<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

                         SECURITIES EXCHANGE ACT OF 1934



                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                             COMMISSION FILE NUMBER:
                                     017833

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

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

             100 E. San Marcos Blvd, Suite 400, San Marcos, CA 92069
              (Address and zip code of principal executive offices)
                                 (760) 510-5986
              (Registrant's telephone number, including area code)

                    17075 Via Del Campo, San Diego, CA 92127
                                 (Prior Address)
                                 (858) 451-6128
                            (Prior telephone number)

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, 2005, the aggregate market value of the voting stock held by
non-affiliates of the registrant was 95,397,365 based upon a $0.015 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
               113,022,365 SHARES OUTSTANDING AS OF MARCH 31, 2005
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None
      Traditional Small Business Disclosure Format (check one): [X] YES NO

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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.

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

         In April 2001, we suspended our back-office support of its check
cashing operations. This decision was in part the result of litigation with our
then software developer over access to and ownership rights of the Check Central
Software. We then 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.

         Implementing the strategy to pursue sales of the MAXcash ABM to
customers that have their own processing capabilities, 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.

         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.

         With little or no revenue being generated form check-cashing
activities, in August 2002, we signed an agreement, subject to closing, to sell
60% of our total issued and outstanding shares of common stock to Imaging
Technologies Corporation ("ITEC") plus warrants to purchase an additional 30% of
the Company's total issued and outstanding shares of common stock. In addition
four members of the ITEC Board of Directors joined the Company's Board. The
Closing was in January 2003.

         Related to the ITEC transaction, the Company in August 2002, 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


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programs, personnel records management, employer liability management, employee
recruiting and selection, performance management, and training and development
services. ITEC as part of the purchase transaction was to supply certain PEO
clients to ExpertHR.

          The Company then completed three acquisitions to commence its PEO
operations and added another wholly-owned subsidiary, ExpertHR-Michigan: to
handle certain accounts. (i) In February 2003, we entered into an Agreement and
Assignment of Rights to acquire all right, title, and interest in and to the
rights and benefits arising under or out of PEO service agreements with certain
existing clients of Accord Human Resources, Inc, an Oklahoma corporation. (ii)
In March 2003, we entered into an Agreement and Assignment of Rights to acquire
all right title and interest in and to the rights and benefits arising under or
out of personal staffing agreements with the existing clients of Staff Pro
Leasing, Inc and Staff Pro Leasing 2, both Michigan corporations. (iii) In April
2003, we entered into a Stock Purchase Agreement, along with ITEC, to acquire an
Oklahoma-based PEO company, which we have organized as ExpertHR-OK, a
wholly-owned subsidiary of Greenland. The Oklahoma facilities and personnel
provide a substantial amount of the administration duties associated with our
PEO business, including the implementation of system software.

         On February 11, 2004 the Company entered into an agreement with Imaging
Technologies Corporation ("ITEC") whereby, among other conditions (see "Business
Operation") ITEC agreed to (i) return all but 19,183,390 shares of the Company
common stock received in connection with their purchase of the Company stock on
January 2003 (including shares received in connection with exercise of warrants)
and (ii) cause all members of the Company board of directors who also serve on
ITEC board to resign from the Company's board; Brian Bonar, Eric Gaer, Richard
Green and Robert Dietrich. As a result of this transaction ITEC was no longer
the controlling shareholder nor does ITEC board members control the Company
Board of Directors. During the period that ITEC controlled the Company,
management had significant disagreements with ITEC over use of funds, including
up-streaming of approximately $1,300,000, accounting policies and failure to pay
taxes and conflicts of interest by ITEC Board members and legal counsel selected
by ITEC.

         During, 2004, the Company's business operations was the PEO business
with limited activity from any check cashing activities. The Company initially
believed that certain PEO customers may have an interest in purchasing the
MaxCash ABM but results in 2004 did not reflect success.

         Our current strategy is: (1) to expand our PEO business through the use
of our sales force and strategic acquisitions and (2) add various collateral
services to the PEO services.

         The Company will no longer pursue it's check cashing operations in
2005.

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

         Our principal executive offices are located 100 E. San Marcos Blvd,
Suite 400, San Marcos, CA 92069. Our main phone number is (760) 510-5986.


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.

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

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

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

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

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

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.

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

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

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

         The Company adopted the strategy of the sale MAXcash ABM to PEO's
and/or license our backend technology to those customer who wish to perform
their own backend processing. This eliminates any risk to the Company for bad
checks, pay day advances and need to add personnel and incur additional
operating expenses. Unfortunately, this strategy, for a variety of reasons,
including lack of funds, inability to update the technology and market
acceptance, has proved unsuccessful and the Company has determined that it is in
the best interest of the Company to not pursue any check cashing activities in
2005 and in the future.

         During fiscal 2003, Imaging Technologies Corporation ("ITEC") was the
controlling shareholder of the Company and the Company Board of Directors,
consisting of seven members was controlled by four board members who were also
members of the ITEC. In that capacity, ITEC directed that ITEC control finance
and other operational matters. However, in October 2003, the Company gained
control of its finances and certain operational functions and began to address
the various financial and operational problems it inherited including non
payment taxes, failure to comply with certain regulatory agencies, worker's
compensation, legal issues and the up-streaming of approximately $1,300,000 from
the Company to ITEC. The Company entered into an agreement with Imaging
Technologies Corporation ("ITEC") on February 11, 2004 whereby the Company

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

         The control by ITEC resulted in the Company facing many serious
problems in 2004 and into 2005 including, loss of the Oklahoma business in
November 2003, tax liabilities with the Internal Revenue Service and the EDD and
loss of significant cash and resulting inability to pay obligations of the
Company. The Company has initiated action to address these problems (see" Legal
Matters").

         On February 13, 2004 the Company entered into a transaction with ePEO,
Link, Inc., an Idaho based PEO, to acquire their client base of approximately
$33,000,000 and assume certain liabilities. In February the Department of
Insurance of the State of Idaho ("DOI") issued a temporary restraining order
against ePEO to prohibit the sale or transfer of any assets. The Company
withdrew its offer to purchase and is awaiting a decision from the Department of
Insurance of the State of Idaho regarding the transaction. The Company is
presently in discussions with the DOI and ePEO and although there can be no
assurances that a transaction will be completed and if so, on what terms or
conditions. The Company is optimistic that the transaction will be completed
(see "Subsequent Events").

         Effective April 1, 2004, the Company entered into an agreement with
KEBS, INC., a Pennsylvania based PEO whereby the Company acquired all right
title and interest in and to all the rights and benefits arising out of the
Client Service Agreements with the existing clients of KEBS.

         Effective January 2004, all processing and related services were
transferred from the properitery system in Oklahoma (the Company acquired a
license to the properitery system as part of the purchase of ExpertHR of
Oklahoma) to a more common system to save substantial costs associated with
maintenance and upgrades. In March 2004, the Company closed the Oklahoma office
at a substantial cost savings to the Company.

         Commencing January 2004, San Diego serves not only as corporate
headquarters but also, as the center for processing and most administrated
services related to the PEO operations. Our Michigan office is also responsible
for some processing and sales operations.

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

         The Company believes that business operations have been severely
restricted because of the litigation with Viper Networks, Inc. (see "Legal
Matters") and the pending obligations with the Internal Revenue Service and the
EDD. The Company believes it will prevail against Viper and/or Viper's officers
and directors.

         The Company continues to consolidate its operations and believes if it
can resolve certain pending issues such as Viper, it is well positioned to
operate in a financially prudent manner.

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BUSINESS STRATEGY

         During 2004, our goal was to achieve operating revenues and profits
from our two business units. Our PEO business, which was activated primarily in
the first quarter of 2003 was and is expected to provide large incremental
revenues. We believe that we can achieve an operational break even point with
the addition of approximately 500 work site employees. Our technology business,
anchored by our MAXcash ABM system, was expected to grow in the future mainly
through machine sales to PEO clients. However, based on lack of success and lack
of available funds related to the sale of the MaxCash ABM, management decided to
cease its sales efforts related to the system.

CHECK CASHING

         During 2004, while our market focus was on sales of our MAXcash ABM
kiosk, we hoped 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. However, our efforts did not produce results and based on lack of
success and lack of available funds related to these efforts management decided
to cease its sales efforts related to the system. In the event an unexpected
opportunity arises, the Company will reconsider its decision. The decision does
not have a material impact on the Company, in that no revenues were derived in
2004 and the value of the system has been completely written off as an asset.

PROFESSIONAL EMPLOYMENT ORGANIZATION

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


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

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

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

         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.

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         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.

         On February 13, 2004 the Company entered into a transaction with ePEO,
Link, Inc., an Idaho based PEO., to acquire their client base of approximately
$33,000,000 and assume certain liabilities. In February the Department of
Insurance of the State of Idaho issued a temporary restraining order against
ePEO to prohibit the sale or transfer of any assets. The Company withdrew its
offer to purchase and is awaiting a decision from the Department of Insurance of
the State of Idaho regarding the transaction. The Company is presently in
discussions with the DOI and ePEO and although there can be no assurances that a
transaction will be completed and if so, on what terms or conditions. The
Company is optimistic that the transaction will be completed (see "Subsequent
Events"). If the Company is successful in this acquisition, the transaction
should have a material positive affect on the Company's operations.

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

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

         In March 2003, we entered into an Agreement and Assignment of Rights to
acquire all right title and interest in and to the rights and benefits arising
under or out of personal staffing agreements with the existing clients of Staff
Pro Leasing, Inc and Staff Pro Leasing 2, both Michigan corporations. The
Company has been unable to retain the majority of these clients and is in
negotiations with Staff Pro to resolve an issue as to funds owed Staff Pro that
may involve the return of the balance of the clients previously purchased from
Staff Pro to Staff Pro.

         Although in 2003 we successfully implemented our strategy of growth by
acquisition, unfortunately the Company has been unsuccessful in client
retention. Management believes this is a combination of factors including,
issues involving litigation, lack of available funds, prior involvement with
Imaging Technologies Corporation and issues with taxing authorities. Management
continues to address these issues and focus on client retention.

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

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MANUFACTURING, PRODUCTION, AND SOURCES OF SUPPLY

         Previously we outsourced 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 purchased
and/or licensed 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.

         Management has made the decision to discontinue its sales/licensing
efforts related to the MaxCash ABM and/or the software.

WARRANTY/MAINTENANCE

         Previously we provided a one year full parts and labor warranty for the
MAXcash ABM and an extended maintenance plan at additional cost to the
purchaser. Management has made the decision to discontinue its sales/licensing
efforts related to the MaxCash ABM and/or the software.

RESEARCH AND DEVELOPMENT

         The markets for our check cashing products and services are
characterized by evolving technology, new product introductions, and price
competition.. Advances in technology require ongoing investment. (ALSO SEE
"RISKS AND UNCERTAINTIES.") Management has made the decision to discontinue its
sales/licensing efforts related to the MaxCash ABM and/or the software

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. Management has made the decision to
discontinue its sales/licensing efforts related to the MaxCash ABM and/or the
software.

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

         Management has made the decision to discontinue its sales/licensing
efforts related to the MaxCash ABM and/or the software.

PERSONNEL

         Including officers, we employed 16 full-time employees at December 31,
2004. As of the date of this filing, the Company and its subsidiaries employs 8
full-time employees. We also use independent consultants and contractors for a
variety of tasks, including, shareholder relations, and sales and marketing.
None of our employee's are covered by collective bargaining agreements and we
considers our employee relations to be satisfactory.

                                       9


<PAGE>

GOVERNMENT REGULATION

         We were subject to regulation in several jurisdictions in which we
operated, 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.

         Management has made the decision to discontinue its sales/licensing
efforts related to the MaxCash ABM and/or the software.

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.

                                       10


<PAGE>

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

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

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

GOING CONCERN CONSIDERATIONS

         At December 31, 2004, 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, 2004, our net loss was $3.2 million and
our decrease in net worth was $41 million. At December 31, 2004 our negative
working capital was $8.7 million. Specific steps that we have taken to address
these problems include entering the PEO business, which is expected to provide
revenues and profits in the future. Additionally, we have reduced overhead costs
through such actions as reductions in our work force and the relocation of our
facilities to reduce rent payments.

         Furthermore, we plan to overcome the circumstances that impact our
ability to remain a going concern through a combination of increased revenues
and decreased costs with interim cash flow deficiencies being addressed through
additional equity financing. We also plan to pursue the acquisition of business
units that will be consistent with our PEO business strategies. We anticipate
that all of these initiatives will be carried out throughout the fiscal year
ending December 31, 2005.

RISKS AND UNCERTAINTIES

LIMITED OPERATING HISTORY:

         We began our check cashing operations in 1998 and have been inactive
for a substantial period of time, although we continued to attempt sales of
machines and licensing of software. 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.

                                       11


<PAGE>

         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, 2004 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 FLUCTUATON 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. Furthermore, quarterly results are not necessarily
indicative of future performance for any particular period.

GOVERNMENT REGULATION:

         We are subject to regulation in several jurisdictions in which we
operate. 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 operate, 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.

                                       12


<PAGE>

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.

                                       13


<PAGE>

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.

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.

                                       14


<PAGE>

         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.

                                       15


<PAGE>

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.

RESOLUTION OF LITIGATION:

         A key component to the Company will be the resolution of certain
litigation, primarily with Viper Networks, Inc and the sale of the Viper stock
owned by the Company.

PAYMENT OF TAXES:

         The Company is working with the Internal Revenue Service and the EDD to
resolve certain past due tax obligations. In the event the Company is
unsuccessful, the taxing authorities could take action against the Company that
would have a material adverse impact and could halt the Companies operations.

ABSENCE OF DIVIDENDS:

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

LIQUIDITY OF COMMON STOCK:

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

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

                                       16


<PAGE>

ITEM 2.

DESCRIPTION OF PROPERTY

We currently occupy approximately 1,000 square feet of office space at 100 E.
San Marcos Blvd, Suite 400, San Marcos, California. on a month-to-month basis.


ITEM 3.

LEGAL MATTERS

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

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

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

                                       17


<PAGE>

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

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

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

         The Company entered in a settlement with Mr. Ellis of all matters in
consideration of 1,000,000 shares of the Company stock. The company had accrued
$60,000 on the books as a liability. The company recorded a gain of $45,000 on
the settlement of debt 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. The Company was
unable to comply with terms of settlement and NKS has entered a judgment against
the Company for $100,000. This amount was recorded as a liability in the
consolidated financial statements.

         On July 30, 2003, the Company commenced a legal action against CardPlus
International, Inc., in Superior Court in San Diego California seeking damages
in connection with the sale of five MaxCash ABM's and the licensing of the
Company's CCBO back office processing software. The Company has filed a motion
in 2003 with the Court for a default judgment of approximately $500,000 against
CardPlus. CardPlus did not appear and a default was entered. The Company
obtained a judgment against CardPlus and has turned the matter over to
collections company.

         The Company has been notified by Accord of Oklahoma that it is owed
fees or royalties based on a percentage of gross revenues received by the
Company on certain business acquired by the Company from Accord. Accord filed an
action for arbitration in Oklahoma City, Oklahoma seeking damages of
approximately $300,000. The company has accrued the amount in the accompanying
financials. Dalarada Finance Corporation (formerly Imaging Technologies
Corporation) is a guarantor of the payment of sums due under the agreement
between the Company and Accord and is also a named party in the action.

                                       18


<PAGE>

         On May 14, 2004 the Company commenced an action in Superior Court in
San Diego County against Kelly Allee, Dawn Jefferies and Outsource Now, Inc.
seeking damages for interference with client's relationships and improper use of
confidential information. Ms. Allee was a former employee of ExpertHR. The
Company is in discussions with all defendants.

         On June 11, 2004 Viper Networks, Inc filed an action in Superior Court
seeking among other things, recession of the April 25, 2003 agreement with the
Company, damages and a Temporary Restraining Order preventing the Company from
selling the shares of common stock of Viper that the Company owns. On June 22,
2004 a hearing was held at which time the court granted Vipers request for the
TRO, provided Viper post a $15,000 undertaking. The TRO became effective at
posting of the undertaking which Viper did on June 28, 2004. The court scheduled
a hearing for July 9, 2004. On July 8, 2004, the court issued a Tentative Ruling
denying Viper's motion for Preliminary Injunction. On July 9, 2004, a hearing
was held on the issue and on July 14, 2004, the court issued its order adopting
the Tentative Ruling, denying Viper's motion for Preliminary Injunction and
thereby extinguishing the previously granted Temporary Restraining Order.

         Viper then sought, ex parte, to stay the court's order pending some
form of an appeal by Viper. A hearing was held on July 19, 2004, and the court
denied Viper's request. In October 2004, the Court sent all matters before the
San Diego Court to Arbitration. Presently the court proceedings are stayed
pending arbitration. The Arbitration proceeding is pending with scheduling dates
to be set at a later date.

         August 5, 2004 the Third Judicial District Court in and For Salt Lake
County, State of Utah issued an order dissolving an order to Interplead Stock
entered by the Court on August 3, 2004 on behalf of Viper Networks. Furthermore
the Court stated: Because the Ex Parte Order to Interpleader Stock granted
injunctive relief and was WRONGFULLY entered, that the Company is entitled to
its reasonable attorney fees in an amount to be established.

         On December 9, 2004, the Court issued a Preliminary Injunction against
Viper ordering Viper to cooperate in the sale of Viper Stock by the Company. On
or about January 13, 2005, the Court issued a show cause order whereby Viper is
required to show cause why it should not be held in contempt for violating the
Court's previous order. On March 8, 2005 the Court found Viper not to be in
contempt, re-affirmed its December 9, 2004 order and refused to clarify the
December 9, 2004 order.

         The Company continues to have pending in the Utah court and action
against Viper and InterWest transfer seeking $500,000 of damages. This action
will likely be stayed pending outcome of the Arbitration proceeding in San
Diego.

         In summary, this dispute arose in connection with the Company's
acquisition of shares of Viper Networks pursuant to a contract entered into on
or about April 25, 2003. Under Rule 144 of the Securities Act, once the stock
has been held for one year, said shares can be sold pursuant to Rule 144. The
Company commenced steps to sell the stock on or about May 3, 2004 at which time
it was informed that Viper would "block" any attempted sale.

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

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

                                       19


<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, 2004 between $0.002 and
$0.022 per share. The number of shares of record of common stock, $.001 par
value, was 113,022,365 at December 31, 2004 and 113,022,365 at March 31, 2005.
The following table sets forth the quarterly high and low last sales prices per
share for the common stock as reported by the OTC Electronic Bulletin Board:

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

                          Year ended Dec. 31, 2004
                             First quarter              $  0.022  $  0.011
                             Second quarter                0.017     0.006
                             Third quarter                 0.006     0.002
                             Fourth quarter                0.003     0.012

         On March 31, 2005, the last sales price for the common stock as
reported by the OTC Electronic Bulletin Board was $0.0018 per share. On March
31, 2005 there were approximately 5,100 shareholders of record of the common
stock.

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


ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion pertains to our operations and financial
condition as of December 31, 2004, 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 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


                                       20


<PAGE>

freestanding kiosks, under the trademarked brand name MAXcash ABM. The unit is
similar in appearance to an ATM machine. We acquired our base technology in May
1998, when Check Central was incorporated into Greenland as a wholly-owned
subsidiary.

         We have invested capital, time, and effort in the development and
evolution of our back-office, risk management and transaction support software
systems. Due to shortages of working capital and litigation with a key supplier,
we altered our plans for ongoing development, production, and marketing of the
MAXcash ABM system. However, our efforts have been unsuccessful and the Company
has decided to discontinue its efforts in connection with the software.

         Our strategy for marketing and sales of the MAXCash ABM, during fiscal
2001 and 2002, was directed at locating distributors of ATM machines and
entering into distribution agreements. Although we signed a number of such
agreements, unit sales did not materialize. The Company has decided to
discontinue its efforts regarding sales of MaxCash ABM through distributors.

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

         The Company has had six machines in place with CardPlus International,
Inc. since 2001, but has not achieved any material revenue stream. Presently the
Company is in litigation with CardPlus to collect approximately $500,000 owed by
CardPlus to the Company.

         The Company will discontinue the strategy of selling machines and
licensing its backend software to third parties. However, in the event PEO
clients wish to purchase a machine the Company will entertain such an
opportunity. The Company feels that revenue stream from such an opportunity is
highly unlikely.

PROFESSIONAL EMPLOYER ORGANIZATION

          With the acquisition of a controlling interest in the shares of
Greenland by ITEC (which closed in January 2003), in August 2002, we embarked on
program to become a PEO provider. And PEO operations commenced in February 2003
with the acquisition of certain clients of Accord Human Resources. In March 2003
we concluded an acquisition of ExpertHR of Oklahoma and also an acquisition of
certain clients of Staff Pro Leasing, Inc and Staff Pro Leasing 2 both Michigan
companies. We subsequently closed the Oklahoma operation in March 2004.

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

         As of the end of fiscal 2004, our business continues to experience
operational and liquidity challenges. During fiscal 2004 we experienced several
challenges. In February 2004, the Company separated from ITEC and the ITEC Board
Members resigned from the Company's board. This followed a series of events in
2003, whereby ITEC was the controlling shareholder of the Company and the
Company Board of Directors was controlled by four directors who were also
directors of ITEC. ITEC took control of finance, including payment of taxes,
payment of accounts payable and hiring of certain personnel and in that capacity
up-streamed approximately $1,300,000 for its use. Unfortunately a significant
amount of taxes owed by the Company were not paid, creditors were not paid and
certain filing required to be made were not made with regulatory agencies. In
addition certain funding opportunities directed and controlled by ITEC did not
materialize which further hampered the Company's operations. Also, because of
the control issue with ITEC, the Company was being identified and/or linked to
ITEC regarding certain regulatory and tax issues. Accordingly, in the first
quarter of 2004, the Company is starting to recover from the control by ITEC and
the challenges of 2003, in taking steps to correct the past problems but is
confronted with significant issues. Based on these events, year-to-year
financial comparisons may be of limited usefulness now and for the next several
periods due to changes in our business as these changes relate to potential
acquisitions of new businesses and changes in products and services.

                                       21


<PAGE>

         In addition, the Company in 2004 experienced a very poor client
retention rate which it is addressing and feels it can correct through increased
performance, more attention to customer requirements and addressing many of the
issues created by ITEC.

         Our current strategy is: (1) to expand our PEO business and (2) add
various collateral services to the PEO services.

         We believe with the addition of approximately 500 employees the Company
can achieve an operational break-even point. We anticipate reaching this goal
through acquisition and efforts of our sales staff. For example, on February 13,
2004 the Company entered into a transaction with ePEO, Link, Inc., an Idaho
based PEO., to acquire their client base of approximately $33,000,000 and assume
certain liabilities. In February the Department of Insurance of the State of
Idaho issued a temporary restraining order against ePEO to prohibit the sale or
transfer of any assets. The Company withdrew its offer to purchase and is
awaiting a decision from the Department of Insurance of the State of Idaho
("DOI") regarding the transaction The Company is presently in discussion with
the DOI and is optimistic that a transaction may be completed (see "Subsequent
Events"). If successful, this transaction would have a material positive affect
on the Company's operations. .

         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, 2004 financial statements includes an explanatory
paragraph indicating there is a substantial doubt about our ability to continue
as a going concern, due primarily to the decreases in our working capital and
net worth. We plan to overcome the circumstances that impact our ability to
remain a going concern through a combination of achieving profitability, raising
additional and financing, and renegotiating existing obligations.

         Presently, the Company owns shares of common stock of Viper Networks
Inc., which has traded in 2004 between $.30 and $.80 per share. Although all or
a majority of funds (depending on proceeds received) are set aside for payment
of taxes, the Company anticipates a certain availability of funds to assist in
the Company's on-going operation.

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

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


ACQUISITION OF BUSINESS UNITS OR BUSINESS ACCOUNTS

          On March 8, 2003, we entered into a Stock Purchase Agreement along
with ITEC, to acquire an Oklahoma-based PEO company, which we have organized as
ExpertHR-OK, a wholly-owned subsidiary of Greenland. . The Company utilized the
Oklahoma office as a processing center and headquarters for certain
administrative functions and in addition as part of the acquisition the Company
received a license for the system based software for processing and accounting
functions. The Oklahoma office employed 8 persons. Through the Oklahoma office
we were able to build a client base of approximately $9,000,000 of payroll
revenue. On March 2, 2004, the Company closed the office in Oklahoma. This
action was taken as a result of several factors: (i) the software system
utilized was found to be overly-expensive to operate and maintain and a better
system was obtained (ii) the Oklahoma office lost its entire client base of
approximately $9,000,000 and was unable to obtain new accounts (iii) operating
functions performed in Oklahoma was transferred. The closing of this office
reduced operating expenses by approximately $70,000 per month.

                                       22


<PAGE>

          On February 13, 2004 the Company entered into a transaction with ePEO,
Link, Inc., an Idaho based PEO., to acquire their client base of approximately
$33,000,000 and assume certain liabilities. In February the Department of
Insurance of the State of Idaho issued a temporary restraining order against
ePEO to prohibit the sale or transfer of any assets. The Company withdrew its
offer to purchase and is awaiting a decision from the Department of Insurance of
the State of Idaho regarding the transaction. The Company is presently in
discussion with the DOI and is optimistic that a transaction may be completed
(see "Subsequent Events"). If successful, this transaction would have a material
positive affect on the Company's operations.

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

         Subsequent to December 31, 2004, the Company signed the Fort Wayne
Komets. The Fort Wayne Komets are one of fourteen teams in the United Hockey
League, located in seven states throughout the Midwest. The Company is
optimistic that other members of the United Hockey League will also use the
Company's services.

RESULTS OF OPERATIONS

GROSS BILLING

         We had total gross billing of $11.3 million and $17.5 million from our
PEO business for the year ended December 31, 2004 and 2003, respectively, a
decrease of $6.2 million (35%). The Company has experienced a poor client
retention rate. The Company believes this is due in large part to the various
changes of operations the Company has transitioned through, that most clients
were purchased from other companies creating an additional transition problem,
and the fact that certain former employees have left the Company and may have
engaged in conduct not in the Company's interest (see Legal Section). The
Company has made an aggressive effort to contact all clients and initiate a
strong customer service department to address this problem. Gross revenue
include wages $9 million, taxes $1 million, workers' compensation $632 thousand,
administrative fees $284 thousand and other $338 thousand.

         The Company's sales operations related to check cashing was suspended
due to the legal dispute with its software provider and the associated financial
risks to the Company represented by the dispute. Management has made the
decision to discontinue its sales/licensing efforts related to the MaxCash ABM
and/or the software.

WORKSITE EMPLOYEE PAYROLL COST

         The Company incurred total costs of PEO services of $11.2 million and
$17.4 million for the year ended December 31, 2004 and 2003, respectively. The
decrease in cost is directly related to loss of clients for the reasons set
forth above. Cost of PEO services included: wages $9 million, taxes $859
thousand, workers' compensation $763 thousand and other $535 thousand.
Cost of goods sold associated with check cashing operations, was $0, which was
associated with the since-suspended operations related to transaction
processing.

OPERATING EXPENSES

         Selling, general and administrative expenses have consisted primarily
of salaries and related costs for general corporate functions, including
accounting, facilities, legal and fees for professional services. Selling,
general and administrative expenses for the year ended December 31, 2004 and
2003 were $3.2 million and $2.4 million, respectively. The increase was due to
write off of uncollectible receivable and posting interest and penalty on unpaid
payroll tax. The Company believes that as clients are added that operating
expenses will not increase significantly. The Company has centralized operations
in California and feels that it is positioned to add clients without adding
personnel. Accordingly, the Company is on the path to add approximately 500-600
clients thereby placing the Company in a break even and/or cash flow position.

                                       23


<PAGE>

         There were no research and development costs for the years ended
December 31, 2004 and 2003, respectively.

OTHER EXPENSES

         Net other expense was $(96) thousand for the year ended December 31,
2004. Net other expenses were $(141) thousand for the year-earlier period, a
decrease of $45 thousand. This decrease was due primarily on gain on settlement
of debt.

NET LOSS

         The net loss for the year ended December 31, 2004 was $3.2 million
compared to a net loss of $3.5 million for comparative period in 2003, a
decrease of $317 thousand, or 9%. The Company has experienced a poor client
retention rate. The Company believes this is due in large part to the various
changes of operations the Company has transitioned through, that most clients
were purchased from other companies creating an additional transition problem,
and the fact that certain former employees have left the Company and may have
engaged in conduct not in the Company's interest (see Legal Section). The
Company is on the path to add approximately 500-600 clients thereby placing the
Company in a break even and/or cash flow position.

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, 2004, we had a working capital deficit of $8.7 million
compared with a working capital deficit of $5 million at December 31, 2003. The
increase of $3.7 million (43%) resulted primarily from an increase in PEO
payroll tax and other payroll deductions.

         Stockholders' deficit increased for the year ended December 31, 2004
from the previous fiscal year by $3.9 million, due primarily from the loss
related to the break up with the parent company, ITEC and to the $3.2 million
comprehensive loss.

         Net cash used for operating activities was $238 thousand compared to
$531 thousand in fiscal 2003. The changes are due primarily to the decrease in
account receivable associated to the PEO services.

         Net cash provided by investing activities was $4 thousand in the year
ended December 31, 2004 as a result of purchase of some computer equipment.
There was no net cash provided by or used for investing activities in the year
ended December 31, 2003.

         Net cash from financing activities was $352 thousand for the year ended
December 31, 2004 compared to $527 thousand in the prior year; a decrease of
$175 thousand (33%). The decrease was due primarily to changes in notes payable
and the proceeds from sale of stock.

                                       24


<PAGE>

         We have no material commitments for capital expenditures. However,
presently, the Company owns shares of common stock of Viper Networks Inc., which
has traded in 2004 between $.60 and $.80 per share. Although a majority of funds
(depending on proceeds received) are set aside for payment of taxes, the Company
anticipates a reasonable availability of funds to assist in the Company's
on-going operation. In addition, the Company will likely engage in a private
offering to raise funds.

         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, 2004 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

         Subsequent to December 31, 2004 the Company, with the knowledge and
consent of the Department of Insurance of the State of Idaho,("DOI") sent a
written offer to ePEO Link, Inc., an Idaho based PEO, and the DOI, to acquire
their certain assets of ePEO. This is a follow up to previous communications
between the Company, ePEO and the DOI in connection with the attempt by the
Company in February 2004, to acquire assets of ePEO.

            Subsequent to December 31, 2004, two Greenland shareholders, Jason
Sunstein and John Castiglione, sent a draft of a legal action against Greenland,
its officers and directors and former officers and directors of Greenland who
were also officers/directors of Imaging Technologies Corporation. Management
believes this threatened action is without merit. However, there is no assurance
the action will not be filed and if so, the Company will defend its interest
against Mr. Sunstein and Mr. Castiglione the law firm who has a major conflict
of interest.

         Subsequent to December 31, 2004, the Court issued a show cause order
whereby Viper is required to show cause why it should not be held in contempt
for violating the Court's previous order. On March 8, 2005 the Court found Viper
not to be in contempt, re-affirmed its December 9, 2004 order and refused to
clarify the December 9, 2004 order granting the Company its preliminary
Injunction.

         Subsequent to December 31, 2004, in January 2005, the Company settled
with OutSource Now whereby OutSource Now paid $2,500 and the parties issued
mutual releases.

          In March 2005, the Company settled with Ms. Allee, whereby Ms. Allee
released the Company for a Department of Labor dispute, the parties issued join
releases and the Company paid Ms. Allee $2,500.

         Subsequent to December 31, 2004, on or about March 21, 2005, the
Company filed an action in Superior Court of San Diego against, Brian Bonar,
Eric Gaer, Richard Green, Robert Dietrich, Peter Benz and Dalrada Financial
Corporation (formerly Imaging Technologies Corporation: "ITEC") . Bonar, Gaer,
Green and Dietrich are former members of the board of directors of the Company
were also serving as board members of ITEC during 2003 and part of 2004. The
action alleges Breach of Fiduciary Duty, Fraud; negligent misrepresentation,
concealment and conversion. The action also alleges legal malpractice against
Owen Naccarrato and conspiracy to defraud against Peter Benz. The Company seeks
two million dollars in damages.

                                       25


<PAGE>

RESPONSIBILITIES FOR CONSOLIDATED FINANCIAL STATEMENTS

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

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

         Kabani & Company, Inc., an independent auditing firm, is engaged to
audit the consolidated financial statements of Greenland Corporation and
subsidiaries and issue reports thereon. The audit is conducted in accordance
with the standards of the Public Company Accounting Oversight Board (United
States) 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, 2004 provides reasonable assurance that the books and records
reflect the transactions of the companies and that established policies and
procedures are complied with. To reinforce complete independence, Kabani &
Company, Inc. has full and free access to meet with the Audit Committee, without
management representatives present, to discuss the results of the audit, the
adequacy of internal control, and the quality of financial reporting.

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

         Thomas Beener
         President, and Chief Executive Officer

                                       26


<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                           PAGE
                                                                           ----

       Report of independent registered public accounting firm              28
       Consolidated balance sheet as of December 31, 2004                   29
       Consolidated statements of operations for the years ended
            December 31, 2004 and 2003                                      30
       Consolidated statements of stockholders' equity (deficit)
            for the years ended December 31, 2004 and 2003                  31
       Consolidated statements of cash flows for the years ended
            December 31, 2004 and 2003                                      32
       Notes to consolidated financial statements                           33


                                       27


<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2004 and the related consolidated statements of operations,
stockholders'deficit and cash flows for the years ended December 31, 2004 and
2003. 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 of these statements in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
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, 2004 and the results of its
operations and its cash flows for the years ended December 31, 2004 and 2003, 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 $40,919 thousand including net
losses of $3,219 thousand and $3,536 thousand for the years ended December 31,
2004 and 2003, respectively. The Company has a working capital deficiency of
$8,727 thousand on December 31, 2004. 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

Huntington Beach, California
March 7, 2005

                                       28


<PAGE>

                              GREENLAND CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004



(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

ASSETS
------

CURRENT ASSETS:
      Cash and cash equivalents                                        $    110
      Account receivable, net of allowance for bad debts of $ 441           205
                                                                       ---------


           Total current assets                                             315

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $ 96              29
DEPOSITS                                                                      9
                                                                       ---------
                                                                       $    353
                                                                       =========

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

CURRENT LIABILITIES:
     Accounts payable                                                  $  1,380
     PEO payroll taxes and other payroll deductions                       4,855
     Client deposit                                                           4
     Note payable                                                           456
     Note payable-related party                                             736
     Current  maturities of obligations under capital lease                 348
     Accrued payroll                                                        312
     Accrued interest                                                       464
     Other accrued expenses                                                 487
                                                                       ---------
          Total current liabilities                                       9,042


COMMITMENTS & CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Convertible Preferred Class A stock, $.001 par value;
     Authorized shares 10,000, issued and outstanding share 0                 0
     Common stock, $.001 par value; authorized shares
        500,000,000, 113,022,365 shares issued and outstanding              114
     Additional paid in capital                                          31,023
     Subscribed shares and receivables                                    1,093
     Accumulated deficit                                                (40,919)
                                                                       ---------
          Total stockholders' deficit                                    (8,689)
                                                                       ---------
                                                                       $    353
                                                                       =========


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

                                       29


<PAGE>

                              GREENLAND CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(IN THOUSANDS)                                             2004          2003
                                                         ----------   ----------

Net Revenues-PEO Services                                $   2,319    $   3,418
Cost of revenues                                             2,166        3,337
                                                         ----------   ----------

Gross profit, (gross billings of $11,328  less
  worksite employee payroll cost of $11,175)                   153           81

General and Administrative expense                           3,243        2,376
Impairment on investments & goodwill                             0        1,047
                                                         ----------   ----------
Operating Expenses                                           3,243        3,423
                                                         ----------   ----------

Loss from operations                                        (3,090)      (3,342)

Non-operating income (expense):
     Gain on settlement of Debt                                 61         (107)
    Interest expense                                          (190)        (213)
    Other income (expense)                                      33          179
                                                         ----------   ----------
Total non-operating income (expense)                           (96)        (141)
                                                         ----------   ----------
Loss from continuing operation before income tax            (3,186)      (3,483)

Provision for income tax                                         2            2
                                                         ----------   ----------
Loss from continuing operations                             (3,188)      (3,485)

Discontinued operations
Loss from operation of discontinued operations                 (31)         (51)
                                                         ----------   ----------

Net loss                                                 $  (3,219)   $  (3,536)
                                                         ==========   ==========

Basic and diluted weighted average number of shares
   of common stock outstanding                             102,184      197,436
                                                         ==========   ==========


Basic and diluted loss per share from continuing
  operation:                                             $   (0.03)   $   (0.02)
                                                         ==========   ==========
Basic and diluted loss per share from discontinued
  operation:                                             $   (0.00)   $   (0.00)
                                                         ==========   ==========
Basic and diluted net loss per share:                    $   (0.03)   $   (0.02)
                                                         ==========   ==========


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

                                       30


<PAGE>

<TABLE>
GREENLAND CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(thousands)
<CAPTION>
                                            PREFERRED  STOCK   COMMON STOCK
                                            -----------------  -------------------------------------
                                                                                       ADDITIONAL      SHARES
                                                                                       PAID IN         SUBSCRIBED
                                            SHARES   AMOUNT    SHARES      AMOUNT      CAPITAL         UNISSUED
                                            -------  --------  ---------   ---------   -------------   ---------

<S>                                             <C>  <C>       <C>         <C>         <C>             <C>
BALANCE AT DECEMBER 31, 2002                    --   $    --     12,789    $    471    $     29,249    $   (216)

Shares issued for investment                    --        --    115,103         115           2,135          --
Shares issued for settlement of debts           --        --     16,957          18             335          --
Shares issued for services                      --        --     10,283          11              89          --
Shares issued for salaries & reimbursement      --        --         --          --              --          --
Subscribed shares unissued                      --        --      9,400           9             199       1,093
Exercised warrants & options                    --        --     12,910          13              43          --
Shares issued for legal settlement              --        --         --          --              --          --
Stock options issued for comp & services        --        --         --          --              29          --
Amortization for prepaid expense                --        --         --          --              --          --
Net loss for the year                           --        --         --          --              --          --

                                            -------  --------  ---------   ---------   -------------   ---------
BALANCE AT DECEMBER 31, 2003                    --        --    177,442         637          32,079         877

Cancellation of shares issued for
investment                                      --        --    (89,920)       (549)         (1,223)         --
Shares issued for settlement of debts           --        --      7,500           8              53          --
Shares issued for services                      --        --      9,500          10              40          --
Shares issued for salaries & reimbursement      --        --      5,000           5              52          --
Subscribed shares issued                        --        --         --          --              --         216
Exercised warrants & options                    --        --      2,500           2               8          --
Share issued for legal settlement               --        --      1,000           1              14          --
Net loss for the year                           --        --         --          --              --          --

                                            -------  --------  ---------   ---------   -------------   ---------
BALANCE AT DECEMBER 31, 2004                    --   $    --    113,022    $    114    $     31,023    $  1,093
                                            =======  ========  =========   =========   =============   =========
                                                                                                     (CONTINUED)
</TABLE>



<TABLE>
<CAPTION>
                                            SUBSCRIBED     ACCUMULATED
                                            SHARES         OTHER                        TOTAL
                                            UNISSUED       COMPREHENSIVE  ACCUMULATED   STOCKHOLDERS'
                                            & RECEIVABLE   INCOME         DEFICIT       DEFICIT
                                            ------------   -------------  -----------   -------------

<S>                                         <C>            <C>            <C>           <C>
BALANCE AT DECEMBER 31, 2002                $      (386)   $         --   $  (32,236)   $     (3,118)

Shares issued for investment                         --              --           --           2,250
Shares issued for settlement of debts                --              --           --             353
Shares issued for services                           --              --           --             100
Shares issued for salaries & reimbursement           --              --           --              --
Subscribed shares unissued                       (2,236)             --           --            (935)
Exercised warrants & options                         --              --           --              56
Shares issued for legal settlement                   --              --           --              --
Stock options issued for comp & services             --              --           --              29
Amortization for prepaid expense                     30              --           --              30
Net loss for the year                                --              --       (3,536)         (3,536)

                                            ------------   -------------  -----------   -------------
BALANCE AT DECEMBER 31, 2003                     (2,592)             --      (35,772)         (4,771)

Cancellation of shares issued for
investment                                           --              --       (1,928)         (3,700)
Shares issued for settlement of debts                --              --           --              61
Shares issued for services                           --              --           --              50
Shares issued for salaries & reimbursement           --              --           --              57
Subscribed shares issued                          2,592              --           --           2,808
Exercised warrants & options                         --              --           --              10
Share issued for legal settlement                    --              --           --              15
Net loss for the year                                --              --       (3,219)         (3,219)

                                            ------------   -------------  -----------   -------------
BALANCE AT DECEMBER 31, 2004                $        --    $         --   $  (40,919)   $     (8,689)
                                            ============   =============  ===========   =============

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

                                                       31
</TABLE>


<PAGE>

                              GREENLAND CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(IN THOUSANDS)                                                2004        2003
                                                            --------    --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                    $(3,219)    $(3,536)
Adjustments to reconcile net loss to net cash
   used in operating activities:

Depreciation and amortization                                    20         181
Provision for doubtful accounts                                   5          10
Stock issued for service and legal services                     122         129
Net loss on settlement of debt                                   --         107
Options granted for services                                     10          --
Write off of subscription receivable                            399          --
Impairment of investment                                        (61)      1,047
Loss on disposal of operations                                   31          51
(Increase) / decrease in current assets:
Accounts receivable                                             (71)     (1,755)
(Increase) decrease in other asset                              126        (396)
Increase / (decrease) in current liabilities                  2,400       3,631
                                                            --------    --------
Total Adjustments                                             2,981       3,005
                                                            --------    --------
Net cash used in operating activities                          (238)       (531)
                                                            --------    --------

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of equipment                                            (4)         --
                                                            --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock                                       0         115
Proceeds from the exercise of warrants & options                 10          56
Principal payments on notes payable                            (136)       (205)
Principal payments on note payable - related parties            (42)        325
Proceeds from note payable-related party                        520         236
                                                            --------    --------
Net cash provided by financing activities                       352         527
                                                            --------    --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                              110          (4)


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

CASH & CASH EQUIVALENTS,
   ENDING BALANCE                                           $   110     $    --
                                                            ========    ========

SUPPLEMENTAL INFORMATION:
Cash paid for interest                                      $     2     $    39
                                                            ========    ========
Cash paid for income tax                                    $    --     $    --
                                                            ========    ========

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


                                       32


<PAGE>

GREENLAND CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  DESCRIPTION OF BUSINESS AND SEGMENTS

Greenland Corporation was formed on July 17, 1986. and was in the development
stage until September 1994, when it acquired Gam Properties, Inc. Upon the
disposition of the subsidiary at December 31, 1997, Greenland Corporation
reentered the development stage and was in the development stage until the third
quarter of 1999. Greenland Corporation is engaged in the production,
distribution, servicing and marketing of advanced automatic check cashing
machines similar to bank ATMs through its wholly owned subsidiary Check Central,
Inc. (collectively, the Company). The Company markets and sells its products
throughout the United States and grants unsecured credit to its customers.
During the year 2001, the management of the Company determined that its efforts
to develop, produce, and successfully market and support its MAXcash ABM system
may be beyond the scope of its currently available resources.On April 2, 2001,
the Company announced that it was temporarily suspending its Check Central
subsidiary check cashing operations until such time as the integration of the
Company's Check Central software with the MAXcash operating system was complete,
in order to minimize its check cashing risk, reduce operating losses, and to
conserve capital. The Company has elected to resume sales of the MAXcash ABM
machine without back office software support to prospective customers that elect
to undertake the risks of check cashing and payroll advances.

On January 14, 2003, the Company completed its sale of 19,183,390 shares of
common stock, which represent sixty percent (60%) of the issued and outstanding
shares of the Company, to Imaging Technologies Corporation ("ITEC").
Additionally, the Company sold warrants to purchase 95,319,510 shares of the
Company's common stock to ITEC, which would represent an additional thirty
percent (30%) of the issued and outstanding shares of the Company. The sale
price for the shares and the exercise of the warrants was $2,250,000 in the form
of a promissory note convertible into shares of common stock of ITEC, the number
of which would be determined by a formula applied to the market price of the
shares at the time that the promissory note is converted. The Company issued
124,302,900 shares of common stock for services and for the sale mentioned above
and for shareholders who exercised their warrants.

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

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

On March 1,2003, the Company entered into a Agreement and Assignment of Rights
to acquire all right title and interest in and to the rights and benefits
arising under or out of personal staffing agreements (the "Accounts") with the
existing clients of Staff Pro Leasing, Inc and Staff Pro Leasing 2, both


                                       33


<PAGE>

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.

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.

NOTE 2. PRINCIPLES OF CONSOLIDATION

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

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

CASH AND CASH EQUIVALENTS

The Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents. The Company maintains its cash in bank deposit accounts that may
exceed federally insured limits. The company has not experienced any losses in
such accounts.

ACCOUNTS RECEIVABLE

In determining the allowance to be maintained, the management evaluates many
factors including industry and historical loss experience. The allowance for
doubtful accounts is maintained at an amount management deems adequate to cover
estimated losses. The allowance for doubtful accounts amounted to $441,303 as of
December 31, 2004.

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.

DEBT SETTLEMENT

In April 2002, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 145, "Rescission of FASB Statements 4, 44, and 64, Amendment of
FASB Statement 13, and Technical Corrections as of April 2002." SFAS 145
provides guidance for income statement classification of gains and losses on
extinguishments of debt. Such gains and losses must be analyzed to determine if
they meet the criteria for extraordinary item classification based on the event
being both unusual and infrequent. The Company adopted SFAS 145 beginning
January 1, 2003. During 2004 and 2003, the Company recorded a gain (loss) of
$61,000 and $(107,000) on settlement of debt. The Company has determined that
gain or loss are not extraordinary in nature.

IMPAIRMENT OF LONG-LIVED ASSETS

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations for a Disposal of a Segment of a


                                       34


<PAGE>

Business." The Company periodically evaluates the carrying value of long-lived
assets to be held and used in accordance with SFAS 144. SFAS 144 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts. In
that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal.

STOCK-BASED COMPENSATION

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

REVENUE RECOGNITION

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

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

To conform to the net method, the Company netted worksite employee payroll costs
of $ 9 million for the year ended December 31, 2004 from gross billings of $11.3
million.

ADVERTISING

Expenditures for advertising and sales promotion are charged to expense as
incurred. Advertising costs for the years ended December 31, 2004 and 2003 were
$3 and $145 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.

                                       35


<PAGE>

RESEARCH AND DEVELOPMENT COSTS

Expenditures for research & development are expensed as incurred. Such costs are
required to be expensed until the point that technological feasibility is
established. The period between achieving technological feasibility and the
general availability of such development is short. Consequently, costs otherwise
capitalizable after technological feasibility is achieved are generally expensed
because they are insignificant. The Company did not incur any research and
development cost during the year ended December 31, 2004 and 2003.

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, 2004 and 2003, 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
segments, (1) PEO services and (2) the sale and distribution of automatic check
cashing machines.

USE OF ESTIMATES

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

                                       36


<PAGE>

RECLASSIFICATIONS

Certain reclassifications were made to the 2003 financial statements to confirm
to the 2004 presentation.

NOTE 4.  RECENT PRONOUNCEMENTS

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. The
Company will be required to apply this Statement beginning July 1, 2005. The
Company is evaluating the effects adoption of SFAS 123R will have on its
financial statements.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for nonmonetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of nonmonetary assets
that do not have commercial substance. The Company is evaluating the effects
adoption of SFAS 123R will have on its financial statements.

In December 2004, the FASB issued Staff Position No. FAS 109-2, Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision within the
American Jobs Creation Act of 2004. The American Jobs Creation Act of 2004 (the
"Act") introduces a special one-time dividends received deduction on the
repatriation of certain foreign earnings to a U.S. taxpayer, provided certain
criteria are met. The FASB staff believes that the lack of clarification of
certain provisions within the Act and the timing of the enactment necessitate a
practical exception to the Statement 109 requirement to reflect in the period of
enactment the effect of a new tax law. Accordingly, an enterprise is allowed
time beyond the financial reporting period of enactment to evaluate the effect
of the Act on its plan for reinvestment or repatriation of foreign earnings for
purposes of applying Statement 109. The Company is currently assessing the
impact of the Act on its financial position and results of operations but does
not believe that the Act will likely provide the Company with the ability to
recognize a reduction of income tax expense.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments." The EITF reached a consensus about the
criteria that should be used to determine when an investment is considered
impaired, whether that impairment is other-than-temporary, and the measurement
of an impairment loss and how that criteria should be applied to investments
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES." EITF 03-01 also included accounting considerations
subsequent to the recognition of an other-than-temporary impairment and requires
certain disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. Additionally, EITF 03-01 includes new
disclosure requirements for investments that are deemed to be temporarily
impaired. In September 2004, the Financial Accounting Standards Board (FASB)
delayed the accounting provisions of EITF 03-01; however the disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.

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.

In compliance with FAS No. 148, the Company has elected to continue to follow
the intrinsic value method in accounting for its stock-based employee
compensation plan as defined by APB No. 25 and has made the applicable
disclosures below.

Had the Company determined employee stock based compensation cost based on a
fair value model at the grant date for its stock options under SFAS 123, the
Company's net earnings per share would have been adjusted to the pro forma
amounts for the year ended December 31 , 2004 as follows ($ in thousands, except
per share amounts) :





         Net Loss - as reported                               $  (3,219)
         Stock-Based employee compensation expense
           included in reported net income, net of tax                0
         Total stock-based employee compensation
           expense determined under fair-value-based
           method for all rewards, net of tax                      (192)
                                                               ---------
         Pro forma net loss                                    $ (3,411)
                                                               =========


         Loss per share:
         Basic, as reported                           $  (0.03)
         Diluted, as reported                         $  (0.03)
         Basic, pro forma                             $  (0.03)
         Diluted, pro forma                           $  (0.03)

                                       37


<PAGE>

The assumptions used in calculating the fair value of options granted using the
Black-Scholes option- pricing model are as follows:


                       Risk-free interest rate            3.5%

                       Expected life of the options       5 years

                       Expected volatility                100%

                       Expected dividend yield            -


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 $8.7 million and an accumulated deficit of $41
million as of December 31, 2004, including losses of $3.2 million and $3.5
million for the years ended December 31, 2004 and 2003, 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 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. (Note 1)

NOTE 6.  CONCENTRATION OF CREDIT RISK

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

The Company maintains cash deposits at one bank, which throughout the year
periodically exceeds federally insured deposit limits of $100,000.

NOTE 7.  ACCOUNTS RECEIVABLE

In determining the allowance to be maintained, management evaluates many factors
including industry and historical loss experience. The allowance for doubtful
accounts is maintained at an amount management deems adequate to cover estimated
losses. As on December 31, 2004, the Company has accounts receivable of
$646,460. The Company provided allowance for doubtful accounts for $441,303 to


                                       38


<PAGE>

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


NOTE 8.  PROPERTY AND EQUIPMENT

Net property and equipment at December 31, 2004 was as follows:


         (IN THOUSANDS)

         Furniture & equipment under capital leases                          59

         Furniture and fixtures                                              66
                                                                          ------
                                                                            125

         Accumulated depreciation & amortization
         (Including accumulated depreciation of $ 45
         on leased assets)                                                  (96)
                                                                          ------
                                                                          $  29
                                                                          ======



Depreciation expense, including capital lease assets, for the years ended
December 31, 2004 and 2003 were $20 thousand and $145 thousand, respectively.


The assets in the Oklahoma office were disposed off due to the shut down of the
office. Property and equipment in Oklahoma office for the year ended December
31, 2004 was as follows:



         (In thousands)
         Computers and equipment                                           $ 36
         Furniture and fixture                                                5
                                                                           -----
                                                                             41
         Accumulated depreciation & amortization
                                                                            (10)
                                                                           -----
                                                                           $ 31
                                                                           =====

The entire $31 thousand was disposed off during the year and has been recorded
on the financials as loss from operation of discontinued operations.


NOTE 9.  OTHER ACCRUED EXPENSES

Accrued expenses at December 31, 2004 are as follows:

                                       39


<PAGE>

        (IN THOUSANDS)

        Other accrued expenses                                            $  17
        Lease termination expense                                           340
        Litigation accrual                                                  100
        Customer deposits                                                     3
        Customer prepaid communication costs                                 27
                                                                          ------
                                                                          $ 487
                                                                          ======


NOTE 10. 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:


        Future minimum lease payments under capital
        lease are (in thousands)

        December 31, 2005                                                 $ 580
                                                                          ------
        Total                                                               580

        Less: Amount representing Interest                                 (232)
                                                                          ------
        Present Value of Minimum lease payments                             348
        Less: Current Portion                                              (348)
                                                                          ------
        Deferred Portion                                                  $   0
                                                                          ======


NOTE 11. NOTES PAYABLE TO RELATED PARTIES


Notes payable to related parties at December 31, 2004 were as follows:



<TABLE>
<CAPTION>
         (IN THOUSANDS)

<S>                                                                               <C>
         Note payable to a stockholder of the Company. Secured, Interest at
         8%. Principal due by August 6, 2005.  Interest expense as of
         December 31, 2004 and 2003 is $37,505 and $5,797 respectively.           $   547

         Note payable to a stockholder and officer of the Company.
         Secured, Interest at 8%. Principal due at various dates through
         January 2004.  Interest expense as of December 31, 2004 and 2003 is
         $8,910 and $11,166 respectively.                                             109

         Notes payable to a stockholder and entity owned by a president of the
         Company. Secured, Interest at 8%. Principal due at various dates
         through January 2004. Interest expense as of December 31, 2004 and
         2003 is $3,372 and $0 respectively.                                           65

         Notes payable to a stockholder and president of the Company.
         Secured, Interest at 8%. Principal due at various dates through
         January 2004. Interest expense as of December 31, 2004 and 2003 is
         $1,167 and $0 respectively.                                                   15
                                                                                  --------

                                                                                  $   736
                                                                                  ========
</TABLE>

                                       40


<PAGE>

All the notes payable to related parties are secured by shares of Viper
Networks, Inc. and any proceeds from Cardplus and Isaac Chang judgment.

The Company repaid notes payable during the year ended December 31, 2004 to
related parties of $18 thousand through the issuance of stock.


NOTE 12. NOTES PAYABLE

Notes payable at December 31, 2004 were as follows:


<TABLE>
<CAPTION>
         (IN THOUSANDS)

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

         Note payable to an unrelated party, unsecured with interest at 5.75%.
         Due through the principal and interest payment  March 31, 2004.
         Interest expense as of December 31, 2004 and 2003 is $1,397 and
         $4,921 respectively.                                                           15

         Note payable related to acquisition of client services contracts from
         A third party payable unsecured without interest through May 2005.            121
                                                                                  ---------

                                                                                  $    456
                                                                                  =========
</TABLE>


NOTE 13. STOCKHOLDERS' EQUITY

CONVERTIBLE PREFERRED STOCK

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

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

The Company has no convertible preferred stock outstanding through December 31,
2004.

COMMON STOCK SPLIT

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

COMMON STOCK ISSUED

The Company had issued 115.1 million shares on January 14, 2003 to Imaging
Technologies Corporation (ITEC) pursuant to a share purchase agreement for a
convertible promissory note which was payable in two years, in the amount of
$2.25 million. The Company entered into a settlement agreement in the year ended
December 31, 2004, whereby, 90 million shares were returned to the Company in
exchange of the promissory note. (See note 1)

The Company issued 7.5 million shares to retire notes payable in the amount of
$68 thousand during the year ended December 31, 2004.

The Company issued 17 million shares of common stock during the year ended
December 31, 2003 in settlement of debts totaling $353 thousand.

                                       41


<PAGE>

The Company issued 9.5 million and 10.3 million shares for services for the year
ended December 31, 2004 and 2003, respectively. The Company has recognized
expenses for such services in the amount of $49 thousand and $98 thousand in
2004 and 2003, respectively.

The Company issued 5 million shares of common stock for accrued salary payable
to the director of the company totaling $57 thousand in the period ended
December 31, 2004

The Company entered into a settlement with Mr. Ellis of all matters in
consideration of 1 million shares of the Company stock. The Company had accrued
$60 thousand on the books as a liability. The Company recorded a gain of $45
thousand on the settlement of the debt.

The Company issued 2.5 million shares towards the exercise of option. The monies
due on the exercise of the option amounted to $ 10,000 which has been applied
towards the note payable due to the optionee.

ISSUANCE OF SHARES FOR SERVICE

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

SUBSCRIBED SHARES UNISSUED

During 2003, the Company had $877 thousand for unissued shares of exercised
warrant. This amount was increased to $1,093 thousand in 2004. These amounts
from the unissued shares are carried in the accompanying consolidated statement
of stockholders equity. $921 thousand of the subscribed shares unissued is
result of the acquisition of Expert HR Oklahoma by the Company in year 2003.

WARRANTS ISSUED

The Company issued no warrants in the year ended December 31, 2004 in
conjunction with notes and for other services. The Company has no outstanding
warrant as of December 31, 2004.

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 initially authorized a total of 15 million common shares
to be available for grant under the plan and the plan has subsequently been
amended to include an additional shares. The Company currently has 100 million
common shares 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 2004 and 2003, the Company issued non-qualified options to employees and
directors to purchase 12.2 and 22.7 million shares with a weighted average
exercise price of $0.016 and $0.0035 and recorded $0 and $0 thousand of
expenses, respectively. In addition, in 2004 the Company issued non-qualified
options to consultants to purchase 2.5 million shares with a weighted average
exercise price of $0.004. The Company recognized an expense in 2004 of $6,055
related to the issuance of these options.

                                       42


<PAGE>

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, 2004 and 2003: risk free interest rate of 3.5% and
3.5%; dividend yield of 0%and 0%; expected lives of the options of 5 years; and
volatility of 211% and 209%.

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

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. Adjustments are made
for options forfeited prior to vesting. The effects on compensation expense and
net income had compensation costs for the Company's stock option plans been
determined based on a fair value at the date of grant consistent with the
provisions of SFAS 123, for the years ended December 31, 2004 and 2003 are as
follows:


        (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                             2004         2003
                                                           --------     --------
        Net Loss                                           $(3,219)     $(3,536)
        Compensation recognized under APB 25                    --           --
        Compensation recognized under SFAS 123                (192)        (201)
        Net loss, pro forma                                 (3,411)      (3,737)

        Basic and diluted loss per common share
        As reported                                          (0.03)       (0.02)
        Pro forma                                            (0.03)       (0.02)

The following summary presents the incentive and non-qualified options under the
plan granted, exercised, expired and outstanding at December 31, 2004 and 2003:


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

        Outstanding at January 1, 2003                  14,823         $   0.08
                                                       --------        ---------
            Granted                                     26,700             0.01
            Exercised                                  (12,913)            0.00
            Expired                                        (20)            0.80
                                                       --------        ---------
        Outstanding at December 31, 2003                28,590         $   0.06
                                                       ========        =========
            Granted in 2004                             14,700             0.01
            Exercised                                   (7,500)            0.00
            Expired                                    (11,222)            0.09
                                                       --------        ---------
        Outstanding at December 31, 2004                24,568         $   0.03
                                                       ========        =========
        Options exercisable at Dec. 31, 2004            24,508         $   0.03
                                                       ========        =========


 The weighted average remaining contractual life of options outstanding issued
under the stock option plan is 9.2 years at December 31, 2004. The exercise
price for the options outstanding under the Stock Option Plan at December 31,
2004 were as follows:

                                       43


<PAGE>

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

                $ 0.0035                  1,800
            $0.01-$0.016                 22,200
             $0.40-$0.80                    489
            $1.10-$10.00                     79
                                         -------
                                         24,568
                                         =======

For options granted during the year ended December 31, 2004 where the exercise
price equaled the stock price at the date of the grant, the weighted-average
fair value of such options was $0.010 and the weighted-average exercise price of
such options was $0.016. For options granted during the year ended December 31,
2004 where the exercise price was less than the stock price at the date of the
grant, the weighted-average fair value of such options was $0.002 and the
weighted-average exercise price of such options was $0.004. No options were
granted during the year ended December 31, 2004, where the exercise price was
greater than the stock price at the date of grant.

WARRANTS

The following summary present warrants sold, exercised, expired and outstanding
at December 31, 2004 and 2003:


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

        Outstanding at January 1, 2003                      77           7.97
                                                      ---------      ---------
            Issued                                           0              0
            Exercised                                        0              0
            Expired                                         (6)         61.25
        Outstanding at December 31, 2003                    71       $   8.13
                                                      =========      =========
            Issued in 2004                                   0              0
            Exercised                                        0              0
            Expired                                        (71)          8.13
        Outstanding at December 31, 2004                     0       $      0
                                                      =========      =========
        Warrants exercisable at December 31, 2004            0       $      0
                                                      =========      =========


NOTE 14. PROVISION FOR INCOME TAXES

No provision was made for Federal income tax since the Company has significant
net operating loss carryforwards. Through December 31, 2004, the Company
incurred aggregate net operating losses for tax purposes of approximately
$31,433 thousand. The net operating loss carryforwards may be used to reduce
taxable income through the year 2024. Net operating loss for carryforwards for
the State of California are generally available to reduce taxable income through
the year 2009. The availability of the Company's net operating loss
carryforwards are subject to limitation if there is a 50% or more positive
change in the ownership of the Company's stock. The provision for income taxes
consists of the state minimum tax imposed on corporations.

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

                                                    December 31,    December 31,
                                                       2004            2003
                                                     --------        --------
Tax expense (credit) at statutory rate-federal          (34)%           (34)%
State tax expense net of federal tax                     (6)             (6)
Permanent differences                                     0               3
Changes in valuation allowance                           40              37
                                                     --------        --------
Tax expense at actual rate                               --              --
                                                     ========        ========

                                       44


<PAGE>

The net deferred tax asset balance as of December 31, 2004 was approximately
$12,573 thousand relating to its net operating losses. Change in deferred tax
from last year was $52 thousand. A 100% valuation allowance has been established
against the deferred tax assets, as the utilization of the loss carryforwards
cannot reasonably be assured.


NOTE 15. EARNINGS PER SHARE

Basic and diluted net loss per share for the year ended December 31, 2004 and
2003 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>
                                                                      2004            2003
                                                                   ------------   ------------
<S>                                                                <C>            <C>
   Numerators for basic and diluted earnings per share -
       Loss from continuing operation before income tax                 (3,186)        (3,483)
       Loss from discontinued operations                                   (31)           (51)
        Net loss                                                        (3,219)        (3,536)

   Denominator for basic and diluted loss per share
        Adjusted weighted-average shares and assumed conversions       102,184        197,436

   Basic earnings (loss) per share:
       Loss from continuing operation before income tax            $     (0.03)         (0.02)
                                                                   ============   ============
       Loss from discontinued operations                           $     (0.00)   $     (0.00)
                                                                   ============   ============
        Net loss                                                   $     (0.03)   $     (0.02)
                                                                   ============   ============

   Diluted earnings (loss) per share:
       Loss from continuing operation before income tax            $     (0.03)   $     (0.02)
                                                                   ============   ============
       Loss from discontinued operations                           $     (0.00)   $     (0.00)
                                                                   ============   ============
        Net loss                                                   $     (0.03)   $     (0.02)
                                                                   ============   ============
</TABLE>


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


NOTE 16. SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION

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

The Company had issued 115.1 million shares on January 14, 2003 to Imaging
Technologies Corporation (ITEC) pursuant to a share purchase agreement for a
convertible promissory note which was payable in two years, in the amount of
$2.25 million. The Company entered into a settlement agreement in the nine month
period ended September 30, 2004, whereby, 90 million shares was returned to the
Company in exchange of the promissory note.

The Company issued 7.5 million shares to retire notes payable in the amount of
$68 thousand in the year ended December 31, 2004.

The Company issued 9.5 million and 10.3 million shares for services for the year
ended December 31, 2004 and 2003, respectively. The Company has recognized
expenses for such services in the amount of $49 thousand and $98 thousand in
2004 and 2003, respectively.

                                       45


<PAGE>

The Company issued 5 million shares of common stock for accrued salary payable
to the director of the company totaling $57 thousand in the period ended
December 31, 2004.

The Company entered into a settlement with Mr. Ellis of all matters in
consideration of 1 million shares of the Company stock. The Company had accrued
$60 thousand on the books as a liability. The Company recorded a gain of $45
thousand on the settlement of the debt.

The Company issued 2.5 million shares towards the exercise of option. The monies
due on the exercise of the option amounted to $10,000 which has been applied
towards the note payable due to the optionee.

In 2004 and 2003, the Company issued non-qualified options to employees and
directors to purchase 12.2 and 22.7 million shares with a weighted average
exercise price of $0.016 and $0.0035 and recorded $0 and $0 thousand of
expenses, respectively.

  In addition, in 2004 the Company issued non-qualified options to consultants
to purchase 2.5 million shares with a weighted average exercise price of $0.004.
The Company recognized an expense in 2004 of $6,055 related to the issuance of
these options.


NOTE  17. 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 Company operated in one segment in 2004..

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

<TABLE>
<CAPTION>
                                                  -------------------------------------------
                                                  PEO        Sales
                                                  Segment    Segment    Unallocated   Total

<S>                                               <C>        <C>        <C>          <C>
                  Revenue                         $ 3,418    $     0    $        0   $ 3,418
                  Gross margin                         81          0             0        81
                  Depreciation and amortization        45        131             0       176
                  Interest expense                    107        106             0       213
                  Other, net                       (1,776)    (1,576)            0    (3,352)

                  Net Loss                         (2,888)      (648)            0    (3,536)

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


NOTE 18. OPERATING LEASE

The Company has a month to month lease agreement for its office facilities with
monthly payments of $3 thousand due at the beginning of the month. In September
2004, the Company moved into a new office space.


NOTE 19. GAIN ON SETTLEMENT OF DEBT

The Company entered into a settlement with Mr. Ellis of all matters in
consideration of 1 million shares of the Company stock. The Company had accrued
$60 thousand on the books as a liability. The Company recorded a gain of $45
thousand on the settlement of the debt.

                                       46


<PAGE>

The Company settled debts with third parties during the year and recorded the
gain of $16,000 on settlement of the debt.

The entire $61 thousand has been recorded on the financials under Non-operating
income as "Gain on settlement of debt".

NOTE 20. 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 21. 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 Arthur Kazarian, Trustee for the General Wood Investment Trust
(the "Landlord") filed a Complaint in San Diego County naming Greenland
Corporation as a defendant. The Complaint alleges breach of contract pursuant to
the terms of the lease agreement between the Company and the Landlord for the
real property located at 1935 Avenida Del Oro, Oceanside, California and
previously occupied by the Company. The Complaint seeks damages in the amount of
approximately $500,000. Although the Company remains liable for the payments
remaining for the term of the lease, the Landlord has a duty to mitigate said
damages. The Company recorded a lease termination liability of $275 thousand
during the year ended December 31, 2001. The Company entered into a settlement
agreement with Arthur Kazarian, Trustee for the General Wood Investment Trust
(the "Landlord") where by the Company agreed to pay the sum of $220,000 to the
Landlord in installments payments of $20,000 in May 2002, $50,000 in October
2002 and the remaining balance in December 2002. In the event Greenland defaults
in any or all scheduled payments, the Landlord is entitled to a stipulated
judgment of approximately $275,000. The Company was unable to make the scheduled
payments and as a result, on July 8, 2002, the Landlord has entered a judgment
lien against the Company in the amount of $279,654.

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

On July 5, 2001 Max Farrow, a formal officer of the Company, filed a Complaint
in San Diego County naming Greenland Corporation, Thomas J. Beener,
Intelli-Group, Inc., Intelli-Group LLC and Intelli-Corp, Inc. as defendants. The
Complaint alleges breach of contract in connection with Mr. Farrow's resignation
as an officer and director of the Company in January 2001. The Company and Mr.


                                       47


<PAGE>

Thomas Beener, entered into a settlement agreement with Max Farrow whereby Mr.
Farrow agreed to release Mr. Beener from all claims, obligations etc., in
exchange for the issuance of 8 million restricted shares of Greenland
Corporation common stock. The good faith settlement was approved by the court
and the agreed upon consideration was delivered to Mr. Farrow. The Company
entered into a settlement with Farrow whereby the Company agreed to a judgment
of $125,000. However, the judgment will not be enforced until such time as
efforts to collect against IntelliCorp et al, have been exhausted. In the event
funds are collected from IntelliCorp. Mr. Farrow will receive the first $125,000
plus 50% of the next $200,000 collected. The Company will retain all amounts
collected thereafter.

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

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

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

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

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

The Company entered into a settlement with Mr. Ellis of all matters in
consideration of 1,000,000 shares of the Company stock. The Company had accrued
$60,000 on the books as a liability. The Company recorded a gain of $45,000 on
the settlement of the debt 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. The company was
unable to comply with terms of settlement and NKS has entered a judgment against
the company for $100,000. This amount was recorded as a liability in the
consolidated financial statements.

On July 30, 2003, the Company commenced a legal action against CardPlus
International, Inc., in Superior Court in San Diego California seeking damages
in connection with the sale of five MaxCash ABM's and the licensing of the
Company's CCBO back office processing software. The Company has filed a motion
in 2003 with the Court for a default judgment of approximately $500,000 against
CardPlus. CardPlus did not appear and a default was entered. The Company
obtained a judgment against CardPlus and has turned the matter over to a
collections company.

The Company has been notified by Accord of Oklahoma that it is owed fees or
royalties. based on a percentage of gross revenues received by the Company on
certain business acquired by the Company from Accord. Accord filed an action for
arbitration in Oklahoma City, Oklahoma seeking damages of approximately $
300,000. The Company has accrued the amount in the accompanying
consolidatedfinancials. Dalarada Finance Corporation (formerly Imaging
Technologies Corporation) is a guarantor of the payment of sums due under the
agreement between the Company and Accord and is also a named party in the
action.

On May 14, 2004 the Company commenced an action in Superior Court in San Diego
County against Kelly Allee, Dawn Jefferies and Outsource Now, Inc. seeking
damages for interference with client's relationships and improper use of
confidential information. Ms. Allee was a former employee of ExpertHR. The
Company is in discussions with all defendants.

                                       48


<PAGE>

On June 11, 2004 Viper Networks, Inc filed an action in Superior Court seeking
among other things, recession of the April 25, 2003 agreement with the Company,
damages and a Temporary Restraining Order preventing the Company from selling
the shares of common stock of Viper that the Company owns. On June 22, 2004 a
hearing was held at which time the court granted Vipers request for the TRO,
provided Viper post a $15,000 undertaking. The TRO became effective at posting
of the undertaking which Viper did on June 28, 2004. The court scheduled a
hearing for July 9, 2004. On July 8, 2004, the court issued a Tentative Ruling
denying Viper's motion for Preliminary Injunction. On July 9, 2004, a hearing
was held on the issue and on July 14, 2004, the court issued its order adopting
the Tentative Ruling, denying Viper's motion for Preliminary Injunction and
thereby extinguishing the previously granted Temporary Restraining Order.

Viper then sought, ex parte, to stay the court's order pending some form of an
appeal by Viper. A hearing was held on July 19, 2004, and the court denied
Viper's request. In October 2004, the Court sent all matters before the San
Diego Court to Arbitration. Presently the court proceedings are stayed pending
arbitration. The Arbitration proceeding is pending with scheduling dates to be
set at a later date.

August 5, 2004 the Third Judicial District Court in and For Salt Lake County,
State of Utah issued an order dissolving an order to Interplead Stock entered by
the Court on August 3, 2004 on behalf of Viper Networks. Furthermore the Court
stated: Because the Ex Parte Order to Interpleader Stock granted injunctive
relief and was WRONGFULLY entered, that the Company is entitled to its
reasonable attorney fees in an amount to be established.

On December 9, 2004, the Court issued a Preliminary Injunction against Viper
ordering Viper to cooperate in the sale of Viper Stock by the Company. On or
about January 13, 2005, the Court issued a show cause order whereby Viper is
required to show cause why it should not be held in contempt for violating the
Court's previous order. On March 8, 2005 the Court found Viper not to be in
contempt, re-affirmed its December 9, 2004 order and refused to clarify the
December 9, 2004 order.

The Company continues to have pending in the Utah court and action against Viper
and InterWest transfer seeking $500,000 of damages. This action will likely be
stayed pending outcome of the Arbitration proceeding in San Diego.
In summary, this dispute arose in connection with the Company's acquisition of
shares of Viper Networks pursuant to a contract entered into on or about April
25, 2003. Under Rule 144 of the Securities Act, once the stock has been held for
one year, said shares can be sold pursuant to Rule 144. The Company commenced
steps to sell the stock on or about May 3, 2004 at which time it was informed
that Viper would "block" any attempted sale.

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 22. IMPAIRMENT OF INTANGIBLE ASSETS AND GOODWILL

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

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

                                       49


<PAGE>

NOTE 23. SUBSEQUENT EVENTS

Subsequent to December 31, 2004, two Greenland shareholders, Jason Sunstein and
John Castiglione, sent a draft of a legal action against Greenland, its officers
and directors and former officers and directors of Greenland who were also
officers/directors of Imaging Technologies Corporation. Management believes this
threatened action is without merit. However, they is no assurance the action
will not be filed and if so, the Company will defend its interest against Mr.
Sunstein and Mr. Castiglione the law firm who has a major conflict of interest.

Subsequent to December 31, 2004, the Court issued a show cause order whereby
Viper is required to show cause why it should not be held in contempt for
violating the Court's previous order. On March 8, 2005 the Court found Viper not
to be in contempt, re-affirmed its December 9, 2004 order and refused to clarify
the December 9, 2004 order granting the Company its preliminary Injunction.

Subsequent to December 31, 2004, the Company settled with OutSource Now whereby
OutSource Now paid $2,500 and the parties issued mutual releases.

 In March 2005, the Company settled with Ms. Allee, whereby Ms. Allee released
the Company for a Department of Labor dispute, the parties issued join releases
and the Company paid Ms. Allee $2,500.

Subsequent to December 31, 2004, on or about March 21, 2005, the Company filed
an action in Superior Court of San Diego against, Brian Bonar, Eric Gaer,
Richard Green, Robert Dietrich, Peter Benz and Dalrada Financial Corporation
(formerly Imaging Technologies Corporation: "ITEC") . Bonar, Gaer, Green and
Dietrich are former members of the board of directors of the Company were also
serving as board members of ITEC during 2003 and part of 2004. The action
alleges Breach of Fiduciary Duty, Fraud; negligent misrepresentation,
concealment and conversion. The action also alleges legal malpractice against
Owen Naccarrato and conspiracy to defraud against Peter Benz. The Company seeks
two million dollars in damages.


ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE


None

                                       50


<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, 2004 are as follows:



        NAME                  AGE   SINCE   DIRECTOR TITLE
        ----                  ---   -----   --------------

        Thomas Beener         55    1999    Director and Chief Executive Officer
        Rick Moscatello       44    2004    Director
        John Celms            55    2004    Director


         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.

         John Celms has served as a member of the Board of Directors since
August 2004. Mr. Celms holds a MBA from Harvard University and has served in
various capacities including a position as financial accounting with Wayrehuaser
in Hong Kong, President of an NASD brokerage firm, CEO of a technology firm.
Seattle Silicon, and various consulting projects.

         Rick Moscatello has served as member of the Board of Directors since
August 2004. Mr. Moscatello is a former employee of Greenland. Mr. Moscatello
was responsible for establishing all back room operations for Greenland and
subsequently, served as Chief Operating Officer.

         During 2004, Mr. Bonar, Mr. Gaer, Mr. Green and Mr. Dietrich resigned
from the Board of Directors as part of the transaction between the Company and
ITEC in the first quarter of 2004.

         In August 2004, Mr. Cross and Mr. Godwin resigned from the Board of
Directors of the Company.

EXECUTIVE OFFICERS

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



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

        Thomas Beener              55         Chief Executive Officer
        Thomas Beener              55         Chairman of the Board
        Thomas Beener              55         Chief Accounting Officer

                                       51


<PAGE>

ITEM 11. EXECUTIVE COMPENSATION.


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

<S>                                    <C>        <C>          <C>           <C>              <C>           <C>
Thomas Beener(1)                       2004       178,000      -             -                3,000,000     -
Chief Executive Officer                2003       168,000      -             -                5,000,000     -
</TABLE>



(1) Mr. Beener salary was paid by Expert HR.
(OPTION/SAR GRANTS IN LAST FISCAL YEAR)

         The following table provides information on Options/SARs granted in the
2004 Fiscal Year to the Named Officers.


<TABLE>
<CAPTION>
                                 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% ($)

<S>                              <C>               <C>               <C>            <C>           <C>                <C>
Thomas Beener                    3,000,000         25%               .016           N/A           $  2,500           $  5,000
</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, 2005 ($0.015).

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

         The following table provides information on option exercises in the
2004 Fiscal Year by the Named Officers and the value of such Named Officers'
unexercised options at December 31, 2004. Warrants to purchase Common Stock are
included as options. No stock appreciation rights were held by them at the end
of the 2004 Fiscal Year.


<TABLE>
<CAPTION>
                          SHARES         VALUE        NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                          ACQUIRED ON    REALIZED     UNDERLYING UNEXERCISED           IN-THE-MONEY OPTIONS/SARS
NAME                      EXERCISE (#)   ($)          OPTIONS/SARS AT FY-END (#)       AT FISCAL YEAR END ($) (1)
                                                      EXERCISABLE     UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE

<S>                       <C>            <C>          <C>             <C>              <C>             <C>
Thomas Beener             -              -            8,825,005       -                $    88,250     $    -
</TABLE>


(1)    At the 2004 fiscal year end, the closing price of the Common Stock on
       that date as quoted by the NASD Electronic Bulletin Board was $0.0019.

COMPENSATION OF DIRECTORS

         None.

                                       52


<PAGE>

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

         None

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation Committee currently consists of Messrs. Celms and,
Moscatello. None of these individuals was an officer or employee of the Company
at any time during the 2004 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, 2005, 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.



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

        Thomas Beener (2)                    13,825,005           12.2%
        John Celms (3)                        1,900,000            1.7%
        Rick Moscatello (3)                   1,900,000            1.7%

             All current directors and
           executive officers
           (group of 3)                      17,625,005           15.6%

         (1) Percentage of ownership is based on 113,022,365 shares of Common
Stock outstanding on March 31, 2005. Shares of Common Stock subject to stock
options, warrants and convertible securities which are currently are deemed
outstanding for computing the percentage of the person or group holding such
options, warrants or convertible securities but are not deemed outstanding for
computing the percentage of any other person or group.

         (2) Including options now exercisable to purchase 5,000,000 shares of
Greenland common stock at $.002 per share, 3,000,000 shares of Greenland common
stock at $.016 per share, 5,000,000 shares of Greenland common stock at $.01 per
share, 500,000 shares of Greenland common stock at $.0035 per share, 5,000,000
shares of Greenland common stock (does not include compensation owed Mr. Beener
of approximately $187,800 which may be paid in the form of cash, stock and/or
stock options).

         (3) Includes options to purchase 1,900,000 shares that are currently
exercisable.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.

                                       53


<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.

                                       54


<PAGE>

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

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

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


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


         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.

                                       55


<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:    March 31, 2005

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.




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

 /s/ Thomas Beener   Chief Executive Officer and Chairman of the
 -----------------        Board and Chief Financial Officer
   Thomas Beener
                            (PRINCIPAL EXECUTIVE OFFICER)         March 31, 2005
                           (PRINCIPAL ACCOUNTING OFFICER)

  /s/ John Celms                      Directors                   March 31, 2005
  --------------
     John Celms

/s/ Rick Moscatello                   Director                    March 31, 2005
-------------------
  Rick Moscatello


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.

                                       56