's first payroll covering
Existing Clients. During 2003, the Company realized revenue of approximately,
$10,754,047.

         Subsequent to December 31, 2003 on February 13, 2004 the Company
entered into a transaction with ePEO, Link, Inc., an Idaho based PEO., to
acquire their client base of approximately $33,000,000 and assume certain
liabilities. In February the Department of Insurance of the State of Idaho
issued a temporary restraining order against ePEO to prohibit the sale or
transfer of any assets. The Company withdrew its offer to purchase and is
awaiting a decision from the Department of Insurance of the State of Idaho
regarding the transaction.

         Subsequent to December 31, 2003 and effective April 1, 2004, the
Company entered into an agreement with KEBS, INC., a Pennsylvania based PEO
whereby the Company acquired all right title and interest in and to all the
rights and benefits arising out of the Client Service Agreements with the
existing clients of KEBS. The purchase price of twenty thousand dollars is paid,
$10,000 at closing and the second $10,000, subject to adjustment, is paid one
year from closing. The second payment shall be adjusted to increase or decrease
depending on whether the administration fee during said one year period is less
than or greater than $25,000. The client base consists of approximately 100
work-site employees with annual payroll of approximately $900,000. The Company
also entered into a Consulting Agreement with the principal of KEBS for a term
of ten months at $1,000 per month.


RESULTS OF OPERATIONS

GROSS BILLING

         We had total gross billing of $26.5 million from our PEO business, for
the year December 31, 2003. We had no revenues in the prior year period. 2003
was our first venture into the PEO industry and our favorable experience here
has made this our primary focus in 2004. Gross revenue include wages $ 21
million, taxes $1.9 million, workers' compensation $1.5 million, administrative
fees $826 thousand and other $266 thousand.

         The Company's sales operations related to check cashing was temporarily
suspended primarily due to a legal dispute with its software provider and the
associated financial risks to the Company represented by the dispute. Management
is currently working to re-establish these operations, especially as they relate
to value-added products and services to the Company's PEO clientele.

WORKSITE EMPLOYEE PAYROLL COST

         The Company incurred total costs of PEO services of $24.9 million for
the year ended December 31, 2003. Cost of PEO services included: wages $21
million, taxes $1.8 million, workers' compensation $1.4 million and other $357
thousand.

         Cost of goods sold in the prior year periods, associated with check
cashing operations, was $0, which was associated with the since-suspended
operations related to transaction processing.

OPERATING EXPENSES

         Operating expenses for the years ended December 31, 2003, and 2002 were
$4.9 million and $4.6 million, respectively. Operating expense includes
impairment of investments and goodwill of $1 million and $2.2 million in 2003
and 2002, respectively. Netting out impairment of investments and goodwill,
operating expense increased to $3.9 million in 2003 compared with $2.4 million
in 2002 primarily due to increased staffing necessary for the PEO business.

                                       22
<PAGE>

         There were no research and development costs for the years ended
December 31, 2003, and 2002, respectively.

NON-OPERATING EXPENSES

         Non-operating expenses were $147 thousand for the year ended December
31, 2003 compared to $1.1 million for the year ended December 31, 2002, a
decrease of $978 thousand (87%). The decrease was due primarily to the
settlement of litigation and inventory obsolescence related to the MAXcash ABM
system in 2002.

NET LOSS

         The net loss for the year ended December 31, 2003 was $3.5 million
compared to $5.7 million for fiscal year 2002, a decrease of 2.2 million (38%),
due primarily to increased in gross income associated to the PEO business and
decrease in non-operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

         Historically, we have financed our operations through cash generated
from the sale of equity securities and debt financing. To date, we have not been
able to support our operations from revenues through sales of products or
services.

         In April 2001, we announced that we had temporarily suspended our check
cashing operations in order to minimize our check cashing risk, reduce operating
losses, and to conserve capital.

         At December 31, 2003, we had a working capital deficit of $5 million
compared with a working capital deficit of $3.2 million at December 31, 2002.
The increase of $1.8 million (56%) resulted primarily from an increase in PEO
payroll tax and other payroll deductions.

         Stockholders' equity increased for the year ended December 31, 2003
from the previous fiscal year by $1.7 million, due primarily to the $3.5 million
comprehensive loss, which was offset by increased paid-in-capital of $2.8
million.

         Net cash used for operating activities was $531 thousand compared to
$28 thousand in fiscal 2002. The changes are due primarily to the increase in
account receivable associated to the PEO services.

         There was no net cash provided by or used for investing activities in
the year ended December 31, 2003. Net cash provided by investing activities was
$0 in fiscal 2002.

         Net cash from financing activities was $527 thousand for the year ended
December 31, 2003 compared to $25 thousand in the prior year; an increase of
$502 thousand (95%). The increase was due primarily to changes in notes payable
and the exercise of warrants and options.

         We have no material commitments for capital expenditures. However,
presently, the Company owns shares of common stock of Viper Networks Inc., which
has recently traded between $.60 and $1.80 per share. Although a majority of
funds (depending on proceeds received) are set aside for payment of taxes, the
Company anticipates a reasonable availability of funds to assist in the
Company's on-going operation. In addition, the Company will likely engage in a
private offering to raise funds.

         Subsequent to December 31, 2003, the Company issued 7,500,000 shares of
common stock for services. However, subsequent to December 31, 2003,
approximately 90 million shares were returned by ITEC and cancelled by the
Company (See "Subsequent Events").

         Our capital requirements depend on numerous factors, including market
acceptance of our products and services, the resources we devote to marketing
and selling our products and services, and other factors. We anticipates that
our capital requirements will increase in future periods as we reduces our debt
and increase our sales and marketing efforts. The report of our independent
auditors accompanying our December 31, 2003 financial statements includes an
explanatory paragraph indicating there is a substantial doubt about our ability
to continue as a going concern, due primarily to the decreases in our working
capital and net worth.

                                       23
<PAGE>

         We plan to overcome the circumstances that impact our ability to remain
a going concern through a combination of increased revenues and decreased costs,
with interim cash flow deficiencies being addressed through additional equity
and/or debt financing.

         We continue to pursue additional financings to fund our operations and
growth. There can be no assurance, however, that we will be able to complete any
additional debt or equity financings on favorable terms or at all, or that any
such financings, if completed, will be adequate to meet our capital
requirements. Any additional equity or convertible debt financings could result
in substantial dilution to our shareholders. If adequate funds are not
available, we may be required to delay, reduce, or eliminate some or all of our
planned activities. Our inability to fund our capital requirements would have a
material adverse effect on the Company. Also see "Risks and
Uncertainties--Future Capital Needs."

SUBSEQUENT EVENTS

         Subsequent to December 31, 2003, the Company entered into an agreement
with Imaging Technologies Corporation ("ITEC") on February 11, 2004 whereby the
Company agreed to cancel or return a Convertible Promissory Note issued by ITEC
to the Company in the amount of $2,250,000 and cancel an existing inter-company
transfer debt of ITEC to the Company of approximately $1,300,000 and ITEC agreed
to (i) return all but 19,183,390 shares of the Company common stock received in
connection with their purchase of the Company stock on January 2003 ( including
shares received in connection with exercise of warrants) (ii) retain an addition
6,000,000 shares of the Company common stock in the name of ITEC but with proxy
rights to the Company for full voting authority and the right to the Company to
sell said shares and receive proceeds from said sale(s) (iii) grant the Company
all right title and interest in ITEC's rights to acquire any and all interest in
and to ePEO Link, Inc.and (iv) cause all members of the Company board of
directors who also serve on ITEC board to resign from the Company's board; Brian
Bonar, Eric Gaer, Richard Green and Robert Dietrich. As a result of this
transaction the Company's issued and outstanding shares were reduced to
88,000,000 and ITEC is no longer the controlling shareholder nor does ITEC board
members control the Company Board of Directors. During the period that ITEC
controlled the Company, management had significant disagreements with ITEC over
use of funds, including up-streaming of approximately $1,300,000, accounting
policies and failure to pay taxes and conflicts of interest by ITEC Board
members and legal counsel selected by ITEC.

         Subsequent to December 31, Brian Bonar resigned as Chairman of the
Board of the Company; Richard Green, Robert Dietrich and Eric Gaer resigned as
member's of the Company's Board of Directors. Mr. Gaer also resigned as
Secretary of the Company and Mr. Gaer and Mr. Bonar resigned as officers and
directors of ExpertHR.

         Subsequent to December 31, 2003, Mr. Thomas Beener was appointed
Chairman of the Board of the Company.

         Subsequent to December 31, 2003 on March 2, 2004, the Company closed
the office in Oklahoma. This action was taken as a result of several factors:
(i) the software system utilized was found to be overly-expensive to operate and
maintain and a better system was obtained (ii) the Oklahoma office lost its
entire client base of approximately $9,000,000 and was unable to obtain new
accounts (iii) operating functions performed in Oklahoma was transferred. The
closing of this office reduced operating expenses by approximately $70,000 per
month.

         Subsequent to December 31, 2003 on February 13, 2004 the Company
entered into a transaction with ePEO, Link, Inc., an Idaho based PEO, to acquire
their client base of approximately $33,000,000 and assume certain liabilities.
In February the Department of Insurance of the State of Idaho issued a temporary
restraining order against ePEO to prohibit the sale or transfer of any assets.
The Company withdrew its offer to purchase and is awaiting a decision from the
Department of Insurance of the State of Idaho regarding the transaction.

         Subsequent to December 31, 2003, the Company entered into a settlement
agreement with John Elllis whereby Mr. Ellis dismissed all claims and granted
the Company a complete release in exchange for 1,000,000 shares of the Company
common stock.

                                       24
<PAGE>

         Subsequent to December 31, 2003 and effective April 1, 2004, the
Company entered into an agreement with KEBS, INC., a Pennsylvania based PEO
whereby the Company acquired all right title and interest in and to all the
rights and benefits arising out of the Client Service Agreements with the
existing clients of KEBS. The purchase price of twenty thousand dollars is paid,
$10,000 at closing and the second $10,000, subject to adjustment, is paid one
year from closing. The second payment shall be adjusted to increase or decrease
depending on whether the administration fee during said one year period is less
than or greater than $25,000. The client base consists of approximately 100
work-site employees with annual payroll of approximately $900,000. The Company
also entered into a Consulting Agreement with the principal of KEBS for a term
of ten months at $1,000 per month.

         Subsequent to December 31, 2003, certain sales or management employees
have left their positions at the Company and it has been determined that during
their employment they may have interfered with and/or directed clients of the
Company to other competing companies and/or started their own competing business
during their employment.. Management has obtained outside counsel to evaluate
these circumstances and is prepared to take legal action against these
individuals if circumstances warrant.

         Subsequent to December 31, 2003, the Company informed counsel Owen
Naccarrato from Naccarrato and Associates that he had acted in a conflict of
interest capacity by representing the Company and various third parties whose
interest were adverse to the Company, including ITEC, Peter Benz, Bi-Costal
Consulting without obtaining a waiver from the Company. The Company has
requested a copy of all filed from Mr. Naccarrato who at this time has failed to
comply. The Company has engaged outside counsel to pursue Mr. Naccarrato.

         Subsequent to December 31, 2003 on April 2, 204, Mr. Brad Urlaub was
appointed Chief Operating Officer of the Company and has agreed to join the
Board of Directors of Greenland Corporation.


                                       25
<PAGE>

RESPONSIBILITIES FOR CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements of Greenland Corporation and
subsidiaries were prepared by management, which is responsible for their
integrity and objectivity. The statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and, as
such, include amounts based on judgments of management.

Management is further responsible for maintaining internal controls designed to
provide reasonable assurance that the books and records reflect the transactions
of the companies and that established policies and procedures are carefully
followed. From a shareholder's point of view, perhaps the most important feature
in internal control is that it is continually reviewed for effectiveness and is
augmented by written policies and guidelines, the careful selection and training
of qualified personnel, and a strong program of internal audit.

Kabani & Company, Inc., an independent auditing firm, is engaged to audit the
consolidated financial statements of Greenland Corporation and subsidiaries and
issue reports thereon. The audit is conducted in accordance with auditing
standards generally accepted in the United States of America that comprehend the
consideration of internal control and tests of transactions to the extent
necessary to form an independent opinion on the financial statements prepared by
management.

The Board of Directors, through the Audit Committee (composed entirely of
independent Directors), is responsible for assuring that management fulfills its
responsibilities in the preparation of the consolidated financial statements.
The Audit Committee annually recommends to the Board of Directors the selection
of the independent auditors and submits the selection for ratification by
shareholders at the Company's annual meeting. In addition, the Audit Committee
reviews the scope of the audits and the accounting principles being applied in
financial reporting. The independent auditors, representatives of management,
and the internal auditors meet regularly (separately and jointly) with the Audit
Committee to review the activities of each, to ensure that each is properly
discharging its responsibilities, and to assess the effectiveness of internal
control. It is management's conclusion that internal control at December 31,
2003 provides reasonable assurance that the books and records reflect the
transactions of the companies and that established policies and procedures are
complied with. To reinforce complete independence, Kabani & Company, Inc. has
full and free access to meet with the Audit Committee, without management
representatives present, to discuss the results of the audit, the adequacy of
internal control, and the quality of financial reporting.

      By /s/ Thomas Beener
         --------------------

         Thomas Beener
         President, and Chief Executive Officer


                                       26
<PAGE>


ITEM 7.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----

Report of independent accountants                                            28
Consolidated balance sheet as of December 31, 2003                           29
Consolidated statements of operations for the years ended
     December 31, 2003 and 2002                                              30
Consolidated statements of stockholders' equity (deficit) for the
years ended December 31, 2003 and 2002                                       31
Consolidated statements of cash flows for the years ended
     December 31, 2003 and 2002                                              32
Notes to consolidated financial statements                                   33



                                       27
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors
Greenland Corporation

We have audited the accompanying consolidated balance sheet of Greenland
Corporation, a Nevada Corporation and subsidiary (the "Company") as of December
31, 2003 and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31, 2003 and 2002.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Greenland
Corporation and subsidiary as of December 31, 2003 and the results of its
operations and its cash flows for the years ended December 31, 2003 and 2002, in
conformity with accounting principles generally accepted in the United States of
America.

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The Company has accumulated deficit of $35,772 thousand including net
losses of $3,536 thousand and $5,714 thousand for the years ended December 31,
2003 and 2002, respectively. The Company has a working capital deficiency of
$4,979 thousand on December 31, 2003. These factors as discussed in Note 5 to
the consolidated financial statements, raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 5. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California
March 20, 2004


                                       28
<PAGE>


                              GREENLAND CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003



(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

ASSETS
------

CURRENT ASSETS:

      Account Receivable, Net                                          $    432
      Receivable from related party                                       1,263
      Other receivables                                                     329
                                                                       ---------
           Total current assets                                           2,024

PROPERTY AND EQUIPMENT, net                                                  77
DEPOSITS                                                                    135
                                                                       ---------

                                                                       $  2,236
                                                                       =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

CURRENT LIABILITIES:
     Accounts payable                                                  $  1,160
     PEO payroll taxes and other payroll deductions                       3,348
     Client deposit                                                           1
     Note payable                                                           608
     Note payable-related party                                             275
     Current  maturities of obligations under capital lease                 362
     Accrued payroll                                                        435
     Accrued interest                                                       281
     Other accrued expenses                                                 533
                                                                       ---------
          Total current liabilities                                       7,003

Long term debt:
      Obligations under capital lease less current maturities                 4

COMMITMENTS & CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Convertible Preferred Class A stock, $.001 par value;
     Authorized shares 10,000, issued and outstanding share 0                --
     Common stock, $.001 par value; authorized shares
        500,000,000, 177,441,875 shares issued and outstanding              637
     Additional paid in capital                                          32,079
     Subscribed shares and receivables                                   (1,715)
     Accumulated deficit                                                (35,772)
                                                                       ---------
          Total stockholders' deficit                                    (4,771)
                                                                       ---------
                                                                       $  2,236
                                                                       =========


                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.

                                       29
<PAGE>
<TABLE>

                              GREENLAND CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<CAPTION>


(IN THOUSANDS)                                              2003            2002
                                                         ----------      ----------
<S>                                                      <C>             <C>

Net Revenues-PEO Services                                $   5,953       $      --

Cost of revenues                                             4,399              --
                                                         ----------      ----------

Gross profit, (gross billings of $26,523  less
worksite employee payroll cost of $24,969)                   1,554              --

General and Administrative expense                           3,893           2,374
Impairment on investments & goodwill                         1,047           2,213
                                                         ----------      ----------
Operating Expenses                                           4,940           4,587
                                                         ----------      ----------

Loss from operations                                        (3,386)         (4,587)

Non-operating income (expense):
     Inventory obsolescence                                     --            (146)
     Impairment of asset                                        --            (300)
     Net loss on settlement of debt                           (107)           (484)
     Litigation                                                 --            (160)
     Loss on sale of assets                                     --              (3)
     Loss on termination of lease                               --             (65)
     Gain on sale of asset                                      --             150
     Interest expense                                         (219)           (117)
     Other income (expense)                                    179              --
                                                         ----------      ----------
Total non-operating income (expense)                          (147)         (1,125)
                                                         ----------      ----------

Loss before income tax                                      (3,533)         (5,712)

Provision for income tax                                         3               2
                                                         ----------      ----------

Net loss                                                 $  (3,536)      $  (5,714)
                                                         ==========      ==========

Basic and diluted weighted average number of shares
   of common stock outstanding                             197,436           6,634
                                                         ==========      ==========

Basic and diluted net loss per share:                    $   (0.02)      $   (0.86)
                                                         ==========      ==========
</TABLE>


                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.

                                       30
<PAGE>
<TABLE>

                                                       GREENLAND CORPORATION
                                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                          FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>


(thousands)
                                         PREFERRED STOCK         COMMON STOCK                SUBSCRIBED ACCUMULATED          TOTAL
                                         ---------------  -------------------------             SHARES    OTHER              STOCK-
                                                                          ADDITIONAL  SHARES   UNISSUED  COMPRE-            HOLDERS'
                                                                           PAID IN  SUBSCRIBED   AND     HENSIVE ACCUMULATED EQUITY
                                          SHARES  AMOUNT  SHARES    AMOUNT  CAPITAL  UNISSUED RECEIVABLE  INCOME   DEFICIT (DEFICIT)
                                          -------------- --------------------------  -------- ---------  -------- --------- --------
<S>                                         <C>  <C>     <C>       <C>     <C>       <C>      <C>        <C>      <C>       <C>
BALANCE AT DECEMBER 31, 2001                --   $   --     3,348  $  169  $29,136   $  (712) $   (431)  $    --  $(26,522) $ 1,640

Shares cancelled                            --       --        --      --     (600)       --        --        --        --     (600)
Shares issued for settlement of debts       --       --       181       9       10        --        --        --        --       19
Shares issued for services                  --       --     4,297     192      489        --        --        --        --      681
Shares issued for salaries &
  reimbursement                             --       --     1,643      82      114        --        --        --        --      196
Subscribed shares unissued                  --       --         2      --        3       496        --        --        --      499
Exercised warrants & options                --       --       118       6       (6)       --        75        --        --       75
Shares issued for legal settlement          --       --       200      10        1        --        --        --        --       11
Stock options issued for
  compensation & services                   --       --                         75        --        --        --        --       75
Shares issued for prepaid expense           --       --     3,000       3       27        --       (30)       --        --       --
Net loss for the year                       --       --        --      --       --        --        --        --    (5,714)  (5,714)
                                          -------------- --------------------------  -------- ---------  -------- --------- --------
BALANCE AT DECEMBER 31, 2002                --       --    12,789     471   29,249      (216)     (386)       --   (32,236)  (3,118)

Shares issued for investment                --       --   115,103     115    2,135        --        --        --        --    2,250
Shares issued for settlement of debts       --       --    16,957      18      335        --        --        --        --      353
Shares issued for services                  --       --    10,283      11       89        --        --        --        --      100
Subscribed shares unissued                  --       --     9,400       9      199     1,093    (2,236)       --        --     (935)
Amortization of prepaid expense                                                                     30                           30
Exercised warrants & options                --       --    12,910      13       43        --        --        --        --       56
Stock options issued for comp and
  services                                  --       --        --      --       29        --        --        --        --       29

Net loss for the year                       --       --        --      --       --        --        --        --    (3,536)  (3,536)
                                          -------------- --------------------------  -------- ---------  -------- --------- --------

BALANCE AT DECEMBER 31, 2003                --   $   --   177,442  $  637  $32,079   $   877  $ (2,592)  $    --  $(35,772) $(4,771)
                                          ============== ==========================  ======== =========  ======== ========= ========

                                          THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                                             THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>

                                                                31
<PAGE>

                              GREENLAND CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



(IN THOUSANDS)                                               2003         2002
                                                             ----         ----

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $(3,536)     $(5,714)
Adjustments to reconcile net loss to net cash used
   in operating activities:

Depreciation and amortization                                  181          482
Provision for doubtful accounts                                 10          258
Options issued for compensation & service                       29           75
Inventory obsolescence                                          --          146
Impairment of assets                                            --        2,513
Impairment of investment                                     1,047           --
Net gain on sale & disposal of asset                            --         (147)
Net loss on settlement of debt                                 107          484
Loss on termination of lease                                    --           65
Stock issued for services, prepaid & legal settlement          100          722
Stock issued for salaries & reimbursement                       --          196
(Increase) / decrease in current assets:
Accounts receivable                                         (1,755)          11
Inventory                                                       --           --
Prepaid Expense                                                 --           40
(Increase) decrease in other asset                            (396)          15
Increase / (decrease) in current liabilities:                3,682          826
                                                           --------     --------
Total Adjustments                                            3,005        5,686
                                                           --------     --------

Net cash used in operating activities                         (531)         (28)
                                                           --------     --------


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock                                    115           --
Proceeds from the exercise of warrants & options                56           --
Principal payments on capital leases                          (205)        (142)
(Payment)/Proceeds from note payable                           325          (59)
Proceeds from note payable-related party                       236          226
                                                           --------     --------

Net cash provided by financing activities                      527           25
                                                           --------     --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                              (4)          (3)


CASH AND CASH EQUIVALENTS,
   BEGINNING BALANCE                                             4            7
                                                           --------     --------


CASH & CASH EQUIVALENTS,
   ENDING BALANCE                                          $    --      $     4
                                                           ========     ========

SUPPLEMENTAL INFORMATION:
Cash paid for interest                                     $    39      $    20
                                                           ========     ========

Cash paid for income tax                                   $    --      $    --
                                                           ========     ========

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.


                                       32
<PAGE>


                              GREENLAND CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  DESCRIPTION OF BUSINESS AND SEGMENTS

Greenland Corporation was formed on July 17, 1986 and was in the development
stage until September 1994, when it acquired Gam Properties, Inc. Upon the
disposition of the subsidiary at December 31, 1997, Greenland Corporation
reentered the development stage and was in the development stage until the third
quarter of 1999. Greenland Corporation is engaged in the production,
distribution, servicing and marketing of advanced automatic check cashing
machines similar to bank ATMs through its wholly owned subsidiary Check Central,
Inc. (collectively, the Company). The Company markets and sells its products
throughout the United States and grants unsecured credit to its customers.
During the year 2001, the management of the Company determined that its efforts
to develop, produce, and successfully market and support its MAXcash ABM system
may be beyond the scope of its currently available resources. On April 2, 2001,
the Company announced that it was temporarily suspending its Check Central
subsidiary check cashing operations until such time as the integration of the
Company's Check Central software with the MAXcash operating system was complete,
in order to minimize its check cashing risk, reduce operating losses, and to
conserve capital. The Company has elected to resume sales of the MAXcash ABM
machine without back office software support to prospective customers that elect
to undertake the risks of check cashing and payroll advances. On January 14,
2003, the Company completed its sale of 19,183,390 shares of common stock, which
represent sixty percent (60%) of the issued and outstanding shares of the
Company, to Imaging Technologies Corporation ("ITEC"). Additionally, the Company
sold warrants to purchase 95,319,510 shares of the Company's common stock to
ITEC, which would represent an additional thirty percent (30%) of the issued and
outstanding shares of the Company. The sale price for the shares and the
exercise of the warrants was $2,250,000 in the form of a promissory note
convertible into shares of common stock of ITEC, the number of which would be
determined by a formula applied to the market price of the shares at the time
that the promissory note is converted. The Company issued 124,302,900 shares of
common stock for services and for the sale mentioned above and for shareholders
who exercised their warrants.

Subsequent to December 31, 2003, the Company entered into an agreement with ITEC
on February 11, 2004 whereby the Company agreed to cancel or return a
Convertible Promissory Note issued by ITEC to the Company in the amount of
$2,250,000 and cancel an existing inter-company transfer debt of ITEC to the
Company of approximately $1,300,000 and ITEC agreed to return all but 19,183,390
shares of the Company common stock received in connection with their purchase of
the Company stock (note 27).

On March 18, 2003, the Company entered into a purchase agreement with ExpertHR
Oklahoma, Inc., newly formed corporation, to acquire all the issued and
outstanding stock of ExpertHR Oklahoma, Inc. effective April 1, 2003. The number
of shares of Preferred Stock and the face value of each share shall reflect the
purchase price paid by the Company, which shall be an amount equal to one and
one-half times gross profit of ExpertHR Oklahoma Inc.'s operations for the
quarter ending June 30, 2003 multiplied by four as stated in an audit report to
be performed (the "Purchase Price"). On the purchase, the Company recorded
covenants not to compete for five years valued at $920,613 (note 13).

On March 1 ,2003, the Company entered into a Agreement and Assignment of Rights
to acquire all right title and interest in and to the rights and benefits
arising under or out of personal staffing agreements (the "Accounts") with the
existing clients of Staff Pro Leasing, Inc and Staff Pro Leasing 2, both
Michigan corporations ("Staff Pro"). The purchase price, subject to adjustment,
is Two Hundred Sixty Nine Thousand Four Hundred Eighty Three Dollars
($269,483.00) payable as follows: (i) Payment of $22,457.50 not later than March
18, 2003 (the "First Payment"); (ii) payment of $22,457.50 within 30 days of the
First Payment (the "Second Payment"); (iii) monthly payments of $8,940.37 per
month commencing 30 days after the Second Payment and continuing for 24 months;
(iv) one million restricted shares of ITEC. The Adjustment: The Purchase Price
is based on representations by Staff Pro that the Accounts constitute a revenue
base of $11,065,832 (the "Revenue Base"). In the event, either prior to or
during the 24 month payment period, there is a reduction in the Revenue Base,
the Purchase price will be reduced proportionately to said reduction of the
Revenue Base. Provided, however, if during the first 90 days after the effective
date of the Agreement, Staff Pro causes any existing client to execute a new
client agreement with the Company on terms and conditions satisfactory to the
Company, then that client shall be excluded from the revenue base calculation.

                                       33
<PAGE>

On February 16, 2003, the Company entered into an Agreement and Assignment of
Rights to acquire all right, title, and interest in and to the rights and
benefits arising under or out of PEO service agreements (the "Accounts") with
certain existing clients of Accord Human Resources, Inc, an Oklahoma corporation
("Accord"). The Purchase Price is calculated on a commission basis as follows:
Greenland shall pay Accord an amount ("Accord Commission") equal to (25%)
twenty-five percent of Gross Profits generated during a three (3) year period
(the "Commission Period") beginning on the later to occur of February 1, 2003,
or the date of Greenland's first payroll covering Existing Clients.

The Company's strategy in PEO industry is to grow through both internal sales
and acquisitions. and The Company achieved gross revenue of $26 million in PEO
markets in 2003.

NOTE 2.     PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
Greenland Corporation (parent) and its wholly owned subsidiary Check Central,
Inc, and Expert HR, Inc, collectively referred to as the "Company". All
significant intercompany transactions and accounts have been eliminated in
consolidation.

NOTE 3.     SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

CASH AND CASH EQUIVALENTS

The Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

ACCOUNTS RECEIVABLE

In determining the allowance to be maintained, the management evaluates many
factors including industry and historical loss experience. The allowance for
doubtful accounts is maintained at an amount management deems adequate to cover
estimated losses. The allowance for doubtful accounts amounted to $436,284 as of
December 31, 2003.

INVENTORIES

Inventories comprised of parts were stated at lower of cost, first-in first-out
basis, or market. Provision for potentially obsolete or slow-moving inventory
was made at 100% of inventory, amounting to $292,819in 2002.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation is computed using the
straight-line method over useful lives of 1.5 to 7 years. The cost of assets
sold or retired and the related amounts of accumulated depreciation are removed
from the accounts in the year of disposal. Any resulting gain or loss is
reflected in current operations. Assets held under capital leases are recorded
at the lesser of the present value of the future minimum lease payments or the
fair value of the leased property. Expenditures for maintenance and repairs are
charged to operations as incurred.

CAPITALIZATION OF INTERNAL-USE SOFTWARE COSTS

In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants (ASEC of AICPA) issued Statement of
position (SOP) No. 98-1, "Accounting for the costs of computer software
developed or obtained for internal use", effective for fiscal years beginning
after December 15, 1998. SOP N0. 98-1 requires that certain costs of computer
software developed or obtained for internal use be capitalized and amortized
over the useful life of the related software. This is in compliance with the
accounting requirements of SOP NO. 98-1. Capitalized software had been amortized
over a period of 5 years using the straight-line method. The unamortized portion
of software costs were written off in 2002 as the management determined this
being impaired.

                                       34
<PAGE>

IMPAIRMENT OF LONG-LIVED ASSETS

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations for a Disposal of a Segment of a
Business." The Company periodically evaluates the carrying value of long-lived
assets to be held and used in accordance with SFAS 144. SFAS 144 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts. In
that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal.

Management evaluated its long-term and intangible assets for impairment and
impairment loss of $1 million was recognized for intangible assets during the
year ended December 31, 2003..

STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation plans under Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). SFAS No. 123 prescribes accounting and reporting
standards for all stock-based compensation plans, including employee stock
options, restricted stock, employee stock purchase plans and stock appreciation
rights. SFAS No. 123 requires compensation expense to be recorded (i) using the
new fair value method or (ii) using the existing accounting rules prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for stock issued to
employees" (APB 25) and related interpretations with pro forma disclosure of
what net income and earnings per share would have been had the Company adopted
the new fair value method. The company uses the intrinsic value method
prescribed by APB25 and has opted for the disclosure provisions of SFAS No.123.

REVENUE RECOGNITION

The Company recognizes its revenues associated with its PEO business pursuant to
EITF 99-19 "Reporting Revenue Gross as a Principal versus Net as an Agent."
Previously, the Company reported its worksite employees as a component of direct
costs. After discussions with the Securities and Exchange Commission staff, the
Company has changed its presentation of revenues from the gross method to an
approach that presents its revenues net of worksite employee payroll costs (net
method) primarily because the Company is not generally responsible for the
output and quality of work performed by the worksite employees.

In determining the pricing of the markup component of the gross billings, the
Company takes into consideration its estimates of the costs directly associated
with its worksite employees, including payroll taxes, benefits and workers'
compensation costs, plus an acceptable gross profit margin. As a result, the
Company's operating results are significantly impacted by the Company's ability
to accurately estimate, control and manage its direct costs relative to the
revenues derived from the markup component of the Company's gross billings.

To conform to the net method, the Company netted worksite employee payroll costs
of $25 million for the year ended December 31, 2003 from gross billings of $26.5
million.

ADVERTISING

Expenditures for advertising and sales promotion are charged to expense as
incurred. Advertising costs for the years ended December 31, 2003 and 2002 were
$145 and $0 thousand, respectively.

INCOME TAXES

Deferred income tax assets and liabilities are computed annually for differences
between the financial statements and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted laws
and rates applicable to the periods in which the differences are expected to
affect taxable income (loss). Valuation allowance is established when necessary
to reduce deferred tax assets to the amount expected to be realized.

                                       35
<PAGE>

SHARES ISSUED TO ACQUIRE GOODS AND SERVICES FROM NON-EMPLOYEES

The Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
measurable.

RESEARCH AND DEVELOPMENT COSTS

Expenditures for research & development are expensed as incurred. Such costs are
required to be expensed until the point that technological feasibility is
established. The period between achieving technological feasibility and the
general availability of such development is short. Consequently, costs otherwise
capitalizable after technological feasibility is achieved are generally expensed
because they are insignificant. The Company did not incur any research and
development cost during the year ended December 31, 2003 and 2002.

BASIC AND DILUTED NET LOSS PER SHARE

Net loss per share is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per
share for all periods presented has been restated to reflect the adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of common shares outstanding. Diluted net loss per share is based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised. Dilution is computed by applying the treasury stock method. Under
this method, options and warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds obtained
thereby were used to purchase common stock at the average market price during
the period.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial instruments, requires that the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.

COMPREHENSIVE INCOME

Statement of financial accounting standards No. 130, Reporting comprehensive
income (SFAS No. 130), establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity, except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No. 130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in
financial statements that are displayed with the same prominence as other
financial statements. At December 31, 2003 and 2002, the Company did not have an
accumulated comprehensive amount in the balance sheet.

REPORTING SEGMENTS

Statement of financial accounting standards No. 131, Disclosures about segments
of an enterprise and related information (SFAS No. 131), which superceded
statement of financial accounting standards No. 14, Financial reporting for
segments of a business enterprise, establishes standards for the way that public
enterprises report information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial statements regarding products and services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performances. The Company
allocates resources and assesses the performance of its sales activities in two
segment, (1) PEO services and (2) the sale and distribution of automatic check
cashing machines.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                                       36
<PAGE>

RECLASSIFICATIONS

Certain reclassifications were made to the 2002 financial statements to confirm
to the 2003 presentation.

NOTE 4.     RECENT PRONOUNCEMENTS

On April 30, 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment
of Statement 133 on Derivative Instruments and Hedging Activities. FAS 149
amends and clarifies the accounting guidance on (1) derivative instruments
(including certain derivative instruments embedded in other contracts) and (2)
hedging activities that fall within the scope of FASB Statement No. 133 (FAS
133), Accounting for Derivative Instruments and Hedging Activities. FAS 149 also
amends certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or that
contain embedded derivatives that warrant separate accounting. FAS 149 is
effective (1) for contracts entered into or modified after June 30, 2003, with
certain exceptions, and (2) for hedging relationships designated after June 30,
2003. The guidance is to be applied prospectively. The adoption of SFAS No. 149
does not have a material impact on the Company's financial position or results
of operations or cash flows.

On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 150 (FAS 150), ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH
CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. FAS 150 changes the accounting
for certain financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity, by now requiring those instruments
to be classified as liabilities (or assets in some circumstances) in the
statement of financial position. Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement alternatives. FAS 150 affects an
entity's classification of the following freestanding instruments: a)
Mandatorily redeemable instruments b) Financial instruments to repurchase an
entity's own equity instruments c) Financial instruments embodying obligations
that the issuer must or could choose to settle by issuing a variable number of
its shares or other equity instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments d) FAS 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. For private companies, mandatorily
redeemable financial instruments are subject to the provisions of FAS 150 for
the fiscal period beginning after December 15, 2003. The adoption of SFAS No.
150 does not have a material impact on the Company's financial position or
results of operations or cash flows..

In December 2003, the Financial Accounting Standards Board (FASB) issued a
revised Interpretation No. 46, "Consolidation of Variable Interest Entities"
(FIN 46R). FIN 46R addresses consolidation by business enterprises of variable
interest entities and significantly changes the consolidation application of
consolidation policies to variable interest entities and, thus improves
comparability between enterprises engaged in similar activities when those
activities are conducted through variable interest entities. The Company does
not hold any variable interest entities.


NOTE 5.     GOING CONCERN UNCERTAINTY

As shown in the accompanying condensed consolidated financial statements, the
Company has suffered recurring losses from operations, has a net working capital
deficiency of approximately $5 million and an accumulated deficit of $35.8
million as of December 31, 2003, including losses of $3.5 million and $5.7
million for the years ended December 31, 2003 and 2002, respectively. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. The Company's need for working capital is a key
issue for management and necessary for the Company to meet its goals and
objectives. The Company continues to meet its obligations and pursue additional
capitalization opportunities. There is no assurance, however, that the Company
will be successful in meeting its goals and objectives in the future.

In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheet is dependent upon continued operations of the Company, which in turn is
dependent upon the Company's ability to raise additional capital, obtain
financing and to succeed in its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

                                       37
<PAGE>

On January 14, 2003, the Company completed its sale of 19,183,390 shares of
Greenland common stock, which represent sixty percent (60%) of the issued and
outstanding shares of the Company, to Imaging Technologies Corporation ("ITEC").
Additionally, the Company sold warrants to purchase 95,319,510 shares of the
Company's common stock to ITEC, which will represent an additional thirty
percent (30%) of the issued and outstanding shares of the Company. The sale
price for the shares and the exercise of the warrants was $2,250,000 in the form
of a promissory note convertible into shares of common stock of ITEC, the number
of which will be determined by a formula applied to the market price of the
shares at the time that the promissory note is converted. (see note 27)

NOTE 6.     CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations of
credit risk are cash and accounts receivable. The Company places its cash with
financial institutions deemed by management to be of high credit quality. The
amount on deposit in any one institution that exceeds federally insured limits
is subject to credit risk.


NOTE 7.     INVENTORIES

Inventories at December 31, 2003 were as follows:

                                         (IN THOUSANDS)

         Raw materials                      $   293
         Work-in-progress                       -0-
         Finished goods                         -0-
                                            --------
                                                293
         Less allowance for obsolescence       (293)
                                            --------

                                            $     0
                                            ========

Inventories are stated at lower of cost, first-in first-out basis or market.
Provision for potentially obsolete or slow moving inventory was made at 100% in
2002 since the Company did not have any operation since March 2001.


NOTE 8.     ACCOUNTS RECEIVABLE

In determining the allowance to be maintained, management evaluates many factors
including industry and historical loss experience. The allowance for doubtful
accounts is maintained at an amount management deems adequate to cover estimated
losses. The Company provided allowance for doubtful accounts for $ 436,285 to
cover estimated losses. Included in this allowance was CardPlus International,
Inc. The Company entered into an agreement with CardPlus International, Inc.,
the nation's only certified minority electronic payments processor. Pursuant to
the agreement CardPlus purchased six interactive check cashing Maxcash (TM)
Automated Banking Machine kiosks. These terminals are to be processed from
CardPlus' Denver Colorado electronic transaction and data processing center.
This transaction is the first purchase under the Company's ongoing strategy to
aggressively pursue sales of the Maxcash ABM to customers that have their own
processing capabilities. The Company has reserved 100% against the receivable
for allowance for bad debts given the probability of collection.

NOTE 9.     RECEIVABLE FROM RELATED PARTIES

This represents the receivable from ITEC, a major shareholder on December 31,
2003 (note 1) amounting $ 1.26 million. This Note is secured by shares of
Greenland Corporation issued to the Payor, pursuant to that certain Security
Agreement of even date herewith between Holders and Payor (the "Security
Agreement").The Principal Sum due two (2) years from the Closing, convertible
into ITEC common stock at the average of the closing prices for the ten (10)
trading days immediately preceding the date of the notice of conversion
delivered by Holder to Payor or convertible into shares and/or other equity in
any successor to Payor and/or Holder or its successor at the option of Holder.
Principal and all accrued and unpaid interest under this Note shall be due and
payable on January 8, 2005. Interest on the outstanding Principal Sum of this
Note shall accrue at the rate of eight percent (8%) per annum on the basis of a
360-day year, for the number of actual days elapsed from January 7, 2003 until
the entire Principal Sum is paid in full.

                                       38
<PAGE>

NOTE 10.    OTHER RECEIVABLES

This amount includes receivable of $150 thousand from a director of ITEC and
interest receivable of $179 thousand from ITEC.


NOTE 11.    PROPERTY AND EQUIPMENT

Net property and equipment at December 31, 2003 was as follows:

         (IN THOUSANDS)

         Computers and equipment                         $  185
         Furniture & equipment under capital leases         236
         Demonstration equipment                            127
         Furniture and fixtures                              64
                                                         -------
                                                            612

         Accumulated depreciation & amortization
            (Including accumulated depreciation of
            $513,309 on leased assets and impairment)      (535)
                                                         -------

                                                         $   77
                                                         =======

Depreciation expense, including capital lease assets, for the years ended
December 31, 2003 and 2002 were $145 thousand and $145 thousand, respectively.

The Company wrote off the net book balance of equipment related to check cashing
operations as of December 31, 2002 amounting $300 thousand as impairment of
asset.

NOTE 12.    INVESTMENT

On September 28, 2001 the Company purchased 100,000 shares of common stock,
representing five percent of the issued and outstanding shares of common stock,
of ZZYZX Peripherals, Inc (the "ZZYZX Shares"). The Company acquired the ZZYZX
Shares for 60 shares of Class A Convertible Preferred shares of the Company (the
"Company Shares"). The investment was carried at a cost of $600,000 determined
by fair value of the Class A Convertible Preferred Stock issued and exchanged.
Investment is adjusted for decline in fair value that is other than temporary.
The Company's investments in marketable equity securities were being held for an
indefinite period and, in accordance with the Financial Accounting Standards
Board's Statement 115 (FASB 115), were classified as available for sale. Mr.
Gene Cross, a Director and shareholder of Greenland, was also a Director and
shareholder of ZZYZX. Of the ZZYZX Shares purchased by Greenland, Mr. Cross
owned 20,000 shares. Mr. Frank Kavanaugh, a Director and shareholder of ZZYZX,
controlled DK Capital and Bet Trust and was a shareholder of Greenland
Corporation. Of the ZZYZX Shares purchased by Greenland, DK Capital and Bet
Trust together owned 40,000 shares.

At December 31, 2001, the Company determined the fair value of the investment at
$450,000 based upon market value of the investment. The Company charged $150,000
to earnings in 2001 as other than temporary impairment of the investment. On
June 10, 2002, this purchase agreement was rescinded and both parties returned
the shares received upon purchase. The Company reversed $150,000 charged in 2001
as a gain on disposal of investment in the year ended December 31, 2002.

                                       39
<PAGE>

NOTE 13.    INTANGIBLE ASSETS

On March 1, 2003, the Company entered into an Agreement and Assignment of Rights
to acquire all right title and interest in and to the rights and benefits
arising under or out of personal staffing agreements (the "Accounts") with the
existing clients of Staff Pro Leasing, Inc and Staff Pro Leasing 2, both
Michigan corporations ("Staff Pro"). The purchase price is $254,709 payable as
follows: (i) Payment of $22,457.50 March 18, 2003 (the "First Payment"); (ii)
payment of $22,457.50 within 30 days of the First Payment (the "Second
Payment"); (iii) monthly payments of $8,940.37 per month commencing 30 days
after the Second Payment and continuing for 24 months; (iv) one million
restricted shares of ITEC. The Purchase Price is based on estimation that the
Accounts constitute a revenue base of $11,065,832 (the "Revenue Base"). The
Company allocated purchase price to client lists. In the event, either prior to
or during the 24 month payment period, there is a reduction in the Revenue Base,
the Purchase price will be reduced proportionately to said reduction of the
Revenue Base. Provided, however, if during the first 90 days after the effective
date of the Agreement, Staff Pro causes any existing client to execute a new
client agreement with the Company on terms and conditions satisfactory to the
Company, then that client shall be excluded from the revenue base calculation.
Management evaluated the client list for impairment and wrote off the balance of
investment, based upon the fair market value of similar assets, in the amount of
$209,796 as of December 31, 2003.

On March 18, 2003, the Company entered into a purchase agreement with ExpertHR
Oklahoma, Inc. to acquire all the issued and outstanding stock of ExpertHR
Oklahoma effective April 1, 2003. The number of shares of Preferred Stock and
the face value of each share shall reflect the purchase price paid by the
Company, which shall be an amount equal to one and one-half times gross profit
of ExpertHR Oklahoma Inc.'s operations for the quarter ending June 30, 2003
multiplied by four (the "Purchase Price"). The Company recorded covenants not to
compete, amortizable overfive years and valued at $920,613. Management evaluated
its intangible assets for impairment and wrote off the balance of investment,
based upon the fair market value of similar assets, in the amount of $797,864 as
of December 31, 2003.


NOTE 14. ACCRUED EXPENSES

Accrued expenses at December 31, 2003 are as follows:

        (IN THOUSANDS)

        Accrued expenses                               $   503
        Customer deposits                                    3
        Customer prepaid communication costs                27
                                                       --------
                                                       $   533
                                                       ========

NOTE 15.    CAPITAL LEASES

During 2000, the Company obtained financing for certain furniture and equipment
through leases with interest rates ranging from 15.68% through 25.47%. Future
minimum lease payments under the capital leases for the years ending December 31
are as follows:

        (IN THOUSANDS)

             2004                                      $ 362
             2005                                          4
                                                       ------
        Total minimum lease payments                     366
        Less current portion                            (362)
                                                       ------
        Long term portion                              $   4
                                                       ======

                                       40
<PAGE>

NOTE 16.    NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties at December 31, 2003 were as follows:

<TABLE>
<CAPTION>
         (IN THOUSANDS)
         <S>                                                                     <C>
         Note payable to a stockholder of the Company. Interest at 8%.
         Principal August 6, 2005.  Interest expense as of December 31, 2003
         is $ 5,797                                                              $    164

         Note payable to a stockholder and officer of the Company.
         Interest at 8%.  Principal due at various dates through January
         2004.  Interest expense as of December 31, 2003 is $11,166.                  111
                                                                                 ---------

                                                                                 $    275
                                                                                 =========

The Company repaid notes payable during the year ended December 31, 2003 to
related parties of $33 thousand through the issuance of stock.

The total interest expense on these notes for the year ended December 31, 2003
was $17 thousand.


NOTE 17.      NOTES PAYABLE

Notes payable at December 31, 2003 were as follows:

         (IN THOUSANDS)

         Note payable to an unrelated party, with interest at 10%.  Due through
         the payment of commissions earned through March 9, 2001.                $  320

         Note payable to an unrelated party, with interest at 5.75%. Due
         through the principal and interest payment  March 31, 2004.                 61

         Note payable to an unrelated party, with interest at 7.5%. Due through
         the principal and interest payment February 29, 2004.                       65

         Note payable related to acquisition of client services contracts from
         A third party with interest at 6%, payable through May 2005.               162
                                                                                 -------

                                                                                 $  608
                                                                                 =======
</TABLE>

NOTE 18.      STOCKHOLDERS' EQUITY

CONVERTIBLE PREFERRED STOCK

The Company is authorized to issue 10,000 shares of Class A convertible
preferred stock with a face value of ten thousand Dollars ($10,000) and a par
value of $.001 per share.

The Company is authorized to issue 10,000 shares of Class B convertible
preferred stock with a face value and with a par value to be determined at the
discretion of the Board of directors.

                                       41
<PAGE>

The Company has no convertible preferred stock outstanding through December 31,
2003.

COMMON STOCK SPLIT

The Company implemented the 50-to-1 reverse stock split on October 29, 2002. All
shares have been stated to affect this reverse stock split.

COMMON STOCK ISSUED

The Company issued 10.3 million and 4.3 million shares of its common stock for
consulting services during the years ended December 31, 2003 and 2002,
respectively. The Company has recognized expenses for such consulting services
in the amount of $100 thousand and $681 thousand in 2003 and 2002, respectively.

The Company issued 17 million and 181 thousand shares of common stock during the
years ended December 31, 2003 and 2002 in settlement of debts totaling $353
thousand and $19 thousand, respectively. The Company issued 115 million shares
of common stock for a promissory note amounting $2.25 million convertible to
common stock of ITEC per sales agreement with ITEC (note 5)

In 2002, the Company issued 1.6 million shares of common stock for salaries and
employee reimbursement totaling $196 thousand.

In 2002, the Company issued 200 thousand shares of common stock for legal
settlement amounting $11 thousand.

ISSUANCE OF SHARES FOR SERVICE

The Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
measurable.


SUBSCRIBED SHARES UNISSUED

During 2002, the Company had $216 thousand for unissued shares of exercised
warrant. This amount was increased to $877 thousand in 2003. These amounts from
the unissued shares are carried in the accompanying consolidated statement of
stockholders equity.

WARRANTS ISSUED

The Company issued warrants to purchase 77 thousand shares in the year ended
December 31, 2002 in conjunction with notes and for other services. The Company
has outstanding warrant of 71 thousand shares as of December 31, 2003.

COMMON STOCK OPTION PLAN

During 1999, the Company adopted a stock option plan covering both incentive and
non-qualified stock options for employees, directors and consultants. The
Company's stockholders have authorized a total of 15 million common shares to be
available for grant under the plan. The plan allows for incentive options with
exercise prices of at least 100% of the fair market value of the Company's
common stock. However, 10% or greater shareholders may not be granted options
with exercise prices below 110% of the fair market value of the Company's common
stock.

The Company accounts for stock based compensation under Statement of Financial
Accounting Standards No. 123 ("SFAS 123"). SFAS 123 defines a fair value based
method of accounting for stock based compensation. However, SFAS 123 allows an
entity to continue to measure compensation cost related to stock and stock
options issued to employees using the intrinsic method of accounting prescribed
by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees". Entities electing to remain with the accounting method of
APB 25 must make pro forma disclosures of net income and earnings per share, as
if the fair value method of accounting defined in SFAS 123 had been applied. The
Company has elected to account for its stock based compensation to employees
under APB 25.

                                       42
<PAGE>

In 2003 and 2002, the Company issued non-qualified options to employees and
directors to purchase 22.7 and 14.1 million shares with a weighted average
exercise price of $0.01 and $0.0035 and recorded $0 and $92 thousand of
expenses, respectively. In addition, in 2003 the Company issued non-qualified
options to consultants to purchase 4,000,000 shares with a weighted average
exercise price of $0.0035. The Company recognized an expense in 2003 of $43,000
related to the issuance of these options.

Pro forma information regarding net income and earnings per share is required by
SFAS 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of SFAS 123. The fair value
for these options was estimated at the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions for the
years ended December 31, 2003 and 2002: risk free interest rate of 3.5% and
3.5%; dividend yield of 0%and 0%; expected lives of the options of 5 years; and
volatility of 211% and 209%.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its stock options.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. Adjustments are made
for options forfeited prior to vesting. The effects on compensation expense and
net income had compensation costs for the Company's stock option plans been
determined based on a fair value at the date of grant consistent with the
provisions of SFAS 123, for the years ended December 31, 2003 and 2002 are as
follows:

(IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                          2003             2002
                                                          ----             ----

Net Loss                                            $   (3,536)      $   (5,714)
Compensation recognized under APB 25                          -                -
Compensation recognized under SFAS 123                    (201)             (47)
Net loss, pro forma                                     (3,737)          (5,761)

Basic and diluted loss per common share
As reported                                              (0.02)           (0.87)
Pro forma                                                (0.02)           (0.87)

The following summary presents the incentive and non-qualified options under the
plan granted, exercised, expired and outstanding at December 31, 2003 and 2002:

                                                         WEIGHTED AVERAGE
                                                    NUMBER OF          EXERCISE
                                                      SHARES             PRICE
                                                      ------             -----
                                                  (IN THOUSANDS)

Outstanding at January 1, 2002                          1,256           $  1.73
    Granted                                            14,100              0.01
    Exercised                                            (112)             0.92
    Expired                                              (421)             0.75
                                                      --------          --------
Outstanding at December 31, 2002                       14,823           $  0.08
                                                      --------          --------
    Granted in 2003                                    26,700              0.01
    Exercised                                         (12,913)             0.00
    Expired                                               (20)             0.80
                                                      --------          --------
Outstanding at December 31, 2003                       28,590           $  0.06
                                                      ========          ========
Options exercisable at Dec. 31, 2003                   28,530           $  0.06
                                                      ========          ========

                                       43
<PAGE>

The weighted average remaining contractual life of options outstanding issued
under the stock option plan is 9.15 years at December 31, 2003. The exercise
price for the options outstanding under the Stock Option Plan at December 31,
2003 were as follows:

     EXERCISE PRICE           NUMBER OF OPTIONS
     --------------           -----------------
                                  (IN THOUSANDS)

        $ 0.0035                          6,800
         $0.01                           21,088
      $0.40-$0.80                           489
      $1.10-$4.00                           102
      $7.0 - $14.5                          111
                                        --------
                                         28,590
                                        ========

For options granted during the year ended December 31, 2003 where the exercise
price equaled the stock price at the date of the grant, the weighted-average
fair value of such options was $0.009 and the weighted-average exercise price of
such options was $0.01. For options granted during the year ended December 31,
2003 where the exercise price was less than the stock price at the date of the
grant, the weighted-average fair value of such options was $0.011 and the
weighted-average exercise price of such options was $0.0035. No options were
granted during the year ended December 31, 2003, where the exercise price was
greater than the stock price at the date of grant.

WARRANTS

The following summary presents warrants sold, exercised, expired and outstanding
at December 31, 2003 and 2002:

                                                          WEIGHTED AVERAGE
                                                       NUMBER OF     EXERCISE
                                                        WARRANTS      PRICE
                                                        --------      -----
                                                     (IN THOUSANDS)

Outstanding at January 1, 2002                             313       $ 66.50
    Issued                                                  --         --
    Exercised                                               --         --
    Expired                                                236         61.30
                                                          -----      -------
Outstanding at December 31, 2002                            77          7.97
                                                          -----      -------
    Issued in 2003                                          --         --
    Exercised                                               --         --
    Expired                                                 (6)        61.25
Outstanding at December 31, 2003                            71       $  8.13
                                                          =====      =======
Warrants exercisable at December 31, 2003                   71       $  8.13
                                                          =====      =======

The weighted average remaining contractual life of options outstanding issued
under the stock option plan is 0.07 years at December 31, 2003. The exercise
price for the options outstanding under the Stock Option Plan at December 31,
2003 were as follows:

     EXERCISE PRICE            NUMBER OF OPTIONS
     --------------            -----------------
                                  (IN THOUSANDS)

         $2.50                               10
         $5.00                               13
         $7.50                               14
         $10.00                              17
         $12.5                               17
                                             --
                                             71
                                             ==

                                       44
<PAGE>

NOTE 19.      PROVISION FOR INCOME TAXES

No provision was made for Federal income tax since the Company has significant
net operating loss carryforwards. Through December 31, 2003, the Company
incurred aggregate net operating losses for tax purposes of approximately
$28,214 thousand. Difference between financial statement and tax losses consist
primarily of depreciation, which was not significant and write off of
intangibles amounting $1,047 thousand in 2003. The net operating loss
carryforwards may be used to reduce taxable income through the year 2023. Net
operating loss for carryforwards for the State of California are generally
available to reduce taxable income through the year 2008. The availability of
the Company's net operating loss carryforwards are subject to limitation if
there is a 50% or more positive change in the ownership of the Company's stock.
The provision for income taxes consists of the state minimum tax imposed on
corporations.

The following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Consolidated
Statements of Operations:

                                                      December 31, December 31,
                                                         2003         2002
                                                         ----         ----
Tax expense (credit) at statutory rate-federal           (34)%        (34)%
State tax expense net of federal tax                      (6)          (6)
Permanent differences                                      3            2
Changes in valuation allowance                            37           38
                                                         ----         ----
Tax expense at actual rate                                --           --
                                                         ====         ====

The net deferred tax asset balance as of December 31, 2003 was approximately
$12,521 thousand relating to its net operating losses. Change in deferred tax
from last year was $995 thousand. A 100% valuation allowance has been
established against the deferred tax assets, as the utilization of the loss
carryforwards cannot reasonably be assured.


NOTE 20.      EARNINGS PER SHARE

Basic and diluted net loss per share for the year ended December 31, 2003 and
2002 were determined by dividing net loss for the periods by the weighted
average number of both basic and diluted shares of common stock and common stock
equivalents outstanding.

The following is a reconciliation of the weighted average number of shares used
to compute basic and diluted earnings per share (in thousands, except for per
share data):

<TABLE>
<CAPTION>
                                                                      2003            2002
                                                                      ----            ----
<S>                                                               <C>             <C>
Numerators for basic and diluted earnings per share -
     Net loss                                                        (3,536)         (5,714)
Denominator for basic and diluted loss per share
     Adjusted weighted-average shares and assumed conversions        197,436           6,634

Basic earnings (loss) per share:
     Net loss                                                     $   (0.02)      $   (0.86)
                                                                  ==========      ==========

Diluted earnings (loss) per share:
     Net loss                                                     $   (0.02)      $   (0.86)
                                                                  ==========      ==========
</TABLE>

Outstanding options and warrants were not included in the computation of diluted
EPS because the effect of their exercise would be antidilutive.

                                       45
<PAGE>

NOTE 21.      SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION

The Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95.

The Company issued 10.3 million and 4.3 million shares of its common stock for
services during the years ended December 31, 2003 and 2002, respectively. The
Company has recognized expenses for such services in the amount of $100 thousand
and $681 thousand in 2003 and 2002, respectively.

The Company issued 17 million and 181 thousand shares of common stock during the
years ended December 31, 2003 and 2002 in settlement of debts totaling $353
thousand and $19 thousand, respectively.

The Company issued 115 million shares of common stock for a promissory note
amounting $2.25 million convertible to common stock of ITEC per sales agreement
with ITEC.

The Company issued 1.6 million shares of common stock for salaries and employee
reimbursement totaling $196 thousand in 2002.

In 2002, the Company issued 200 thousand shares of common stock for legal
settlement amounting $11 thousand.

In 2003 and 2002, the Company issued non-qualified options to employees and
directors to purchase 22.7 and 14.1 million shares with a weighted average
exercise price of $0.01 and $0.0035 and recorded $0 and $92 thousand of
expenses, respectively. In addition, in 2003 the Company issued non-qualified
options to consultants to purchase 4,000,000 shares with a weighted average
exercise price of $0.0035. The Company recognized an expense in 2003 of $43,000
related to the issuance of these options.

NOTE  22.     SEGMENTS AND MAJOR CUSTOMERS

The Company has two reportable segments consisting of (1) the sale and
distribution of automatic check cashing machines and (2) customer service and
fee income earned through check cashing transaction processing. The accounting
policies of the segments are the same as those described in the summary of
significant accounting policies. The Company evaluates performance based on
sales, gross profit margins and operating profit before income taxes.

The following is information for the Company's reportable segments for the year
ended December 31, 2003 (in thousands):

<TABLE>
<CAPTION>
                                                           ----------------------------------------------------
                                                                 PEO         Sales
                                                               Segment      Segment   Unallocated       Total
                                                           ----------------------------------------------------
         <S>                                                  <C>           <C>          <C>        <C>
         Revenue                                              $  5,953      $    -0-     $    -0-   $   5,953
         Gross margin                                            1,554           -0-          -0-       1,554
         Depreciation and amortization                              50          131           -0-         181
         Interest expense                                          113          106           -0-         219
         Other, net                                             (3,293)      (1,576)          -0-      (4,869)
         Loss from continuing operations before
            income taxes                                        (2,888)        (648)          -0-      (3,536)

         Identifiable assets                                     2,115          121           -0-       2,236
         Capital expenditures                                       41          -0-           -0-          41
</TABLE>

                                       46
<PAGE>

The following is information for the Company's reportable segments for the year
ended December 31, 2002 (in thousands):

<TABLE>
<CAPTION>
                                                           ----------------------------------------------------
                                                                   PEO        Sales
                                                               Segment      Segment   Unallocated       Total
                                                           ----------------------------------------------------
<S>                                                             <C>         <C>          <C>          <C>
         Revenue                                                $  -0-      $   -0-      $    -0-     $   -0-
         Gross margin                                              -0-          -0-           -0-         -0-
         Depreciation and amortization                             -0-          482           -0-         482
         Interest expense                                          -0-          117           -0-         117
         Other, net                                                -0-       (5,115)          -0-      (5,115)
         Loss from continuing operations before
            income taxes                                            -0-      (5,714)          -0-      (5,714)

         Identifiable assets                                       -0-          112           -0-         112
         Capital expenditures                                      -0-          -0-           -0-         -0-
</TABLE>

The above negative gross margins include fixed overhead costs for expenses such
as supervision, labor, amortization and depreciation, communications, and
facilities, as well as the direct costs to manufacture and service the automated
banking machines.

NOTE 23.      OPERATING LEASE

The Company had lease agreement for its office facilities under an operating
lease expiring September 14, 2005 with monthly payments of $6 thousand due at
the beginning of the month. In September 2002, the Company moved into a new
office space. The Company shares this office space with ITEC and does not pay
any rent. The unpaid rent through the lease term was accrued in the consolidated
financial statements.

NOTE 24.      REPURCHASE OF DISTRIBUTOR AGREEMENT

In June 2000, the Company repurchased the exclusive distribution rights to the
Master Distribution Agreement with SmartCash ATM, Ltd. (SmartCash). In
consideration, the Company agreed to loan SmartCash $200 thousand collateralized
by 333 thousand shares of Greenland Corporation common stock, release certain
restrictions on Company common stock held by SmartCash, issue warrants to
purchase 500 thousand shares of Company common stock, and continue to pay
commissions on sales of machines sold by certain sales representatives until the
earlier of March 2002, or said commissions equal $320 thousand. During December
2000, the Company fully reserved against the $200 thousand note receivable given
the probability of collection from SmartCash, and the decrease in the value of
the Company's collateral. During the fiscal year ended December 31, 2001, this
note was written off. In addition, the Company issued SmartCash a note payable
for $320 thousand that will be repaid through the payment of the commissions
noted above.

NOTE 25.      SOFTWARE DEVELOPMENT REVENUES

In anticipation of entering into a long term check cashing services agreement
with ACS Retail Solutions, Inc. (ACS), the Company entered into an Interim Work
and Assignment Agreement with ACS in June 2000. Under the terms of the Interim
Agreement the Company provided development services, and recorded $303 thousand
in revenues for those services in 2000. As a result of a dispute between
Greenland Corporation and Seren Systems, Inc. regarding ownership of the
software technology, the Company was unable to complete its obligation with
respect to this Agreement. As a result, the Company recorded an $84 thousand
reserve against the unpaid receivable balance in the year ended December 31,
2000. These services were accounted for on a percentage of completion basis.
There was no such revenue in the year ended December 31, 2003 and 2002.

NOTE 26.      LEGAL PROCEEDINGS

The Company, along with Seren Systems ("Seren"), its then current and primary
software developer and supplier for its own ABM terminals, was in the process of
completing development of the check cashing service interface to the Mosaic
Software host system being implemented to support a large network of V.com
terminals. In September 2000, Seren unilaterally halted testing and effectively
shut-down any further check cashing development for the V.com project. The
parties participating in this project may have been financially damaged, related
to the delay in performance by the Company and Seren. None of the parties have
brought suit against the Company and/or Seren at this time. There is no
assurance, however, that such suit(s) will not be brought in the future.

                                       47
<PAGE>

On May 23, 2001 the Company filed a Complaint in San Diego County naming Michael
Armani as the defendant. The Complaint alleges breach of contract by Michael
Armani in connection with two separate stock purchase agreements. The Company
seeks damages in the amount of $474,595. On August 7, 2001 the Company filed a
request for Entry of Default against Mr. Armani in the amount of $474,595 and
the court granted entry of default. Subsequently Mr. Armani filed a motion to
set aside the entry of default and on October 26, 2001 the court granted said
motion and the entry of default was set aside. The Company and Mr. Armani
participated in mediation and as a result entered into a settlement agreement
whereby Mr. Armani agreed to make certain cash payments to the Company and the
parties entered into mutual release of all claims. Mr. Armani defaulted in his
obligation to make the first cash payment and consequently, the Company obtained
a judgment against Mr. Armani for $100,000. The Company and Mr. Armani settled
for payment of $60,000 from Armani to the Company and the parties entered into
releases.

On May 23, 2001 Arthur Kazarian, Trustee for the General Wood Investment Trust
(the "Landlord") filed a Complaint in San Diego County naming Greenland
Corporation as a defendant. The Complaint alleges breach of contract pursuant to
the terms of the lease agreement between the Company and the Landlord for the
real property located at 1935 Avenida Del Oro, Oceanside, California and
previously occupied by the Company. The Complaint seeks damages in the amount of
approximately $500,000. Although the Company remains liable for the payments
remaining for the term of the lease, the Landlord has a duty to mitigate said
damages. The Company recorded a lease termination liability of $275 thousand
during the year ended December 31, 2001. The Company entered into a settlement
agreement with Arthur Kazarian, Trustee for the General Wood Investment Trust
(the "Landlord") where by the Company agreed to pay the sum of $220,000 to the
Landlord in installments payments of $20,000 in May 2002, $50,000 in October
2002 and the remaining balance in December 2002. In the event Greenland defaults
in any or all scheduled payments, the Landlord is entitled to a stipulated
judgment of approximately $275,000. The Company was unable to make the scheduled
payments and as a result, on July 8, 2002, the Landlord has entered a judgment
lien against the Company in the amount of $279,654.

The Company entered into an agreement with Intellicorp, Inc. ("Intellicorp")
whereby Intellicorp agreed to invest $3,000,000 in exchange for seats on the
board of directors and restricted shares of common stock of the Company. After
making the initial payment of $500,000, Intellicorp defaulted on the balance.
The Company is seeking a recovery of the unpaid $2,500,000. The defendant's
ability to pay is unknown. The Company had issued 46,153,848 shares of common
stock for the investment. The shares were returned back to the Company and were
cancelled. A default judgment was entered against defendant IntelliCorp,
IntelliGroup, and Isaac Chang. On May 16, 2003 the Court held a prove-up hearing
for proof of damages. On July 17, 2003, the court entered Judgment By Default By
Court and awarded the Company damages against IntelliCorp, IntelliGroup and
Isaac Chang in the amount of $3,900,000 including $1,000,000 in punitive
damages. Defendants time to appeal said damage award expired s on September 17,
2003. The Company is pursuing collection actions of said amount. There is no
assurance that the Company will be successful in its collection efforts.

On July 5, 2001 Max Farrow, a formal officer of the Company, filed a Complaint
in San Diego County naming Greenland Corporation, Thomas J. Beener,
Intelli-Group, Inc., Intelli-Group LLC and Intelli-Corp, Inc. as defendants. The
Complaint alleges breach of contract in connection with Mr. Farrow's resignation
as an officer and director of the Company in January 2001. The Company and Mr.
Thomas Beener, entered into a settlement agreement with Max Farrow whereby Mr.
Farrow agreed to release Mr. Beener from all claims, obligations etc., in
exchange for the issuance of 8 million restricted shares of Greenland
Corporation common stock. The good faith settlement was approved by the court
and the agreed upon consideration was delivered to Mr. Farrow. The Company
entered into a settlement with Farrow whereby the Company agreed to a judgment
of $125,000. However, the judgment will not be enforced until such time as
efforts to collect against IntelliCorp et al, have been exhausted. In the event
funds are collected from IntelliCorp. Mr. Farrow will receive the first $125,000
plus 50% of the next $200,000 collected. The Company will retain all amounts
collected thereafter.

Fund Recovery, a temporary staffing services filed a complaint against Greenland
Corporation alleging breach of contract. A summary judgment motion is pending.
The Company recorded the liability amount of $14 thousand in the consolidated
financial statements.

The case of Magnum Financial against Greenland Corporation for non-payment for
services was settled with a judgment against the Company of $12 thousand. The
Company recorded the liability in the consolidated financial statements.

                                       48
<PAGE>

The case of San Diego Wholesale Credit against Greenland Corporation was settled
for a total of $5 thousand. The Company recorded the liability in the
consolidated financial statements.

John Ellis has filed a demand for arbitration in San Diego County against the
Company seeking damages of approximately $70,000 for an alleged breach of
contract action. The suit as amended in 2003 includes an allegation of unfair
business practices.

John Ellis has filed an action in San Diego County against the Company seeking
damages of approximately $60,000 for an alleged breach of contract action.. In
response to the action filed in San Diego County, the Company filed a motion to
quash service and to compel arbitration.. The court granted the request of the
Company and directed Mr. Ellis to pursue his claims in arbitration. The Company
and Mr. Ellis unsucessfully participated in mediation in 2003. The Company
believes it has valid defenses to the allegations. The amount at issue was
recorded as a liability in the consolidated financial statements.

Subsequent to December 31, 2003, the Company entered into a settlement with Mr.
Ellis of all matters (note 27)

NKS Enterprises, Inc. commenced a legal action against the Company in San Diego
Superior Court in Vista California seeking damages in connection with the
purchase and operation of a MaxCash ABM. The case was settled in December 2002.
The maximum amount to be paid under the settlement is $100,000. In exchange,
Greenland will receive the MaxCash ABM sold to NKS Enterprises. The company was
unable to comply with terms of settlement and NKS has entered a judgment against
the company for $100,000. This amount was recorded as a liability in the
consolidated financial statements.

On July 30, 2003, the Company commenced a legal action against CardPlus
International, Inc., in Superior Court in San Diego California seeking damages
in connection with the sale of five MaxCash ABM's and the licensing of the
Company's CCBO back office processing software. The Company has filed a motion
in 2003 with the Court for a default judgment of approximately $500,000 against
CardPlus. CardPlus did not appear and a default was entered. The Company has not
yet sought a judgment against CardPlus as it presently is seeking to name the
officers of CardPlus as individual defendants.

The Company has been notified by Accord of Oklahoma that it is owed fees or
royalties. They have previously threatened litigation although any disputes
would have to be resolved via arbitration. It is management's intention to
settle this dispute rather than proceed to arbitration. The accrued fees are
included in the consolidated financial statements.

The Company's officers and directors are aware of no other threatened or pending
litigation, which would have a material, adverse effect on the Company. From
time to time the Company is a defendant (actual or threatened) in certain
lawsuits encountered in the ordinary course of its business, the resolution of
which, in the opinion of management, should not have a material adverse effect
on the Company's financial position results of operations, or cash flows.

NOTE 27.      SUBSEQUENT EVENTS

Subsequent to December 31, 2003, the Company entered into an agreement with
Imaging Technologies Corporation ("ITEC") on February 11, 2004 whereby the
Company agreed to cancel or return a Convertible Promissory Note issued by ITEC
to the Company in the amount of $2,250,000 and cancel an existing inter-company
transfer debt of ITEC to the Company of approximately $1,300,000 and ITEC agreed
to (i) return all but 19,183,390 shares of the Company common stock received in
connection with their purchase of the Company stock on January 2003 (including
shares received in connection with exercise of warrants) (ii) retain an addition
6,000,000 shares of the Company common stock in the name of ITEC but with proxy
rights to the Company for full voting authority and the right to the Company to
sell said shares and receive proceeds from said sale(s) (iii) grant the Company
all right title and interest in ITEC's rights to acquire any and all interest in
and to ePEO Link, Inc.and (iv) cause all members of the Company board of
directors who also serve on ITEC board to resign from the Company's board; Brian
Bonar, Eric Gaer, Richard Green and Robert Dietrich. As a result of this
transaction the Company's issued and outstanding shares were reduced to
88,000,000 and ITEC is no longer the controlling shareholder nor does ITEC board
members control the Company Board of Directors. During the period that ITEC
controlled the Company, management had significant disagreements with ITEC over
use of funds, including up-streaming of approximately $1,300,000, accounting
policies and failure to pay taxes and conflicts of interest by ITEC Board
members and legal counsel selected by ITEC.

                                       49
<PAGE>

Subsequent to December 31, Chairman of the Board of the Company;and three other
directors resigned as member's of the Company's Board of Directors. Secreatry of
the Company also resigned.

Subsequent to December 31, 2003, president of the Company was appointed Chairman
of the Board of the Company.

On March 2, 2004, the Company closed the office in Oklahoma.

On February 13, 2004 the Company entered into a transaction with ePEO, Link,
Inc., an Idaho based PEO., to acquire their client base of approximately
$33,000,000 and assume certain liabilities. In February the Department of
Insurance of the State of Idaho issued a temporary restraining order against
ePEO to prohibit the sale or transfer of any assets. The Company withdrew its
offer to purchase and is awaiting a decision from the Department of Insurance of
the State of Idaho regarding the transaction.

Subsequent to December 31, 2003, the Company entered into a settlement agreement
with John Ellis whereby Mr. Ellis dismissed all claims and granted the Company a
complete release in exchange for 1,000,000 shares of the Company common stock.

Subsequent to December 31, 2003, the Company issued 7,500,000 shares of common
stock for services. Subsequent to December 31, 2003, approximately 90 million
shares were returned by ITEC and cancelled by the Company.

Effective April 1, 2004, the Company entered into an agreement with KEBS, INC.,
a Pennsylvania based PEO whereby the Company acquired all right title and
interest in and to all the rights and benefits arising out of the Client Service
Agreements with the existing clients of KEBS. The purchase price of twenty
thousand dollars is paid, $10,000 at closing and the second $10,000, subject to
adjustment, is paid one year from closing. The second payment shall be adjusted
to increase or decrease depending on whether the administration fee during said
one year period is less than or greater than $25,000. The client base consists
of approximately 100 work-site employees with annual payroll of approximately
$900,000. The Company also entered into a Consulting Agreement with the
principal of KEBS for a term of ten months at $1,000 per month.

Subsequent to December 31, 2003, certain sales or management employees have left
their positions at the Company and it has been determined that during their
employment they may have interfered with and/or directed clients of the Company
to other competing companies and/or started their own competing business during
their employment.. Management has obtained outside counsel to evaluate these
circumstances and is prepared to take legal action against these individuals if
circumstances warrant.

Subsequent to December 31, 2003, the Company informed one of its counsel that he
had acted in a conflict of interest capacity by representing the Company and
various third parties whose interest were adverse to the Company, including
ITEC, Peter Benz, Bi-Costal Consulting without obtaining a waiver from the
Company. The Company has requested a copy of all filed from the counsel.

                                       50
<PAGE>


ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None





                                       51
<PAGE>

PART III.
--------------------------------------------------------------------------------

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS

         The directors and executive officers of Greenland, their ages and
positions with the Company as of December 31, 2003 are as follows:

<TABLE>
<CAPTION>
        NAME                        AGE      SINCE        DIRECTOR TITLE
        ----                        ---      -----        --------------
        <S>                         <C>      <C>          <C>
        Thomas Beener               54       1999         Director and Chief Executive Officer
        Brian Bonar                 56       2003         Chairman of the Board of Directors
        Richard H. Green            67       2003         Director
        Robert A. Dietrich          58       2003         Director
        Eric W. Gaer                55       2003         Director
        Gene Cross                  67       1998         Director
        George Godwin               67       1998         Director
</TABLE>

         Thomas Beener, has served as Chief Executive Officer since 2001. He
joined the Company in 1998 as General Counsel and Secretary; and became a
Director in January 1999. Mr. Beener has an extensive background in securities
law. He is a Corporate/Securities Attorney with experience in public company
counsel work, corporate, public offerings and private placements, securities
compliance, mergers and acquisitions, technology licensing agreements, and
broker/dealer compliance and operations. Mr. Beener founded, and for nine years
managed, an NASD Broker/Dealer firm and has served as in-house counsel and
corporate secretary to a NASDAQ listed companies and served as member of board
of directors to NASDAQ listed companies.

         BRIAN BONAR became Chairman of the Board of Directors of the Company
upon the closing of the acquisition of controlling interest by ITEC. He has been
a director of ITEC since 1995 and became ITEC's Chairman in December 1999. He
was appointed President of ITEC in 1997, and CEO the following year. He also
serves as Chairman of Quik Pix, Inc. and The Amanda Company. From 1991 to 1992,
Mr. Bonar was Vice President of Worldwide Sales and Marketing for Bezier
Systems, Inc., a San Jose, California-based manufacturer and marketer of laser
printers. From 1990 to 1991, he was Worldwide Sales Manager for Adaptec, Inc., a
San Jose-based laser printer controller developer. From 1988 to 1990, Mr. Bonar
was Vice President of Sales and Marketing for Rastek Corporation, a laser
printer controller developed located in Huntsville, Alabama. From 1984 to 1988,
Mr. Bonar was employed as Executive Director of Engineering at QMS, Inc., an
Alabama-based developer and manufacturer of high-performance color and
monochrome printing solutions. Prior to these positions, Mr. Bonar was employed
by IBM, U.K. Ltd. for approximately 17 years.

         DR. RICHARD H. GREEN joined the Greenland Board of Directors in January
2003 following the close of the acquisition of controlling interest by ITEC. He
has served as a director of ITEC since September 2000. Dr. Green is currently
the President of International Power & Environmental Company (IPEC), a
consulting company located in San Diego, California. From 1993 through 1995, he
served as Deputy Secretary of the State of California Environmental Protection
Agency (Cal/EPA). From 1988 through 1993 Dr. Green served as Manager of Program
Engineering and Review Office in the Office of Technology and Applications at
the Jet Propulsion Laboratory (JPL) in Pasadena, California, where he had held
various management positions since 1967. From 1965 through 1967, Dr. Green
served as Senior Engineer for The Boeing Company, Space Division. From 1983
through 1985, Dr. Green held the Corwin D. Denny Chair as Professor of Energy
and Director of the Energy Institute at the University of LaVerne, and from 1961
through 1964 served as Assistant Professor of Civil Engineering (Environmental
Sciences) at Washington State University. Dr. Green currently is a member of the
Governing Board of Pasadena City College. Dr. Green completed his bachelor's
degree at Whitman College in 1958, his Master of Science at Washington State
University in 1961, and his Ph.D. at Washington State University, under a United
States Public Health Services Career Development Award, in 1965.

         ROBERT A. DIETRICH joined the Greenland Board of Directors in January
2003 following the close of the acquisition of controlling interest by ITEC. He
has served as a director of ITEC since January 2000. Mr. Dietrich is President


                                       52
<PAGE>

and CEO of Cyberair Communications Inc., a privately-held telecommunications
company with strategic interests in Internet communications and "bandwidth"
expansion technologies, as well as domestic and international telephone
services, in Irvine, California. Recently, Mr. Dietrich was named President and
CEO of Semper Resources Corporation, a public natural resources holding company
in Irvine, California. From 1996 to 2000, Mr. Dietrich was Managing Director and
CFO of Ventana International, Ltd., Irvine, California, a venture capital and
private investment banking firm. From 1990 to 1994, Mr. Dietrich was Vice
President and Chief Financial Officer of CEI, Inc., in Santa Ana, California, a
commercial furnishings firm, prior to joining Ventana. Mr. Dietrich is a
graduate of the University of Notre Dame, with a bachelor's degree in
accounting, and the University of Detroit, with a master's degree in finance. He
served as a lieutenant in the U.S. Navy's Atlantic Command Operations Control
Center.

         ERIC W. GAER joined the Greenland Board of Directors in January 2003
following the close of the acquisition of controlling interest by ITEC. He has
served as a director ITEC since March 2000. Since 1998, Mr. Gaer has been the
President and CEO of Arroyo Development Corporation, a privately-held, San
Diego-based management consulting company. From 1996 to 1998, he was Chairman,
President and CEO of Greenland. In 1995, he was CEO of Ariel Systems, Inc., a
privately-held engineering development company in Vista, California. Over the
past 28 years, Mr. Gaer has served in executive management positions at a
variety of high-technology companies, including ITEC, Daybreak Technologies,
Inc., Venture Software, Inc., and Merisel, Inc. In 1970, he received a Bachelor
of Arts degree in mass communications from California State University,
Northridge.

         Gene Cross, has served as Director of the Company since June 1998.
Previously, Mr. Cross was Executive Vice President and Chief Financial Officer
of BWIP International, Inc., a large industrial manufacturing company. Mr. Cross
has been a consultant to a variety of companies involved in high technology
development and manufacturing.

         George Godwin, has served as Director of the Company since June 1998.
Mr. Godwin was formerly Vice President, Nuclear Business Unit of BWIP
International, Inc. a large industrial manufacturing company. Mr. Godwin
formerly held the positions of General Manager and Regional Sales Manager of a
BWIP division serving the utility industry. Mr. Godwin holds a degree in
industrial engineering from Tennessee Tech and has also extended management
studies at UCLA and the University of Michigan.


EXECUTIVE OFFICERS

         The executive officers of the Company as of the date of this filing,
are as follows:

         NAME                      AGE        POSITION
         ----                      ---        --------

         Thomas Beener             54         Chief Executive Officer
         Thomas Beener             54         Chairman of the Board
         Thomas Beener             54         Chief Accounting Officer

                                       53
<PAGE>

ITEM 11.    EXECUTIVE COMPENSATION.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE
                                                                                                      LONG TERM
                                                           ANNUAL            COMPENSATION        COMPENSATION AWARDS
                                                  -------------------------  ---------------  --------------------------
                                       FISCAL                                   OTHER ANNUAL      OPTIONS/         OTHER
NAME AND PRINCIPAL POSITION            YEAR            SALARY         BONUS     COMPENSATION      SARS (#)          COMP
-------------------------------------  ---------  -----------  ------------  ---------------  ------------  ------------
<S>                                    <C>            <C>                 <C>        <C>         <C>                   <C>
Thomas Beener(1)                       2003           168,000             -                -     5,000,000             -
Chief Executive Officer                2002                 -             -                -     4,500,000             -

Thomas Hyde, Jr. (2)                   2002            20,833             -          280,000             -             -
Chief Executive Officer (3)

------------------
(1) Mr Beener salary was partially paid by ITEC and partially by Expert HR..
(2) Mr. Hyde resigned from the Company in April 12, 2002.
(3) Mr. Hyde's other compensation was related to severance pay, paid in shares
of Greenland common stock.

</TABLE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The following table provides information on Options/SARs granted in the
2003 Fiscal Year to the Named Officers.

<TABLE>
<CAPTION>
                                                                                   POTENTIAL REALIZABLE
                    NUMBER OF         PERCENT OF                                     VALUE AT ASSUMED
                    SECURITIES          TOTAL                                         ANNUAL RATES OF
                    UNDERLYING       OPTIONS/SARS                                       STOCK PRICE
                   OPTIONS/SARS       GRANTED TO      EXERCISE OR                     APPRECIATION FOR
                    GRANTED (#)      EMPLOYEES IN     BASE PRICE     EXPIRATION        OPTION TERM (2)
NAME                   (1)           FISCAL YEAR       ($/SHARE)        DATE          5% ($)     10% ($)
----------------   ------------     --------------   ------------    -----------    ---------- ----------
<S>                  <C>                     <C>            <C>           <C>       <C>         <C>
Thomas Beener        5,000,000               22%            .01           N/A       $  2,500    $  5,000

------------
(1) Warrants/options are immediately exercisable from date of grant.
(2) Calculated based on the closing price of the Company's common stock on March
31, 2004 ($0.016).
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

         The following table provides information on option exercises in the
2003 Fiscal Year by the Named Officers and the value of such Named Officers'
unexercised options at December 31, 2003. Warrants to purchase Common Stock are
included as options. No stock appreciation rights were held by them at the end
of the 2003 Fiscal Year.

<TABLE>
<CAPTION>
                             SHARES        VALUE           NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                          ACQUIRED ON     REALIZED        UNDERLYING UNEXERCISED          IN-THE-MONEY OPTIONS/SARS
NAME                      EXERCISE (#)       ($)        OPTIONS/SARS AT FY-END (#)        AT FISCAL YEAR END ($) (1)
----                      ------------       ---        --------------------------        --------------------------
                                                       EXERCISABLE     UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
                                                       -----------     -------------    -----------     -------------
<S>                                <C>        <C>       <C>                      <C>      <C>             <C>
Thomas Beener                      -          -         9,825,005                -        $ 98,250        $       -

</TABLE>

--------------
(1) At the 2003 fiscal year end, the closing price of the Common Stock on that
date as quoted by the NASD Electronic Bulletin Board was $0.016.

                                       54
<PAGE>

COMPENSATION OF DIRECTORS

         None.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

         None

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation Committee currently consists of Messrs. Gaer and
Green. None of these individuals was an officer or employee of the Company at
any time during the 2002 fiscal year.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth certain information known to the best of
the Company's knowledge with respect to the beneficial ownership of Common Stock
as of March 31, 2004, by (i) all persons who are beneficial owners of five
percent (5 percent) or more of the Common Stock, (ii) each director, and (iii)
all current directors and executive officers individually and as a group. Unless
otherwise indicated, each of the shareholders has sole voting and investment
power with respect to the shares beneficially owned, subject to community
property laws, where applicable.

        NAME                                 NO. SHARES     PERCENT OF CLASS (1)
        ----                                 ----------     --------------------

        Thomas Beener (2)                    9,825,,005                    10.3%
        Brian Bonar (3)                       3,007,500                    3.17%
        Richard Green (4)                     2,500,000                     2.6%
        Robert Dietrich (4)                   2,500,000                     2.6%
        Eric Gaer (4)                         2,748,000                    2.89%
        George Godwin(4)                      3,012,000                    3.17%
        Gene Cross (4)                        4,509,000                    4.75%
        All current directors and
           executive officers
           (group of 7) (5)                  28,101,505                    29.6%

         (1) Percentage of ownership is based on 95,022,365 shares of Common
Stock outstanding on March 31, 2004. Shares of Common Stock subject to stock
options, warrants and convertible securities which are currently are deemed
outstanding for computing the percentage of the person or group holding such
options, warrants or convertible securities but are not deemed outstanding for
computing the percentage of any other person or group.

         (2) Including options now exercisable to purchase 5,000,000 shares of
Greenland common stock at $.01 per share, 500,000 shares of Greenland common
stock at $.0035 per share, 4,000,000 shares of Greenland common stock (does not
include compensation owed Mr. Beener of approximately $250,000 which may be paid
in the form of cash, stock and/or stock options).

         (3) Includes warrants to purchase 3,000,000 shares that are currently
exercisable.

         (4) Includes warrants to purchase 2,500,000 shares that are currently
exercisable.

         (5) Includes warrants to purchase 18,000,000 shares that are currently
exercisable.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.

                                       55
<PAGE>

PART IV.
--------------------------------------------------------------------------------

ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) List of documents filed as part of this report.

         (1) Financial Statements - Reference is made to the index to Financial
Statements under Item 7 in Part II hereof, where these documents are listed.

         (2) Financial Statement Schedules - None

         (3) Exhibits:

         3(a) Amended Certificate of Incorporation*

         3(b) Amended Bylaws*

         3(c) Common Stock Specimen*

         10(a) Greenland Corporation 1999 Stock Option Plan *

         10(b) Recission of Agreement and Plan of Share Exhange by and among the
Company and certain shareholders of Zzyzx, dated June 30, 2002, incorporated by
reference to Form 10-QSB for the period ended June 30, 2002, filed on August 14,
2002

         10(b) Recission of Stock Purchase Agreement between the Company, W3M,
Inc. d/b/a/ Paradigm Cabling Systems, and the shareholders of Paradigm Cabling
Systems, dated June 30, 2002, incorporated by reference to Form 10-QSB for the
period ended June 30, 2002, filed on August 14, 2002.

         10(c) Agreement To Acquire Shares between the Company and Imaging
Technologies Corporation, dated August 9, 2002, incorporated by reference to
Form 10-QSB for the period ended September 30, 2002, filed on November 15, 2002.

         10(d) Stock Purchase Agreement among the Company, W3M, Inc. dba
Paradigm Cabling Systems, and certain Shareholders of W3M, dated January 31,
2002, incorporated by reference to Form 8-K, dated March 20, 2002.

         10(e) Pledge Agreement among the Registrant, Ashford Capital, LLC,
Regents Capital West, Michael Cummings, Mondo Marshall, Greg Wilbur, Sandra
Steward, John M. Pitkin, and Walter Wright, dated February 1, 2002, incorporated
by reference to Form 8-K, dated March 20, 2002, incorporated by reference to
Form 8-K, dated March 20, 2002.

         10(f) Secured Promissory Noted among the Registrant, Ashford Capital,
LLC, Regents Capital West, Michael Cummings, Mondo Marshall, Greg Wilbur, Sandra
Steward, John M. Pitkin, and Walter Wright, dated February 1, 2002, incorporated
by reference to Form 8-K, dated March 20, 2002.

         10(g) Secured Promissory Note in the amount of $2,250,000 issued by
ITEC to Greenland, dated January 7, 2003, incorporated by reference to Form 8-K
dated January 21, 2003.

         10(h) Security Agreement, dated January 7, 2003 between ITEC and
Greenland, incorporated by reference to Form 8-K dated January 21, 2003.

         10(i) Agreement to Acquire Shares, dated August 9, 2002 between ITEC
and Greenland, incorporated by reference to Form 8-K dated January 21, 2003.

         10(j) Closing Agreement, dated January 7, 2003 between ITEC and
Greenland, incorporated by reference to Form 8-K dated January 21, 2003.

                                       56
<PAGE>

         10(k) Agreement and Assignment of Rights, dated February 1, 2003,
between Accord Human Resources, Inc., Greenland Corporation, and Imaging
Technologies Corporation.

         10(l) Agreement and Assignment of Rights, dated March 1, 2003, between
StaffPro Leasing 2, Greenland Corporation, and ExpertHR, incorporated by
reference to Exhibit 10(l) to Form 10-KSB filed April 7, 2003.

         10(m) Promissory Note, dated March 1, 2003, payable to StaffPro Leasing
2 by Greenland Corporation, incorporated by reference to Exhibit 10(m) to Form
10-KSB filed April 7, 2003.

         10(n) - Stock Purchase Agreement among Greenland, ITEC, and ExpertHR
Oklahoma, Inc., dated March 18, 2003, incorporated by reference to Form 10-QSB
dated August 19, 2003.

         21 List of Subsidiaries of the Company

         99.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

         99.2 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002

(B) Reports on Form 8-K

         On March 26, 2002, the Company filed Form 8-K to report the change of
its certifying accountant to Kabani & Company, Inc. and to report stock purchase
agreement with Paradigm Cabling Systems

         On January 21, 2003, the Company filed Form 8-K to report a change in
control related to the acquisition of shares by Imaging Technologies
Corporation.

*Incorporated by Reference from previous filings.

The Company will furnish a copy of any exhibit to a requesting stockholder upon
payment of the Company's reasonable expenses in furnishing such exhibit.


                                       57
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Annual Report on Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:April 7, 2004

GREENLAND CORPORATION

By:  /s/ Thomas Beener
     -----------------
     Thomas Beener
     Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints, Thomas Beener as his attorney-in-fact,
each with full power of substitution and resubstitution, for him or her in any
and all capacities, to sign any and all amendments to this Annual Report on Form
10-KSB (including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
said attorney-in-fact, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-KSB has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

          SIGNATURE                                 TITLE                                    DATE
          ---------                                 -----                                    ----

<S>                              <C>                                                    <C>
/s/ Thomas Beener                Chief Executive Officer and Chairman of the            April 7, 2004
-----------------                     Board and Chief Financial Officer
Thomas Beener                           (PRINCIPAL EXECUTIVE OFFICER )
                                        (PRINCIPAL ACCOUNTING OFFICER)


/s/ Gene Cross                                    Directors                             April 7, 2004
----------------
Gene Cross


/s/ George Godwin                                 Director                              April 7, 2004
----------------
George Godwin

</TABLE>

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      NOTE:
               THE OFFICERS AND DIRECTORS ABOVE WERE THE OFFICERS
             AND DIRECTORS OF THE COMPANY FOR THE PERIOD REPORTED.


                                       58