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, 2002

                                       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  incorporation  or  organization)
(I.R.S.  Employer  Identification  Number)

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

                                  (858) 451-6120
              (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,  2002, the aggregate market value of the voting stock held by
non-affiliates  of  the  registrant  was $1,338,922 based upon a $0.01 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

               137,092,181 SHARES OUTSTANDING AS OF MARCH 31, 2002

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

<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.

For  the  past several years, we have devoted our efforts to the development and
marketing  of  automated  check  cashing  products and technologies. Our MAXcash
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.

As  part  of  our PEO business strategy, in the first quarter of fiscal 2003, we
acquired  a  number  of  PEO  clients  from  other  companies and acquired a PEO
company.  The  first  revenues  from these efforts will be reported in our first
quarter  report  for  the  period  ending  March  31,  2003.

     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)  451-6120.

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.

Just  as  the  services  offered  by  the  industry have expanded over time, the
markets  that  check  cashers  serve  have  broadened.  Check  cashing  centers
traditionally  were  concentrated  in  lower  income  neighborhoods, serving and
hiring residents of these communities. More recently, as middle-income consumers
have  demanded  more  convenient financial services, check cashers have expanded
into  their communities. According to FiSCA, the greatest growth of the industry
can  be  seen  in  the  suburban  market.

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.

We  are  addressing what we believe is an emerging market segment and increasing
demand.  Financial  services  businesses  cash  checks  for  a  fee based upon a
percentage of the face amount of the check. As reported in the Los Angeles Times
on  March  3,  2000, it is estimated that the fringe banking community generates
approximately  $6  billion  in  total  fees  annually.

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

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.

We  have  invested,  and  continue  to  invest  capital,  time and effort in the
development  and  evolution  of our back-office, risk management and transaction
support  software  systems.  Last  year, 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  2002.

     During  the  first  quarter  of  2002,  we took the first step in acquiring
companies  that  are  complimentary  to  the  Greenland's  operations,  with the
acquisition of W3M, Inc., the parent of Paradigm Cabling Systems ("Paradigm"), a
market  niche  specialist in data communications and network project management.

     In January 2002, we entered into the stock purchase agreement ("Agreement")
to  purchase  all  of  the  issued  and outstanding shares of Paradigm. However,
subsequent to the consummation of the transaction, in June 2002, due to a number
of  factors,  including  Paradigm's  inability  to  provide  audited  financial
statements, declining business operations, and difficulty in obtaining necessary
financing, the parties mutually agreed to rescind the stock purchase and release
the  other  from  any  and  all  claims  and  liabilities.

     In  June 2002, we agreed to rescind our purchase of 100,000 shares of ZZYZX
Peripherals,  Inc  ("ZZYZX").   The  Company and ZZYZX both agreed it was in the
best  interest  of  both  companies  to  rescind  the  transaction.  This action
relieved  the  Company from its obligation to register the Convertible Preferred
Shares  given  as  consideration  to the ZZYZX shareholders and allowed ZZYZX to
explore certain business and/or acquisition opportunities.  Registration of said
Convertible  Preferred  Shares  would  have  enabled  the  ZZYZX shareholders to
convert said shares into $600,000 of shares of the Company's common stock and at
current  prices  said  conversion  was  impracticable.

We  explored  the  purchase  of  check  cashing  stores,  purchase  of  certain
complimentary  companies,  expansion  of its licensing program and developing an
in-house  processing center. However, managements efforts were restricted by the
Company's  lack  of  cash,  lack  of revenue stream, low stock price and overall
market conditions.  We continued also to explore licensing opportunities for our
check  cashing  technology.

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. The shares associated by the warrants are held in escrow by the Greenland
Board  of  Directors  until PEO contracts reach a level of $48 million annually.
(Also  see:"  Subsequent  Events").

We  believe  that  the  PEO  business  represents  an  opportunity  to establish
profitable  operations,  including  expanded sales opportunuties for our MAXcash
ABM.

With  the assistance of ITEC, we have been able to establish ExpertHR operations
in  California, Michigan, and Oklahoma. Subsequent to December 31, 2002, we have
acquired  client  contracts  and  business  operations from other PEO companies.

BUSINESS  STRATEGY

     Our goal is to achieve operating revenues and profits from our two business
units.  Our  PEO  business,  which was activated subsequent to the end of fiscal
2002,  is  expected  to  provide  large  incremental  revenues.  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

We  participate  in  the  $60+  billion  check  cashing  market  by  offering an
open-architecture  point  of  service/check  cashing  transaction  processing
platform,  either  for  self-service  or  clerk assisted transactions. 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.

     In  February  2002,  we took the first step in acquiring companies that are
complimentary  to  Greenland  in  order  to  provide  revenues and earnings. The
acquisition  of  W3M,  Inc.,  the  parent  of Paradigm Cabling System.  Paradigm
represented  an  internal  profit  center  and  was  intended  to  help build an
infrastructure  for  our  transaction  processing  and  software business. For a
number  of  reasons,  including  difficulties  with audits of Paradigm financial
statements  and  obtaining  new  capital,  the  acquisition  was  cancelled.

Professional  Employment  Organization

In August 2002, as a result of a transaction with ITEC, we formed a wholly-owned
subsidiary,  ExpertHR,  Inc.  in  order  to  enter the PEO business. (Also see:"
Subsequent  Events".)

     The  PEO  business provides a broad range of services associated with 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.

     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.

     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.

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.

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.

     Because  the  automated  check cashing technology is relatively new and has
only a limited operating history, competition is limited. However, check cashing
is  a  growing  industry  and  traditional  check  cashing  businesses  are  now
considering  automating  some  of  their  operations  as  well.

     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 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 three full-time employees at December 31, 2002.
As  of  the  date  of  this  filing, the Company and its subsidiaries employs 12
full-time  employees.  We also use independent consultants and contractors for a
variety  of  tasks,  including engineering, manufacturing, software development,
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.

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 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  CONSIDERATIPONS

     At  December  31,  2002,  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, 2002, our net loss was $5.7 million and our
decrease  in  net  worth  was  $32.2 million.  At December 31, 2002 our negative
working  capital  was $3.2 million. Specific steps that we have taken to address
these  problems  include the sale of a controlling interest in Greenland to ITEC
and 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,  2003.

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.

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,  2002  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.

     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.

     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
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
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 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.

ITEM  2.

DESCRIPTION  OF  PROPERTY

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

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. We resolved the dispute
between  us  and entered into settlement agreement. However, 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 is
continuing  its  efforts  to  collect  on  the  judgment.

     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  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.  This  case  is  set  for  trial  in  April  2003.

     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 action
against  the  Company  has  been  consolidated  with  the Company's legal action
against  Intellicorp.  The  Company  believes that it has a valid defense to the
allegations  of  Mr.  Farrow.

     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.  The Company believes it has valid defenses to the allegations.
Mr.  Ellis  appears to have abandoned this action in arbitration and has elected
to  pursue  a  civil  suit.

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. The
Company  believes  it  has  valid  defense  to  the allegations. This amount was
recorded  as  a  liability  in  the  consolidated  financial  statements.

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. This amount was recorded as a
liability  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 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

     A  Special  Meeting  of  the  Shareholders  of  Greenland  Corporation (the
"Company")  was  held on October 15, 2002 at which shareholders approved: (1) an
amendment  to  the  Certificate  of  Incorporation  in  order  to effect a stock
combination  (reverse  split)  of  the  Common Stock in an exchange ratio of one
newly  issued  share  for each fifty outstanding shares of Common Stock; and (2)
the  sale  of  14,400,000  shares  of the Company's common stock to ITEC, which,
pursuant to the Agreement to Acquire Shares entered into between the Company and
ITEC  on  August  5,  2002,  resulted  in  a  change  of control of the Company.

<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, 2002 between $1 and $0.01 per
share.  The  number  of  shares  of record of common stock, $.001 par value, was
12,789,281 at December 31, 2002 and 137,092,181 at March 31, 2003. 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:

<TABLE>
<CAPTION>
<S>                       <C>     <C>

                          HIGH    LOW
                          ------  -----
Year ended Dec. 31, 2001
------------------------
     First quarter . . .  $21.00  $4.50
     Second quarter. . .    4.50   1.50
     Third quarter . . .    2.00   0.50
     Fourth quarter. . .    2.00   0.50

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
</TABLE>

     On March 31, 2003, the last sales price for the common stock as reported by
the  OTC  Electronic Bulletin Board was $0.01 per share. On March 31, 2003 there
were  approximately  6,500  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,  2002,  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 have
altered  our  plans  for  ongoing  development, production, and marketing of the
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, was
directed at locating distributors of ATM machines and entering into distribution
agreements.  Although  we  signed  a number of such agreements, significant 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 produce
material  results.

While  we  are  optimistic that we can successfully produce and sell MAXcash ABM
kiosks  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

     Anticipating  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.

     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.

     We  anticipate  reporting  revenues  from  our PEO activities in the period
ending  March  31,  2003.

     As  of  the  end  of  fiscal  2002,  our  business  continues to experience
operational  and  liquidity  challenges.  Accordingly,  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)  to
commercialize  our  MAXcash  ABM  products  and  technology.

     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, 2002 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.

     There  can  be  no  assurance, however, that wewill 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

     Subsequent  to December 31, 2002, 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.
We  estimate  the purchase price to be $1,250,000, 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, subject to audited financial statements as of March 31,
2003.  We  will  provide  details  of  the  transaction  on  Form  8-K.

     Subsequent  to December 31, 2002, 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.

     Subsequent  to December 31, 2002, 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 estimates that the acquired business will
result  in  revenues  of  approximately  $15,000,000  in  fiscal  2003.

RESULTS  OF  OPERATIONS

REVENUE

For  the  year ended December 31, 2002, we had no revenues, compared to revenues
of  $523  thousand  for  the  year  ended  December  31,  2001.

     Our  sales  operations  for  our  principal  product, the MAXcash ABM, were
temporarily  suspended  due  to shortages of working capital and a legal dispute
with  our  software  provider.

     We  had  a  gross loss on sales in the year ended December 31, 2001 or $353
thousand.

COST  OF  SALES

We incurred total costs of revenues of $876 thousand (168% of revenues) from our
two segments for the year December 31, 2001. The costs incurred in the equipment
sales  segment  were  $317  thousand  for  the  year  ended  December  31, 2001.
Manufacturing  costs  include  fixed  overhead  expenses  for  items  such  as
supervision, testing, and facilities, as well as the direct cost of the machines
sold.  The  gross  margin  on machine sales for the year ended December 31, 2001
was  $(189)  thousand.

Costs  associated  with  transaction processing, included in cost of sales, were
$559 thousand for the year ended December 31 2001, resulting in gross margins on
transaction revenue of $(164) thousand. Processing costs included fixed overhead
expenses  such  as the amortization of software development costs, depreciation,
labor,  and  communications.

OPERATING  EXPENSES

Operating  expenses  for  the  years ended December 31, 2002, and 2001 were $2.4
million  and $3.7 million, respectively. The $1.3 million (35%) decrease was due
primarily  to  reduced  operations  related  to  manufacturing,  sales,  and
engineering.

There  were  no  research and development costs for the years ended December 31,
2002,  and  2001,  respectively.

NON-OPERATING  EXPENSES

Non-operating  expenses  were  $2.9 million for the year ended December 31, 2002
compared  to  $976 thousand for the year ended December 31, 2001, an increase of
$1.9  million  (192%).  The  increase  was  due  primarily  to the impairment of
intangible  assets, which include our software development costs associated with
the  MAXcash  ABM  system.

NET  LOSS

The  net  loss for the year ended December 31, 2002 was $5.7 million compared to
$5.2  million  for  fiscal  year  2001,  an  increase of $480 thousand (9%), due
primarily  to  increased  non-operating expenses, including impairment of assets
and  inventory  obsolescence.

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,  2002,  we  had a working capital deficit of $3.2 million
compared  with  a  working capital deficit of $1.8 million at December 31, 2001.
The  decrease  of  $1.4  million  (81%)  resulted  primarily from an increase in
accrued  expenses.

     Stockholders'  equity  decreased  for the year ended December 31, 2002 from
the  previous  fiscal  year  by  $4.8 million, due primarily to the $5.7 million
comprehensive  loss,  which  was  offset  by  increased  paid-in-capital of $113
thousand.

     Net  cash  used  for operating activities was $28 thousand compared to $785
thousand  in  fiscal  2001. The changes are due primarily to expenses associated
with  impairment  of  assets.

     There  was  no net cash provided by or used for investing activities in the
year ended December 31, 2002. Net cash provided by investing activities was $603
thousand in fiscal 2001 as a result of receipt of investment capital pursuant to
a  private  placement  of  our  common  stock.

     Net  cash  from  financing  activities  was $39 thousand for the year ended
December 31, 2002 compared to $114 thousand in the prior year; a decrease of $75
thousand  (66%).  The decrease was due primarily to changes in notes payable and
the  exercise  of  warrants  and  options.

     We  have  no  material  commitments  for  capital  expenditures.

     Subsequent  to  December 31, 2002, the Company issued 124,302,900 shares of
common stock. 9.2 million shares were issued for services and 115,102,900 shares
were  issued  to  ITEC  as  described  herein.

     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, 2002 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 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

     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. The warrants have been
exercised,  but  are deliverable pursuant to the terms of the Closing Agreement,
which  details  certain  sales  performance  provisions.

     Subsequent  to  December 31, 2002, 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, 2002, 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.
We  estimate  the purchase price to be $1,250,000, 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, subject to audited financial statements as of March 31,
2003.  We  will  provide  details  of  the  transaction  on  Form  8-K.

     Subsequent  to December 31, 2002, 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.

     Subsequent  to December 31, 2002, 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 estimates that the acquired business will
result  in  revenues  of  approximately  $15,000,000  in  fiscal  2003.

<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,
2002  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

<PAGE>
ITEM  7.
FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
<S>                                                                <C>
                                                                   PAGE
                                                                   ----

Report of independent accountants . . . . . . . . . . . . . . . .    27
Consolidated balance sheet as of December 31, 2002. . . . . . . .    28
Consolidated statements of operations for the years ended
     December 31, 2002 and 2001 . . . . . . . . . . . . . . . . .    29
Consolidated statements of stockholders' equity (deficit) for the
years ended December 31, 2002 and 2001. . . . . . . . . . . . . .    30
Consolidated statements of cash flows for the years ended
     December 31, 2002 and 2001 . . . . . . . . . . . . . . . . .    31
Notes to consolidated financial statements. . . . . . . . . . . .    32
</TABLE>

<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,  2002  and  the related consolidated statements of operations, stockholders'
equity  (deficit) and cash flows for the years ended December 31, 2002 and 2001.
These  consolidated financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express an opinion on these 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,  2002 and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001, in
conformity with accounting principles generally accepted in the United States 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 $32,236 thousand including net
losses  of  $5,714 thousand and $5,234 thousand for the years ended December 31,
2002  and  2001,  respectively.  The Company has a working capital deficiency of
$3,197  thousand  on  December 31, 2002. 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  31,  2003

<PAGE>
                              GREENLAND CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

<TABLE>
<CAPTION>



<S>                                                                                       <C>
(in thousands, except share amounts)

ASSETS
----------------------------------------------------------------------------------------

CURRENT ASSETS:
     Cash & cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $              4

PROPERTY AND EQUIPMENT, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                90

DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                18
                                                                                          -----------------

                                                                                          $            112
                                                                                          =================

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

CURRENT LIABILITIES:
     Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            772
     Accrued expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             1,673
     Note payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               379
     Note payable-related party. . . . . . . . . . . . . . . . . . . . . . . . . . . . .               245
     Current  maturities of obligations under capital lease. . . . . . . . . . . . . . .               133
                                                                                          -----------------
          Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .             3,202

Long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -
Obligations under capital lease less current maturities. . . . . . . . . . . . . . . . .                28

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, 12,789,281 shares issued and outstanding. . . . . . . . . . . . . .               471
     Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            29,249
     Subscribed shares and receivables . . . . . . . . . . . . . . . . . . . . . . . . .              (602)
     Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (32,236)
                                                                                          -----------------
          Total stockholders' deficit. . . . . . . . . . . . . . . . . . . . . . . . . .            (3,118)
                                                                                          -----------------
                                                                                          $            112
                                                                                          =================


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>
                              REENLAND CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
<S>                                                                                       <C>
(in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 2002
                                                                                          --------------------

Net Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                 -

Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -
                                                                                          --------------------

Gross loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -

Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                2,374
                                                                                          --------------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (2,374)

Non-operating income (expense):
     Inventory obsolescence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (146)
     Loss on sale of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -
     Impairment of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -
     Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . .               (2,213)
     Impairment of asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (300)
     Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (160)
     Loss on sale of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   (3)
     Loss on termination of lease. . . . . . . . . . . . . . . . . . . . . . . . . . . .                  (65)
     Gain on sale of asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  150
    Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (117)
                                                                                          --------------------
Total non-operating income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . .               (2,854)
                                                                                          --------------------

Loss before income tax and extraordinary item. . . . . . . . . . . . . . . . . . . . . .               (5,228)

Provision for income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    2
                                                                                          --------------------

Net Loss before extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . .               (5,230)

Extraordinary item - loss on settlement of debts . . . . . . . . . . . . . . . . . . . .                 (484)
                                                                                          --------------------

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (5,714)

Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .                    -
                                                                                          --------------------

Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            (5,714)
                                                                                          ====================

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

Basic and diluted net loss per share:

   Loss before extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             (0.79)
   Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (0.07)
   Beneficial conversion feature of preferred stock. . . . . . . . . . . . . . . . . . .                    -
                                                                                          --------------------
   Net loss applicable to common shareholder . . . . . . . . . . . . . . . . . . . . . .  $             (0.86)
                                                                                          ====================

The accompanying notes are an integral part of these consolidated financial statements.


<S>                                                                                       <C>
(in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 2001
                                                                                          --------------------

Net Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $               523

Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  876
                                                                                          --------------------

Gross loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (353)

Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                3,676
                                                                                          --------------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (4,029)

Non-operating income (expense):
     Inventory obsolescence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -
     Loss on sale of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (397)
     Impairment of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (150)
     Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . .                    -
     Impairment of asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -
     Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -
     Loss on sale of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  (66)
     Loss on termination of lease. . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (275)
     Gain on sale of asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   46
    Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (134)
                                                                                          --------------------
Total non-operating income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . .                 (976)
                                                                                          --------------------

Loss before income tax and extraordinary item. . . . . . . . . . . . . . . . . . . . . .               (5,005)

Provision for income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    2
                                                                                          --------------------

Net Loss before extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . .               (5,007)

Extraordinary item - loss on settlement of debts . . . . . . . . . . . . . . . . . . . .                  (77)
                                                                                          --------------------

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (5,084)

Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .                 (150)
                                                                                          --------------------

Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            (5,234)
                                                                                          ====================

Basic and diluted weighted average number of shares
   of common stock outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                2,444
                                                                                          ====================

Basic and diluted net loss per share:

   Loss before extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             (2.05)
   Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (0.03)
   Beneficial conversion feature of preferred stock. . . . . . . . . . . . . . . . . . .                (0.06)
                                                                                          --------------------
   Net loss applicable to common shareholder . . . . . . . . . . . . . . . . . . . . . .  $             (2.14)
                                                                                          ====================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>
                              GREENLAND CORPORATION
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
<S>                                                                                       <C>                <C>
(thousands). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  SUBSCRIBED         ACCUMULATED
                                                                                          PREFERRED  STOCK   COMMON STOCK
                                                                                          ADDITIONAL         SUBSCRIBED
                                                                                          SHARES             AMOUNT

BALANCE AT DECEMBER 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -   $           -
                                                                                                         -
Shares issued for investment, 60 shares. . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued to purchase assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .                37               2
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .               178              13
Subscribed shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Warrants to purchase shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Cancellation of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (8)             (1)
Options issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Sale of marketable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .                 -               -
Receipt of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -

BALANCE AT DECEMBER 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
                                                                                          -----------------  --------------
                                                                                                         -               -
Shares cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Subscribed shares unissued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for legal settlement . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Stock pptions issued for comp and services . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for prepaid expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -

BALANCE AT DECEMBER 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -   $           -
                                                                                          -----------------  --------------

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>

                              GREENLAND CORPORATION
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
<S>                                                                                       <C>                <C>
(thousands)
                                                                                          PREFERRED  STOCK   COMMON STOCK
                                                                                          PAID-IN            SUBSCRIBED
                                                                                          SHRS               AMT

BALANCE AT DECEMBER 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -   $           -
                                                                                                         -
Shares issued for investment, 60 shares. . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued to purchase assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .                37               2
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .               178              13
Subscribed shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Warrants to purchase shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Cancellation of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (8)             (1)
Options issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Sale of marketable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .                 -               -
Receipt of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -

BALANCE AT DECEMBER 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
                                                                                          -----------------  --------------
                                                                                                         -               -
Shares cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Subscribed shares unissued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for legal settlement . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Stock pptions issued for comp and services . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Shares issued for prepaid expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -               -

BALANCE AT DECEMBER 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -   $           -
                                                                                          -----------------  --------------

The accompanying notes are an integral part of these consolidated financial statements.


<S>                                                                                       <C>      <C>      <C>        <C>
(thousands)
                                                                                          ADDITL   SHARES

                                                                                          SHARS    AMT      CAPITAL    UNISSUED

BALANCE AT DECEMBER 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,423   $    70  $ 24,399          -

Shares issued for investment, 60 shares. . . . . . . . . . . . . . . . . . . . . . . . .     600         -
Shares issued to purchase assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20         1        19          -
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .     183         -
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     515        25     1,100          -
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .     717         -
Subscribed shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     917        46       983       (712)
Warrants to purchase shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       -         -        54          -
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     206        10       396          -
Cancellation of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (198)        -
Options issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      60         3       233          -
Sale of marketable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       -         -         -          -
Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .       -         -       150          -
Receipt of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       -         -       500          -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       -         -         -          -

BALANCE AT DECEMBER 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3,348       169    29,136       (712)
                                                                                          -------  -------  ---------  ---------

Shares cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       -         -      (600)         -
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .     181         9        10          -
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4,297       192       489          -
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .   1,643        82       114          -
Subscribed shares unissued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2         -         3        496
Shares issued for legal settlement . . . . . . . . . . . . . . . . . . . . . . . . . . .     200        10         1          -
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     118         6        (6)         -
Stock pptions issued for comp and services . . . . . . . . . . . . . . . . . . . . . . .       -         -        75          -
Shares issued for prepaid expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .   3,000         3        27          -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       -         -         -          -

BALANCE AT DECEMBER 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12,789   $   471  $ 29,249       (216)
                                                                                          -------  -------  ---------  ---------

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                              GREENLAND CORPORATION
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                    CONTINUED

<TABLE>
<CAPTION>
<S>                                                                                       <C>             <C>
(thousands). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  SUBSCRIBED      ACCUMULATED
                                                                                          SHARES          OTHER
                                                                                          UNISSUED        COMPREHENSIVE
                                                                                           & RECEIVABLE   INCOME

BALANCE AT DECEMBER 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (133)  $         (315)

Shares issued for investment, 60 shares. . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued to purchase assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .              -                -
Subscribed shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Warrants to purchase shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (298)               -
Cancellation of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Options issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Sale of marketable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -              315
Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .              -                -
Receipt of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -

BALANCE AT DECEMBER 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (431)               -
                                                                                          --------------  ---------------

Shares cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .              -                -
Subscribed shares unissued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued for legal settlement . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             75                -
Stock pptions issued for comp and services . . . . . . . . . . . . . . . . . . . . . . .              -                -
Shares issued for prepaid expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .            (30)               -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -                -

BALANCE AT DECEMBER 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (386)  $            -
                                                                                          --------------  ---------------
The accompanying notes are an integral part of these consolidated financial statements.


<S>                                                                                       <C>              <C>
(thousands). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  TOTAL
                                                                                          STOCKHOLDERS'
                                                                                          ACCUM            EQUITY
                                                                                          DEFICIT           (DEFICIT)

BALANCE AT DECEMBER 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (21,288)  $   2,733

Shares issued for investment, 60 shares. . . . . . . . . . . . . . . . . . . . . . . . .               -         600
Shares issued to purchase assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -          20
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .               -         185
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -       1,125
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .               -         730
Subscribed shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -         317
Warrants to purchase shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -          54
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -         108
Cancellation of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -        (199)
Options issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -         236
Sale of marketable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -         315
Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .               -         150
Receipt of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -         500
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (5,234)     (5,234)

BALANCE AT DECEMBER 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (26,522)      1,640
                                                                                          ---------------  ----------

Shares cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -        (600)
Shares issued for settlement of debts. . . . . . . . . . . . . . . . . . . . . . . . . .               -          19
Shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -         681
Shares issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . . . .               -         196
Subscribed shares unissued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -         499
Shares issued for legal settlement . . . . . . . . . . . . . . . . . . . . . . . . . . .               -          11
Exercised warrants & options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -          75
Stock pptions issued for comp and services . . . . . . . . . . . . . . . . . . . . . . .               -          75
Shares issued for prepaid expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .               -           -
Net loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (5,714)     (5,714)

BALANCE AT DECEMBER 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (32,236)  $  (3,118)

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>










<PAGE>

                              GREENLAND CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
<S>                                                                                       <C>
(in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  2002
                                                                                          ---------------------

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

Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   482
Provision for doubtful accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   258
Options issued for compensation & service. . . . . . . . . . . . . . . . . . . . . . . .                    75
Realized loss on the sale & disposal of investments. . . . . . . . . . . . . . . . . . .                     -
Inventory obsolescence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   146
Impairment of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 2,513
Impairment of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     -
Net (gain)loss on sale & disposal of asset . . . . . . . . . . . . . . . . . . . . . . .                  (147)
Net loss on settlement of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   484
Loss on termination of lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    65
Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .                     -
Stock issued for services, prepaid & legal settlement. . . . . . . . . . . . . . . . . .                   722
Stock issued for salaries & reimbursement. . . . . . . . . . . . . . . . . . . . . . . .                   196
(Increase) / decrease in current assets:
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    11
Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     -
Prepaid Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    40
(Increase) decrease in other asset . . . . . . . . . . . . . . . . . . . . . . . . . . .                    15
Increase / (decrease) in current liabilities:. . . . . . . . . . . . . . . . . . . . . .                   826
                                                                                          ---------------------
Total Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,686
                                                                                          ---------------------
Net cash used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . .                   (28)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment. . . . . . . . . . . . . . . . . . . . . . . . . . .                     -
Receipt of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     -
Proceeds from sale of investments. . . . . . . . . . . . . . . . . . . . . . . . . . . .                     -
                                                                                          ---------------------

Net cash provided by investing activities. . . . . . . . . . . . . . . . . . . . . . . .                     -

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of warrants & options . . . . . . . . . . . . . . . . . . . .                     -
Principal payments on capital leases . . . . . . . . . . . . . . . . . . . . . . . . . .                  (142)
(Payment)/Proceeds from note payable . . . . . . . . . . . . . . . . . . . . . . . . . .                   (59)
Proceeds from note payable-related party . . . . . . . . . . . . . . . . . . . . . . . .                   226
                                                                                          ---------------------
Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . . . .                    25

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

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

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

SUPPLEMENTAL INFORMATION:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                 20
                                                                                          =====================
Cash paid for income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                  -
                                                                                          =====================

The accompanying notes are an integral part of these consolidated financial statements.


<S>                                                                                       <C>
(in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    2001
                                                                                          -----------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $               (5,234)
Adjustments to reconcile net loss to net cash used
   in operating activities:

Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     767
Provision for doubtful accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     126
Options issued for compensation & service. . . . . . . . . . . . . . . . . . . . . . . .                     236
Realized loss on the sale & disposal of investments. . . . . . . . . . . . . . . . . . .                     397
Inventory obsolescence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       -
Impairment of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       -
Impairment of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     150
Net (gain)loss on sale & disposal of asset . . . . . . . . . . . . . . . . . . . . . . .                      20
Net loss on settlement of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      77
Loss on termination of lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     275
Beneficial conversion feature of preferred stock . . . . . . . . . . . . . . . . . . . .                     150
Stock issued for services, prepaid & legal settlement. . . . . . . . . . . . . . . . . .                   1,126
Stock issued for salaries & reimbursement. . . . . . . . . . . . . . . . . . . . . . . .                     730
(Increase) / decrease in current assets:
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    (372)
Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     173
Prepaid Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     (32)
(Increase) decrease in other asset . . . . . . . . . . . . . . . . . . . . . . . . . . .                      14
Increase / (decrease) in current liabilities:. . . . . . . . . . . . . . . . . . . . . .                     612
                                                                                          -----------------------
Total Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   4,449
                                                                                          -----------------------
Net cash used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . .                    (785)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment. . . . . . . . . . . . . . . . . . . . . . . . . . .                     (61)
Receipt of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     500
Proceeds from sale of investments. . . . . . . . . . . . . . . . . . . . . . . . . . . .                     164
                                                                                          -----------------------

Net cash provided by investing activities. . . . . . . . . . . . . . . . . . . . . . . .                     603

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of warrants & options . . . . . . . . . . . . . . . . . . . .                     108
Principal payments on capital leases . . . . . . . . . . . . . . . . . . . . . . . . . .                    (116)
(Payment)/Proceeds from note payable . . . . . . . . . . . . . . . . . . . . . . . . . .                      83
Proceeds from note payable-related party . . . . . . . . . . . . . . . . . . . . . . . .                      39
                                                                                          -----------------------
Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . . . .                     114

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     (68)

CASH AND CASH EQUIVALENTS,
   BEGINNING BALANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      75
                                                                                          -----------------------

CASH & CASH EQUIVALENTS,
   ENDING BALANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      7
                                                                                          =======================

SUPPLEMENTAL INFORMATION:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                   83
                                                                                          =======================
Cash paid for income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     3
                                                                                          =======================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>
                              GREENLAND CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2002

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.

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,  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 was at 100% of accounts
receivable,  amounting  to  $391,978  as  of  December  31,  2002.

INVENTORIES

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% of
inventory,  amounting  to  $292,819  as  of  December  31,  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 as of December 31, 2002 as the management
determined  this  being  impaired.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

The  Company  reviews  its  long-lived  assets  and  intangibles  for impairment
whenever  events and circumstances indicate that the carrying amount of an asset
may  not be recoverable. Management evaluates assets for impairment by comparing
undiscounted  future  cash  flows  to  the  carrying  amount  of  the  asset. If
impairment  exists,  the amount of impairment is measured as the amount by which
the  carrying  amount  of the asset exceeds its fair value. Management evaluated
its  long-term  and intangible assets for impairment and impairment loss of $2.2
million  was  recognized  for intangible assets and $300 thousand was recognized
for  equipment  in  2002.

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's  revenue  recognition  policies  are  in  compliance  with  Staff
accounting bulletin (SAB) 101. Revenue is recognized when merchandise is shipped
to a customer or services are rendered. Generally, the Company extends credit to
its  customers  and  does  not  require collateral. The Company performs ongoing
credit  evaluations of its customers and historic credit losses have been within
management's  expectations.  The  Company  did  not have any revenue in the year
2002.

ADVERTISING

Expenditures  for  advertising  and  sales  promotion  are charged to expense as
incurred.  Advertising costs for the years ended December 31, 2002 and 2001 were
$0  and  $1  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.

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.

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,  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)  the sale and distribution of automatic check cashing machines and
(2)  customer  service  and  fee income earned through check cashing transaction
processing.

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.

RECLASSIFICATIONS

Certain  reclassifications were made to the 2001 financial statements to confirm
to  the  2002  presentation.

NOTE  4.     RECENT  PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  143,  "Accounting for Asset
Retirement  Obligations".  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements  issued  for  fiscal  years  beginning  after  June  15,  2002.

SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was  issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after  December  15,  2001, and addresses financial accounting and reporting for
the  impairment or disposal of long-lived assets. This statement 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 - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

The  adoption  of  above  pronouncements,  did  materially  impact the Company's
financial  position  or  results  of  operations.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS  145  rescinds  the  automatic  treatment  of  gains or losses from
extinguishments  of  debt  as  extraordinary  unless  they meet the criteria for
extraordinary  items as outlined in APB Opinion No. 30, Reporting the Results of
Operations,  Reporting  the  Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have  economic effects that are similar to sale-leaseback transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning  after  May  15,  2002,  with  early  adoption  encouraged.  All other
provisions  of  SFAS  145 are effective for transactions occurring after May 15,
2002,  with  early  adoption  encouraged.  The  Company does not anticipate that
adoption  of  SFAS  145 will have a material effect on our earnings or financial
position.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
exit  or Disposal Activities." This Statement addresses financial accounting and
reporting  for  costs  associated with exit or disposal activities and nullifies
Emerging  Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain Costs Incurred in a Restructuring)." This Statement requires
that  a  liability  for  a  cost associated with an exit or disposal activity be
recognized  when  the liability is incurred. Under Issue 94-3 a liability for an
exit cost as defined, was recognized at the date of an entity's commitment to an
exit  plan.  This  statement  will  not  have a material impact on the Company's
financial  statements.

In  October  2002,  the  FASB  issued  SFAS  No.  147,  "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of  liabilities  assumed  over  the  fair  value  of  tangible  and identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires  that  those  transactions be accounted for in accordance with SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets."  In  addition,  this statement amends SFAS No. 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets,"  to include certain financial
institution-related  intangible assets.  The Company does not expect adoption of
SFAS  No.  147  would have a material impact, if any, on its financial position,
results  of  operations  or  cash  flows.

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  (FIN  45).  FIN 45 requires that upon
issuance  of  a  guarantee,  a guarantor must recognize a liability for the fair
value  of  an  obligation  assumed  under  a  guarantee.  FIN  45  also requires
additional  disclosures  by  a  guarantor  in  its  interim and annual financial
statements  about  the  obligations  associated  with  guarantees  issued.  The
recognition  provisions  of  FIN  45  are effective for any guarantees issued or
modified  after December 31, 2002. The disclosure requirements are effective for
financial  statements  of  interim  or  annual periods ending after December 15,
2002.  The  adoption  of  FIN45 is not expected to have a material effect on the
Company's  financial  position,  results  of  operations,  or  cash  flows.

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS  No.  148  amends SFAS No. 123,
"Accounting  for  Stock  Based  Compensation", to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee compensation.  In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending  January  31, 2003.  The Companies do not expect the adoption of SFAS No.
148  would  have  a  material  impact  on  its  financial position or results of
operations  or  cash  flows.

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  $3.2  million and an accumulated deficit of $32.2
million  as  of  December  31,  2002,  including losses of $5.7 million and $5.2
million  for  the  years  ended  December 31, 2002 and 2001, 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.

On March 28, 2001, the Company announced that it had entered an agreement with a
NASD  approved  Underwriter,  referred  to  in  Company  communications  as  an
"institutional  private  equity investor," under which the Underwriter agreed to
purchase  shares  of  the  Company's  common  stock  over  the next three years.
Generally,  under  the  terms  of  the  agreement, the Underwriter has agreed to
purchase  such  amounts  of  common  stock  as  the  Company  elects to sell the
Underwriter.  The  purchase  price for the shares is generally the lesser of (1)
the  market  price  less  $0.075  per  share or (2) 93% of the market price. The
agreement  limits  the amount of common shares that the Underwriter is obligated
to  purchase  during  any  61-day  period  to  9.9%  of  the total common shares
outstanding  and is subject to an overall cap of $35 million over the three-year
term  of  the  agreement.  The  Underwriter's  obligation  to  purchase  shares
terminates  upon the occurrence of various events as specified in the agreement.
The actual amount of common stock that the Underwriter may purchase is dependant
on,  among  other  things,  (1)  the market price of the Company's stock and (2)
whether  a  termination  event  occurs.  The  agreement  must  be registered and
declared  effective  by the Securities and Exchange Commission. In consideration
for  executing  the agreement, the Underwriter will receive warrants to purchase
5,390,000  shares  of  Common  stock. There can be no assurance that the Company
will  sell  any  stock  to  the Underwriter under the terms of the agreement. No
activity  has  taken  place  on  this  agreement  as  of  this  reporting  date.

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 26)

NOTE  6.     CONCENTRATION  OF  CREDIT  RISK

The  Company  maintains  cash  balances  at  several  banks.  Accounts  at  each
institution are insured by the Federal Deposit Insurance Corporation for amounts
up  to  $100  thousand.

NOTE  7.     INVENTORIES

Inventories  at  December  31,  2002  were  as  follows:

<TABLE>
<CAPTION>
<S>                              <C>
                                  (In thousands)

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

                                 $            0
                                 ===============
</TABLE>

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

NOTE  8.     ACCOUNTS  RECEIVABLE

Majority  of  the  Company's account receivable was from 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
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.     PROPERTY  AND  EQUIPMENT

Net  property  and  equipment  at  December  31,  2002  was  as  follows:

<TABLE>
<CAPTION>
<S>                                           <C>
(In thousands)

Computers and equipment. . . . . . . . . . .  $     143
Furniture & equipment under capital leases .        537
Demonstration equipment. . . . . . . . . . .        127
Furniture and fixtures . . . . . . . . . . .         64
                                              ----------
                                                    871

Accumulated depreciation & amortization
(Including accumulated depreciation of
481,168 on leased assets and impairment). .       (781)
                                              ----------

                                              $      90
                                              ==========
</TABLE>

Depreciation  expense,  including  capital  lease  assets,  for  the years ended
December  31,  2002 and 2001 were $145 thousand and $259 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  10.     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.

On  April  16,  2001  the Company sold all of its investments in common stock of
Telenetics  Corporation.  The common stock was carried at fair value. During the
year  ended  December 31, 2001, the Company realized $397 thousand of losses and
$164  thousand  of  proceeds  from  sales  of  shares in the investment. Cost is
determined  based  on  specific  identification.

NOTE  11.     INTANGIBLE  ASSETS

The  Company  reviews  its  intangibles  for  impairment  whenever  events  and
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.  Management  evaluates  assets  for  impairment  by  comparing
undiscounted  future  cash  flows  to  the  carrying  amount  of the assets.  If
impairment  exists,  the amount of impairment is measured as the amount by which
the  carrying  amount  of the asset exceeds its fair value. Management evaluated
its intangible asset for impairment and wrote off the balance of goodwill in the
amount of $1.6 million as a loss in the year ended December 31, 2002 as required
by  SFAS  142  and  is  stated  in  Note  3  above.

NOTE  12.     ACCRUED  EXPENSES

Accrued  expenses  at  December  31,  2002  are  as  follows:

<TABLE>
<CAPTION>
<S>                                    <C>
(in thousands)

Accrued expenses. . . . . . . . . . .  $         745
Accrued payroll liabilities . . . . .            795
Accrued interest. . . . . . . . . . .            101
Accrued warranty expense. . . . . . .              2
Customer deposits . . . . . . . . . .              3
Customer prepaid communication costs.             27
                                       -------------
                                       $       1,673
                                       =============
</TABLE>

NOTE  13.     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:

<TABLE>
<CAPTION>
<S>                                   <C>
(in thousands)

     2003. . . . . . . . . . . . . .  $        150
     2004. . . . . . . . . . . . . .            27
     2005. . . . . . . . . . . . . .             4
                                      -------------
Total minimum lease payments . . . .           181
Less amount representing interest. .           (20)
                                      -------------
Present value of net lease payments.           161
Less current portion . . . . . . . .          (133)
                                      -------------
Long term portion. . . . . . . . . .  $         28
                                      =============
</TABLE>

NOTE  14.     NOTES  PAYABLE  TO  RELATED  PARTIES

Notes  payable  to  related  parties  at  December  31,  2002  were  as follows:

<TABLE>
<CAPTION>
<S>                                                                      <C>
(In thousands)

Note payable to a stockholder and officer of the Company. Unsecured,
   and interest at 8%.  Principal due February 2002.. . . . . . . . . .  $         2

Note payable to a stockholder and officer of the Company. Unsecured,
   and interest at 8%.  Principal due December 2003.. . . . . . . . . .           57


Notes payable to a stockholder and officer of the Company. Interest at
   8%.  Principal due at various dates through December 2003. . . . . .          186
                                                                         -----------

                                                                         $       245
                                                                         ===========
</TABLE>

The  Company  repaid  notes  payable  during the year ended December 31, 2002 to
related  parties  of  $19  thousand  through  the  issuance  of  stock.

The  total  interest expense on these notes for the year ended December 31, 2002
was  $11  thousand.

NOTE  15.     NOTES  PAYABLE

Notes  payable  at  December  31,  2002  were  as  follows:

<TABLE>
<CAPTION>
<S>                                                                       <C>
(In thousands)

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

Revolving Line-of-credit agreement with a commercial bank, which
   allows for advances up to a maximum of $150 thousand. The line
   expires on July 17, 2003. Interest at the bank's reference rate plus
   2.0% but not less than 8.5%. The line will be secured by company
   assets and personally guaranteed by a director and stockholder of
   the Company.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          59
                                                                          ----------

                                                                          $      379
                                                                          ==========
</TABLE>

NOTE  16.     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  issued  60  Class A preferred stock
convertible  into  $10,000 worth of shares of Greenland Corporation common stock
for  acquisition of investment (note 18) in the year ended December 31, 2001. On
June  10,  2002, this purchase agreement was rescinded and both parties returned
the  shares  received  upon  purchase.

The  Company  is  authorized  to  issue  10,000  shares  of  Class B convertible
preferred  stock with a face value of ten thousand Dollars ($10,000), with a par
value  to be determined at the discretion of the Board of directors. The Company
has  not  issued  any  Class  B convertible preferred stock through December 31,
2002.

The  Company  has  no convertible preferred stock outstanding as of December 31,
2002.

COMMON  STOCK  SPLIT

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

COMMON  STOCK  ISSUED

The  Company  issued 4.3 million and 515 thousand shares of its common stock for
services  during  the  years ended December 31, 2002 and 2001, respectively. The
Company has recognized expenses for such services in the amount of $681 thousand
and  $1.1  million  in  2002  and  2001,  respectively.

The  Company  issued  181 thousand and 37 thousand shares of common stock during
the  years  ended December 31, 2002 and 2001 in settlement of debts totaling $19
thousand  and  $185  thousand,  respectively.

The  Company  issued  20  thousand shares in the year ended December 31, 2001 to
acquire  assets  totaling  $20  thousand.

The  Company  issued  1.6  million  and  178 thousand shares of common stock for
salaries and employee reimbursement totaling  $196 thousand and $730 thousand in
2002  and  2001,  respectively.

In  2001,  the  Company  cancelled  8 thousand shares of common stock issued for
bonus  in  year  2000,  amounting  $199  thousand.

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

SUBSCRIBED  SHARES  UNISSUED

During  2001,  the  Company  had  $712 thousand for unissued shares of exercised
warrant.  This  amount  was reduced to $216 thousand in 2002. These amounts from
the  unissued  shares  are carried in the accompanying consolidated statement of
stockholders  equity.

WARRANTS  ISSUED

The  Company  issued  warrants to purchase 110 thousand shares in the year ended
December  31, 2001 in conjunction with notes and for other services. The Company
has  outstanding  warrant  of  77  thousand  shares  as  of  December  31, 2002.

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.

In  2002  and  2001,  the  Company issued non-qualified options to employees and
directors to purchase 14.1 and 1.1 million shares with a weighted average strike
price  of  $0.0035  and  $1.00  and  recorded  $92 thousand and $182 thousand of
expenses,  respectively.

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, 2002 and 2001: risk free interest rate of 3.5% and 6%;
dividend  yield  of  0%and  0%;  expected  lives  of the options of 5 years; and
volatility  of  209%  and  100%.

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, 2002 and 2001 are as
follows:

<TABLE>
<CAPTION>
<S>                                       <C>       <C>
(In thousands, except per share data)
                                             2002      2001
                                          --------  --------

Net Loss . . . . . . . . . . . . . . . .  $(5,714)  $(5,234)
Add: Adjustment to compensation expense.      (47)     (178)
Net loss, pro forma. . . . . . . . . . .   (5,761)   (5,412)
Loss per share, pro forma. . . . . . . .    (0.87)    (2.21)
</TABLE>

The following summary presents the incentive and non-qualified options under the
plan  granted, exercised, expired and outstanding at December 31, 2002 and 2001:

<TABLE>
<CAPTION>
<S>                                   <C>                <C>
                                      WEIGHTED AVERAGE
                                      NUMBER OF          EXERCISE
                                      SHARES             PRICE
                                      -----------------  --------------
                                         (In thousands)

Outstanding at January 1, 2001 . . .               737   $         3.50
    Granted. . . . . . . . . . . . .             1,139             1.00
    Exercised. . . . . . . . . . . .                 -                -
    Expired. . . . . . . . . . . . .              (620)            2.50
                                      -----------------  --------------
Outstanding at December 31, 2001 . .             1,256   $         1.73
                                      -----------------  --------------
    Granted in 2002. . . . . . . . .            14,100             0.01
    Exercised. . . . . . . . . . . .              (112)            0.92
    Expired. . . . . . . . . . . . .              (421)            0.75
                                      -----------------  --------------
Outstanding at December 31, 2002 . .            14,823   $         0.10
                                      =================  ==============
Options exercisable at Dec. 31, 2002            14,763   $         0.09
                                      =================  ==============
</TABLE>

The  weighted  average  grant date fair value of all options granted during 2002
and  2001  for options whose exercise price is less-than the market price of the
stock  on  the  date  of  grant  is  $0.01.

The  following  summary presents the weighted average exercise prices, number of
options  outstanding and exercisable, and the remaining contractual lives of the
Company's  stock  options  at  December  31,  2002:

<TABLE>
<CAPTION>
<S>              <C>                          <C>                          <C>     <C>
                 NON-EXERCISABLE OPTIONS      EXERCISABLE OPTIONS
                 ---------------------------  ---------------------------

                 WEIGHTED AVERAGE REMAINING   WEIGHTED AVERAGE REMAINING
                 CONTRACTUAL                  CONTRACTUAL
EXERCISE PRICE.  NUMBER                       LIFE                         NUMBER  LIFE
---------------  ---------------------------  ---------------------------  ------  ----
                              (in thousands)               (in thousands)

 $0.01 - $0.01.                       14,100                           10
0.01 - $14.5 .                           60                          8.5     663   8.5
</TABLE>

WARRANTS

The following summary presents warrants sold, exercised, expired and outstanding
at  December  31,  2002  and  2001:

<TABLE>
<CAPTION>
<S>                                        <C>                <C>
                                           WEIGHTED AVERAGE
                                           NUMBER OF          EXERCISE
                                           WARRANTS           PRICE
                                           -----------------  -----------
                                              (in thousands)

Outstanding at January 1, 2001. . . . . .               912   $     50.00
    Issued. . . . . . . . . . . . . . . .               110          6.50
    Exercised . . . . . . . . . . . . . .              (121)         2.00
    Expired . . . . . . . . . . . . . . .              (588)        43.00
                                           -----------------  -----------
Outstanding at December 31, 2001. . . . .               313         66.50
                                           -----------------  -----------
    Issued in 2002. . . . . . . . . . . .                 -             -
    Exercised . . . . . . . . . . . . . .                 -             -
    Expired . . . . . . . . . . . . . . .               236         61.30
Outstanding at December 31, 2002. . . . .                77   $      8.00
                                           =================  ===========
Warrants exercisable at December 31, 2002                77   $      8.00
                                           =================  ===========
</TABLE>

The  following  summary  presents  the  exercise  prices,  number  of  warrants
outstanding  and  exercisable,  and  the  remaining  contractual  lives  of  the
Company's  stock  warrants  at  December  31,  2002:

<TABLE>
<CAPTION>
<S>              <C>                          <C>
                 OUTSTANDING WARRANTS
                 ---------------------------

                 WEIGHTED AVERAGE REMAINING
                 CONTRACTUAL
EXERCISE PRICE.  NUMBER                       LIFE
---------------  ---------------------------  ---------
                              (in thousands)

2.50 - $12.50.                           77  1.0 years
</TABLE>

NOTE  17.     PROVISION  FOR  INCOME  TAXES

The  total  change  in  the valuation allowance from continuing and discontinued
operations  for  the years ended December 31, 2002 and 2001 was $2.3 million and
$1.7million,  respectively.

Income  tax benefit at the federal statutory rate is reconciled to the Company's
actual  income  tax  provision  as  follows:

<TABLE>
<CAPTION>
<S>                                                    <C>     <C>
(in thousands). . . . . . . . . . . . . . . . . . . .    2002    2001
                                                       ------  -------

Current:
     Federal. . . . . . . . . . . . . . . . . . . . .  $  -0-  $  -0-
     State. . . . . . . . . . . . . . . . . . . . . .       2       2
                                                       ------  -------
                                                            2       2
                                                       ------  -------
Deferred:
     Federal. . . . . . . . . . . . . . . . . . . . .   1,002    (645)
     State. . . . . . . . . . . . . . . . . . . . . .     177    (163)
     Tax benefit of net operating loss carryforwards.   1,100   2,530
                                                       ------  -------
                                                        2,279   1,722
     Change in valuation allowance. . . . . . . . . .   2,277   1,720
                                                       ------  -------
                                                       $    2  $    2
                                                       ======  =======
</TABLE>

Income  tax benefit at the federal statutory rate is reconciled to the Company's
actual  income  tax  provision  (in  thousands)  as  follows:

<TABLE>
<CAPTION>
<S>                                             <C>    <C>
                                                2002   2001
                                                -----  -----

Tax expense (credit) at statutory rate-federal  (34)%  (34)%
State tax expense net of federal tax . . . . .    (6)    (6)
Permanent differences. . . . . . . . . . . . .     2      2
Changes in valuation allowance . . . . . . . .    38     38
                                                -----  -----
Tax expense at actual rate . . . . . . . . . .     -      -
                                                -----  -----
</TABLE>

The  Company's  total  deferred  tax  assets  and  deferred  tax liabilities (in
thousands)  at  December  31,  2002  and  2001  are  as  follows:

<TABLE>
<CAPTION>
<S>                                     <C>                 <C>
                                                     2002                2001
                                        ------------------  ------------------
Deferred tax asset:
     Net operating loss carryforwards.  $          10,291   $           9,015
     AR receivable allowance . . . . .                103                   -
     Impairment of assets. . . . . . .              1,005                   -
     Capital loss carryforward . . . .                  -                 389
     Other . . . . . . . . . . . . . .                127                 108
                                        ------------------  ------------------
          Total deferred tax asset:. .             11,526               9,512
     Valuation allowance . . . . . . .            (11,315)             (9,038)
                                        ------------------  ------------------
          Net deferred tax asset . . .                211                 474
                                        ------------------  ------------------

Deferred tax liability:
     State income tax. . . . . . . . .                211                 463
     Other . . . . . . . . . . . . . .                  -                  11
                                        ------------------  ------------------
          Total deferred tax liability                211                 474
                                        ------------------  ------------------
          Net deferred tax . . . . . .  $               0   $               0
                                        ------------------  ------------------
</TABLE>

Federal  and  state  net  operating  loss carryforwards of $25,727 thousand will
expire  through  2022  and  2007,  respectively. The valuation allowance will be
evaluated  at  the  end of each year, considering positive and negative evidence
about  whether  the  asset  will  be  realized. At that time, the allowance will
either  be  increased  or  reduced;  reduction  could  result  in  the  complete
elimination  of  the  allowance if positive evidence indicates that the value of
the  deferred  tax  asset  is  no longer impaired and the allowance is no longer
required.

Because  the Company underwent an ownership change, as defined in Section 382 of
the  Internal  Revenue  Code, the Company's tax net operating loss carryforwards
generated  prior  to the ownership change may be subject to an annual limitation
which  could  reduce  or  defer  the  utilization  of  those  net operating loss
carryforwards.

NOTE  18.     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.

The  Company has no convertible preferred stock outstanding through December 31,
2002.

NOTE  19.     EARNINGS  PER  SHARE

Basic  and  diluted  net loss per share for the year ended December 31, 2002 and
2001  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>
<S>                                                            <C>            <C>
                                                                       2002            2001
                                                               -------------  --------------
Numerators for basic and diluted earnings per share -
     Net loss . . . . . . . . . . . . . . . . . . . . . . . .        (5,714)         (5,234)
Denominator for basic and diluted loss per share
     Adjusted weighted-average shares and assumed conversions         6,634           2,444

Basic earnings (loss) per share:
     Net loss . . . . . . . . . . . . . . . . . . . . . . . .  $      (0.86)  $       (2.14)
                                                               =============  ==============

Diluted earnings (loss) per share:
     Net loss . . . . . . . . . . . . . . . . . . . . . . . .  $      (0.86)  $       (2.14)
                                                               =============  ==============
</TABLE>

Outstanding  options and warrantswere not included in the computation of diluted
EPS  because  the  effect  of  their  exercise  would  be  anti-dilutive.

NOTE  20.     SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS

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

The  Company  issued 4.3 million and 515 thousand shares of its common stock for
services  during  the  years ended December 31, 2002 and 2001, respectively. The
Company has recognized expenses for such services in the amount of $681 thousand
and  $1.1  million  in  2002  and  2001,  respectively.

The  Company  issued  181 thousand and 37 thousand shares of common stock during
the  years  ended December 31, 2002 and 2001 in settlement of debts totaling $19
thousand  and  $185  thousand,  respectively.

The  Company  issued  20  thousand shares in the year ended December 31, 2001 to
acquire  assets  totaling  $20  thousand.

The  Company  issued  1.6  million  and  178 thousand shares of common stock for
salaries and employee reimbursement totaling  $196 thousand and $730 thousand in
2002  and  2001,  respectively.

In  2001,  the  Company  cancelled  8 thousand shares of common stock issued for
bonus  in  year  2000,  amounting  $199  thousand.

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

In  2001, the Company issued 60 shares of class A convertible preferred stock to
acquire  100,000  shares  of ZZYZX. The Class A Preferred stocks are convertible
into  $600  thousand worth of shares of the Company common stock. In 2002, these
shares  were  returned  when  the  agreement  was  rescinded.

In  2002  and  2001,  the  Company issued non-qualified options to employees and
directors  to purchase 14.1 and 5.5 million shares and recorded $92 thousand and
$182  thousand  of  expenses,  respectively.

NOTE  21.     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,  2002  (in  thousands):

<TABLE>
<CAPTION>
<S>                                     <C>       <C>           <C>            <C>
                                        Sales     Processing
                                        Segment   Segment       Unallocated    Total
                                        --------  ------------  -------------  --------

Revenue. . . . . . . . . . . . . . . .  $    -0-  $       -0-   $        -0-   $   -0-
Gross margin . . . . . . . . . . . . .       -0-          -0-            -0-       -0-
Depreciation and amortization. . . . .       -0-          406             76       482
Interest expense . . . . . . . . . . .       -0-          -0-            117       117
Other, net . . . . . . . . . . . . . .       -0-          -0-         (5,115)   (5,115)
Loss from continuing operations before
   income taxes. . . . . . . . . . . .       -0-         (406)        (5,308)   (5,714)

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

The  following is information for the Company's reportable segments for the year
ended  December  31,  2001  (in  thousands):

<TABLE>
<CAPTION>
<S>                              <C>              <C>        <C>            <C>
                                 Processing
                                 Sales Segment    Segment    Unallocated    Total
                                 ---------------  ---------  -------------  --------

Revenue . . . . . . . . . . . .  $          128   $    395   $        -0-   $   523
Gross margin. . . . . . . . . .            (189)      (164)           -0-      (353)
Depreciation and amortization .              13        412            342       767
Interest expense. . . . . . . .             -0-        -0-            134       134
Other, net. . . . . . . . . . .             -0-        -0-         (4,176)   (4,176)
Loss from continuing operations
   before income taxes. . . . .            (189)      (164)        (4,652)   (5,005)

Identifiable assets . . . . . .             337      2,992            697     4,026
Capital expenditures. . . . . .             -0-        -0-             61        61
</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  22.     OPERATING  LEASE

The  Company  had  lease  agreement for its office facilities under an operating
lease  expiring  August 14, 2003 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  23.     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  24.     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, 2002 and 2001.

NOTE  25.     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.

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 is continuing its
efforts  to  collect  on  the  judgment.

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.  This  case  is  set  for  trial  in  April,  2003.

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
action against the Company has been consolidated with the Company's legal action
against  Intellicorp.  The Company believes that it has   a valid defense to the
allegations  of  Mr.  Farrow.

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.

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 Company believes it has valid defenses to the allegations.
Mr.  Ellis  appears to have abandoned this action in arbitration and has elected
to  pursue  a  civil  suit.

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. The
Company  believes  it  has  valid  defenses to the allegations.  This amount was
recorded  as  a  liability  in  the  consolidated  financial  statements.

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. This amount was
recorded  as  a  liability  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  26.     SUBSEQUENT  EVENTS

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. The warrants have been
exercised,  but  are deliverable pursuant to the terms of the Closing Agreement,
which  details  certain  sales  performance  provisions.

Subsequent to December 31, 2002, 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,  2002,  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.
We  estimate  the purchase price to be $1,250,000, 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, subject to audited financial statements as of March 31,
2003.  We  will  provide  details  of  the  transaction  on  Form  8-K.

Subsequent  to  December  31,  2002, 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.

Subsequent  to December 31, 2002, 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 estimates that the acquired business will result
in  revenues  of  approximately  $15,000,000  in  fiscal  2003.

ITEM  8.

CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND FINANCIAL
DISCLOSURE

None

<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,  2002  are  as  follows:

<TABLE>
<CAPTION>
<S>                 <C>  <C>    <C>
NAME . . . . . . .  AGE  SINCE  DIRECTOR TITLE
------------------  ---  -----  ------------------------------------

Thomas Beener. . .   53   1999  Director and Chief Executive Officer
Brian Bonar. . . .   55   2003  Chairman of the Board of Directors
Richard H. Green .   66   2003  Director
Robert A. Dietrich   57   2003  Director
Eric W. Gaer . . .   54   2003  Director
Gene Cross . . . .   66   1998  Director
George Godwin. . .   66   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 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:

<TABLE>
<CAPTION>
<S>            <C>  <C>
 NAME . . . .  AGE  POSITION
-------------  ---  ------------------------

Thomas Beener   53  Chief Executive Officer
Brian Bonar .   55  Chairman of the Board
James Downey.   54  Chief Accounting Officer
</TABLE>

     Mssrs.  Bonar  and  Downey  became  officers of the Company in January 2003
following  the  acquisition  of  controlling  interest  in  the  Company.

ITEM  11.     EXECUTIVE  COMPENSATION.
--------      -----------------------

<TABLE>
<CAPTION>
<S>                           <C>        <C>           <C>                      <C>           <C>         <C>
SUMMARY COMPENSATION TABLE
                              LONG TERM
                              ANNUAL     COMPENSATION  COMPENSATION AWARDS (4)
                              ---------  ------------  -----------------------
                              FISCAL     OTHER ANNUAL  OPTIONS/                 OTHER
NAME AND PRINCIPAL POSITION.  YEAR       SALARY        BONUS                    COMPENSATION  SARS (#)    COMP
                              ---------  ------------

Thomas Beener. . . . . . . .       2002             -                        -             -   4,500,000     -
Chief Executive Officer. . .       2001        72,964                        -             -     325,005     -

Thomas Hyde, Jr. (1) . . . .       2002        20,833                        -       280,000           -     -
Chief Executive Officer (5).       2001        26,042                        -             -           -     -

Louis T. Montulli (2). . . .       2002             -                        -             -           -     -
Chief Executive Officer. . .       2001        11,575                        -             -     144,005     -

Max Farrow (3) . . . . . . .       2002             -                        -             -           -     -
President. . . . . . . . . .       2001        15,537                        -             -      21,335
</TABLE>

(1)  Mr.  Hyde  resigned  from  the  Company  in  April  12,  2002.
(2)  Mr.  Montulli  resigned  from  the  Company  in  January  2001.
(3)  Mr.  Farrow  resigned  from  the  Company  in  January  2001.
(4)  As  adjusted  for  1:50  reverse  split  in  September  2002.
(5)  Mr.  Hyde's other compensation was related to severance pay, paid in shares
of  Greenland  common  stock.

OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR

     The  following  table  provides  information on Options/SARs granted in the
2002  Fiscal  Year  to  the  Named  Officers.

<TABLE>
<CAPTION>
<S>            <C>            <C>            <C>                   <C>           <C>                <C>


               NUMBER OF      PERCENT OF     POTENTIAL REALIZABLE
               SECURITIES     TOTAL          VALUE AT ASSUMED
               UNDERLYING     OPTIONS/SARS   ANNUAL RATES OF
               OPTIONS/SARS   GRANTED TO     EXERCISE OR           STOCK PRICE
               GRANTED (#)    EMPLOYEES IN   BASE PRICE            EXPIRATION    APPRECIATION FOR
NAME. . . . .            (1)                 FISCAL YEAR              ($/SHARE)  DATE               OPTION TERM (2)
-------------  -------------                                                                        ----------------
                      5% ($)        10% ($)
               -------------

Thomas Beener     4,500,000             32%                 .0035  N/A           $           2,250  $          4,500

</TABLE>

(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,  2003  ($0.01).

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

     The  following  table  provides information on option exercises in the 2002
Fiscal  Year  by  the  Named  Officers  and  the  value  of such Named Officers'
unexercised  options at December 31, 2002. Warrants to purchase Common Stock are
included  as  options. No stock appreciation rights were held by them at the end
of  the  2002  Fiscal  Year.

<TABLE>
<CAPTION>
<S>            <C>           <C>             <C>                         <C>                         <C>      <C>


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

Thomas Beener             -               -                   4,825,005                           -  $48,250  $-

</TABLE>

(1)  At  the 2002 fiscal year end, the closing price of the Common Stock on that
date  as  quoted  by  the  NASD
       Electronic Bulletin Board was $0.01. Share amounts have been adjusted for
the  1-for-50  reverse  split  in
       September  2002

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, 2003, 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.

<TABLE>
<CAPTION>
<S>                         <C>         <C>
NAME . . . . . . . . . . .  NO. SHARES  PERCENT OF CLASS (1)
--------------------------  ----------  --------------------

Thomas Beener (2). . . . .   9,825,005                  7.2%
Brian Bonar (3). . . . . .   3,007,500                  2.2%
Richard Green (4). . . . .   2,500,000                  1.8%
Robert Dietrich (4). . . .   2,500,000                  1.8%
Eric Gaer (4). . . . . . .   2,748,000                  2.0%
George Godwin(4) . . . . .   3,012,000                  2.2%
Gene Cross (4) . . . . . .   4,509,000                  3.3%
All current directors and
   executive officers
   (group of 7) (5). . . .  28,101,505                 20.5%
</TABLE>


     (1)  Percentage of ownership is based on 137,092,181 shares of Common Stock
outstanding  on March 31, 2003. (Adjusted for a 1-for-50 reverse split effective
September  2002).  Shares of Common Stock subject to stock options, warrants and
convertible  securities  which  are currently exercisable or convertible or will
become exercisable or convertible within 60 days after March 31, 2003 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.

     Pursuant to an Agreement to Acquire Shares with ITEC, shareholders approved
the  sale of 115,102,900 shares to ITEC, which is equivalent to 90% ownership of
the  issued  and  outstanding  shares  at August 9, 2002. At March 31, 2003, the
ITEC-owned  shares  account  for 84% of the total issued and outstanding shares.

     (2)  Including  options  now  exercisable  to  purchase 5,000,000 shares of
Greenland  common  stock at $.01 per share, 4,500,000 shares of Greenland common
stock  at  $.0035  per  share, 90,000 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  or  will  become  exercisable  within 60 days after March 31, 2003.

     (4)  Includes  warrants  to  purchase  2,500,000  shares that are currently
exercisable  or  will  become  exercisable  within 60 days after March 31, 2003.

     (5)  Includes  warrants  to  purchase  18,000,000 shares that are currently
exercisable  or  will  become  exercisable  within 60 days after March 31, 2003.

ITEM13.     CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS.
------      ------------------------------------------

     None.

<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.

     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.

     10(m)     Promissory Note, dated March 1, 2003, payable to StaffPro Leasing
2  by  Greenland  Corporation.

     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.

<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,  2003

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>
<S>                            <C>                                                          <C>
SIGNATURE . . . . . . . . . .  TITLE                                                        DATE
-----------------------------  -----------------------------------------------------------  -------------

  Chief Executive Officer and
/s/ Thomas Beener . . . . . .  Director
-----------------------------
Thomas Beener . . . . . . . .  (Principal Executive Officer )                               April 7, 2003

/s/ Gene Cross. . . . . . . .  Chairman of the Board of Directors Chief Financial Officer
-----------------------------
Gene Cross. . . . . . . . . .  (Principal Accounting Officer)                               April 7, 2003
/s/ George Godwin
-----------------------------
George Godwin . . . . . . . .  Director                                                     April 7, 2003
</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.