<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, 2000
                                       OR

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

                         COMMISSION FILE NUMBER: 017833

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

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


                              1935 AVENIDA DEL ORO
                               OCEANSIDE, CA 92056
              (Address and zip code of principal executive offices)

                                 (760) 414-9941
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
/X/  YES   NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (*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, 2001, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $6,882,728 based upon a $0.09 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
               77,703,813 SHARES OUTSTANDING AS OF MARCH 31, 2001

                       DOCUMENTS INCORPORATED BY REFERENCE


Certain information required by Part III of this Form 10-KSB is included by
reference to the Company's definitive proxy statement filed in accordance with
rule 14a-101, Schedule 14A.

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 September 1994, the Company acquired GAM
Properties, Inc., which it sold for stock, in December 1997, to Golden Age
Homes, Inc.

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

The Company was previously engaged in the development and marketing of
communications technology, called AirLink, to enable utilities to automate
meter-reading functions. On April 5, 1999, the Company sold its AirLink
technology to Telenetics Corporation.

Following the acquisition of Check Central, Greenland devoted itself to the
development and marketing of automated check cashing products and technologies.
For the past several years, the Company has worked on the development and
marketing of its MAXcash(TM) automated banking machine ("ABM"), a product
similar in form to an automated teller machine ("ATM").

The Company has also worked on the development of point-of-sale transaction
software to provide back-office support for a network of such machines in the
field. The Company placed the first production units of its MAXcash ABM in the
field in the second quarter of fiscal year 1999. To date, the Company has placed
31 of these systems in ten U.S. states, including California, Colorado, Kansas,
Louisiana, Nevada, North Carolina, South Carolina, and Michigan and Washington.
Key customers and test sites included locations in Wal-Marts, Piggly Wiggly
Stores, and Texaco Star-Marts, among others.

Over the past two years, the Company has developed expertise in the
point-of-sale transaction business through its efforts related to the MAXcash
ABM. In the future, the Company expects to continue its focus and efforts on the
sale of these proprietary systems, as well as expand its operations going
forward on providing open-systems point-of-sale ("POS") transaction processing
support.

During fiscal year 2000, the Company worked to improve its back-office POS
software systems support. However, the Company is in litigation with Seren
Systems, Inc. ("Seren"), its principal software developer and may need to
acquire and/or build new software from alternative sources. (ALSO SEE "RISKS AND
UNCERTAINTIES" AND "LEGAL MATTERS.")

The Company's principal executive offices are located 1935 Avenida del Oro,
Oceanside, CA, 92056. The Company's main phone number is (760) 414-9941.


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MARKET OVERVIEW

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

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

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

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

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

Check cashing and other financial services are not the exclusive province of
check cashing stores, or even the use of automated kiosks like the Company's
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.

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

The financial potential associated with selling and operating stand-alone
automated check cashing machines such as the MAXcash ABM, is considerable., The
scope of such an effort requires considerable financial capital. (ALSO SEE
"RISKS AND UNCERTAINTIES.") The Company plans to leverage its experience and
resources to providing back-office software support for such services and to
partnering with other POS and risk-management concerns (both hardware and
software) to offer retailers cost effective access to financial and
risk-management services for their customers. (ALSO SEE "BUSINESS STRATEGY.")

In addition, the Company, in January 2001, announced that it intends to build
shareholder value through acquisitions of related POS services industry
companies. While there is no assurance that acquisitions will occur, management
believes that the Company provides an opportunity for private companies to gain
liquidity for their shareholders, and gain access to funding sources that may be
available through public corporate vehicles.
(ALSO SEE "RISKS AND UNCERTAINTIES" AND "BUSINESS STRATEGY.")

BUSINESS OPERATIONS

The Company has been engaged in the development of software that is capable of
providing consumers with a full range of automated financial services including
payroll and other check cashing, ATM, wire transfers, bill paying, money order
and phone card dispensing services delivered through a freestanding kiosk,
similar in appearance to an ATM machine. The Company acquired this technology in
May 1998. To increase the utility of this base code, the


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Company had been primarily working with Seren Systems, a third-party software
development company. However, it is currently involved in legal proceedings that
may compromise the Company's continued use of the software modifications
developed by Seren, and the ownership of the modified software source code.
(ALSO SEE "LEGAL MATTERS.")

The Company placed the first production units of its MAXcash ABM in the field in
the second quarter of 1999. These units have been providing check cashing, ATM,
money order and phone card dispensing services, up until the end of the first
quarter of 2001. The Company has had more than 31 units in operation located in
nine States, including California, Colorado, Kansas, Louisiana, Nevada, North
Carolina, South Carolina, Michigan and Washington. Through these activities, the
Company has developed expertise in retail-based financial services. These
marketing efforts were based on a revenue model that included sales of
check-cashing hardware, and the resulting recurring revenue generated from the
transaction fees extracted from check cashing, ATM, money order and prepaid
phone card sales. The platform was also initially designed to support additional
transactions, e.g., wire transfers and electronic bill payments, although such
were not added due to the Seren dispute and other matters. (ALSO SEE "LEGAL
MATTERS.")

As a result of Seren's refusal to release the Company's MAXcash operating source
code, the Company is currently unable to modify the installed version of the
operating software to fix defects or "bugs." In addition, current management's
view is that the original and properly functioning Check Central check-cashing
system was incompletely integrated by Seren with respect to its risk management
functions. Pursuant to the litigation, a functional review was conducted of
Seren's most current version of the system. The technical assessment found the
updated system to still be lacking many of the MAXcash terminal bug fixes, and
it did not fully integrate all of the risk management components of the Check
Central software. (Also see "Legal Matters.")

The Company's technical review also indicated that it would take three to six
months to complete and test this latest version of the Company's proprietary
system. On April 2, 2001, primarily as a result of the functional review, the
Company was forced to temporarily suspend its check processing operations, as
well as sales and distribution of the MAXcash terminals, due to greater than
acceptable check processing risk and to operating losses until the
integration of the Check Central software with the MAXcash operating system
is completed. (ALSO SEE "RISKS AND UNCERTAINTIES" AND "LEGAL MATTERS" AND
"SUBSEQUENT EVENTS.")

Management has identified immediately available alternatives, including credible
national suppliers of software resources in order to complete the development
necessary to provide ongoing support for its existing MAXcash ABM. The Company
is currently in contract negotiations with a number of such suppliers. Barring
unforeseen events, the Company expects to continue check processing operations
within four to six months once the development of operating software is
complete. (ALSO SEE "RISKS AND UNCERTAINTIES.")



THE MAXCASH ABM - GENERAL OPERATION

A potential check cashing customer can enroll for a check cashing membership at
any MAXcash ABM location by simply filling out and inserting the application
into the machine or enrolling by voice over a dedicated telephone. The check is
scanned and returned to the customer. A photo image of the customer, the
application, and the check are transmitted for approval to the Company's call
center. The initial approval process is brief - approximately ten minutes,
depending upon how quickly the applicant's information can be verified. The
approval process involves confirmation of basic information such as employment,
employer's bank account, driver's license, and address. Upon approval, customers
can then cash their payroll check by inserting the check into the scanner and
following the on screen directions. The customer has a choice of selecting
either Spanish or English by simply touching the screen.

Once the check is inserted, the customer is prompted to enter a Personal
Identification Number ("PIN") the customer selected when filling out the
application. If there are any questions, a telephone handset is provided and,
when lifted by the customer, dials directly into the Company's customer service
center. The customer service representative can help the customer through the
prompts in either Spanish or English. If there are no questions, the screen will
prompt the customer to enter the check date and amount, insert the check into
the scanner, and once approved, the check is cashed. The processing software
used by the Company's call center is designed to perform up to one hundred and
twenty-four separate algorithms and can approve the check in seconds. Any checks
that are not approved are rejected and returned to the customer.


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For future transactions, customers are mailed a membership card that contains a
magnetic strip and looks like a standard ATM card. If a card is lost or stolen,
customers will still be able to cash checks by remembering the social security
or unique identification number and PIN. If the customer loses his card and
forgets his numbers, the Company can still cash the check by comparing the
customer's original photo with the person standing in front of the MAXcash ABM
camera, reviewing the customer's unique history file, make a determination of
risk and approve or deny the check cash transaction.

Once the check is approved, a fee is deducted from the face value of the check
and the remaining balance is then available to the customer to be taken as cash
and/or in product - money orders, phone cards and/or other products purchased as
they became available. The customer is prompted to select the amount to be
dispensed in any combination of cash or products purchased. No coins are
dispensed - cash is dispensed to the customer in increments of $1, $5, $20 and
$100 denominations, rounding the transaction up or down to the nearest whole
dollar. The Company also has a two-cassette dispensing model that pays out
amounts using, e.g., $50's and $20's, with any balance paid via a voucher. This
in-store voucher is good for purchases or cash at the register.

The checks cashed during the day are stored in a keyed lock box. The retailer
removes the checks from the ABM at the end of the day and deposits the checks
into a designated clearing account at a local bank. A fee based on a percentage
of the total amount of checks authorized is deducted from the clearing account
on a daily basis. A transaction detail report is provided that shows the fee
breakdown along with all in-store vouchers, money orders, checks cashed, ATM
withdrawals and any other transactions. The daily reports are provided by the
Company and are sent via e-mail directly to the customer's designated location
each day. The detailed reports enable the retailer to reconcile the daily check
deposits to the daily summary.

Cash loading is generally the responsibility of the retailer, unless other
arrangements are made. The Company has entered into an arrangement with Bantec
to load certain machines placed in operation by the Company. Bantek loads the
machine twice a week and deposits the checks at a central bank account.
Depending on the volume of checks cashed and other services provided a merchant
is expected to load approximately $50,000 to $100,000 of cash in each machine.

The Company supplies money orders through an arrangement with Travelers Express,
and can make arrangements with others as required.

BUSINESS STRATEGY

The Company's long-term goal is to participate successfully in the $60+ billion
check cashing market by offering an open-architecture POS/check cashing
transaction processing platform, either for self-service or clerk assisted
transactions. In addition to the Company's support for its MAXcash ABM kiosk,
the Company plans to broaden its market focus and reposition itself as a leading
provider of back-office transactions and support services to the self-service
check cashing, retail, and POS transaction industries - including check approval
and guarantee services, merchant POS services, ATM transaction processing, money
order and prepaid phone card dispensing, wire transfer, bill pay, and other
products and services. By creating an open-systems transaction processing
environment, the Company will be repositioned as a "switch" that multiple
providers can connect to and through. As a switch, the Company will be in a
better position to not only leverage its own direct sales efforts, but also
those of national ATM & POS hardware suppliers such as NCR, Diebold, Tidel,
Triton, Cross, IBM, Verifone (H-P), etc., which could have the effect of
accelerating short- and long-term sales growth. (ALSO SEE "RISKS AND
UNCERTAINTIES.")

In order to sell its MAXcash ABM, the Company initiated contracts with
approximately 37 select ATM and merchant services Distributors across the
country. The Company's distributor agreements provide for two level pricing
depending on the number of machines sold. Distributors are not required to
purchase product for inventory.

In addition, the Company contracted, in December 1999, with Affiliated Computer
Services - Electronic Commerce Group ("ACS"), based in Dallas, Texas as a
distributor for the Company pursuant to a two-year, non-exclusive
distributorship agreement, providing ACS certain exclusive rights to market,
sell and distribute the MAXcash ABM in the United States. ACS is a diversified
information technology company with annual sales of over two billion dollars.
Supported by field sales offices in most major cities, ACS provided processing
for more than 18,000 ATM machines nationwide and provided maintenance for more
than 10,000 machines. Management believed that ACS could have provided access to
large chain outlets and banking institutions that otherwise would not be
accessible to the Company.


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On June 24, 2000, ACS also engaged the Company to provide development and
eventually transaction processing services for a large scale ABM-like terminal
distribution project with 7-Eleven, Inc. (publicly known as "V.com") under the
"Interim Work and Assignment Agreement." Other development and technology
partners in this project included NCR, American Express, Western Union, First
Data Corporation, EDS and Mosaic Software. 7-Eleven's goal for V.com is
deployment of the NCR-designed advanced ABM-like check cashing/financial
services kiosks into their 5,000 locations in North America.

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 this 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. (ALSO
SEE "RISKS AND UNCERTAINTIES" AND "LEGAL MATTERS.")

ACS sold their Electronic Commerce Group in June 2000, to Genpass Technologies,
a wholly owned subsidiary of Genpass, Inc. ("Genpass"). The V.com development
and services project stayed with ACS in their Retail Solutions subsidiary. The
MAXcash distribution contract was assigned to Genpass at the time of sale. In
October 2000, the Company's participation in the V.com project development work
was stopped due to the rise of the software property dispute, and subsequent
litigation proceedings with Seren. (ALSO SEE "RISKS AND UNCERTAINTIES" AND
"LEGAL MATTERS.")

To date, neither the ACS nor the Genpass relationships have generated any
MAXcash ABM sales, nor are there any known commitments by Genpass to continue to
promote the MAXcash terminals and associated transaction processing.

Self-service check cashing (and the addition of related products and services)
is a capital-intensive business. In addition to significant risk management
issues, each machine sold or owned by the Company requires substantial working
capital to build, operate, maintain inventory of, ship, and service.
Furthermore, substantial amounts of cash are required to meet the needs of
customers who use the machine.

Accordingly, the Company intends to eliminate direct manufacturing and reduce
its efforts on direct placements of MAXcash ABM units in favor of fully
outsourcing such machine assembly and sales efforts, supported by the Company's
proprietary POS transaction software. Using historical and ongoing database
analysis, the Company believes it can also provide the associated services of
automated settlement functions and reporting at substantially reduced cost,
along with reducing the risk of bad checks to such outsourcing partners and
customers.

In order to accomplish these new objectives, the Company is in the process of
exploring several strategic partnerships for the continued development and sales
of hardware systems (ABM-like machines), POS transaction software (the
back-office), all to reside on an advanced, third-party supplied host platform.
The net effect of this strategy is to reduce The Company's ongoing business
risk, previously reliant on an exclusively in-house ABM sales strategy.

Concurrently, management is devoting the Company's resources to further enhance
its proprietary back-office risk management operations to support fully
automated POS check cashing approval and guarantee services. The proposed
processing architecture will be reengineered as an open platform systems
environment in order to provide support for multiple existing ATM and POS
vendors, e.g., NCR, Diebold, Tidel and others, in addition to the Company's
MAXcash ABM. The Company will then be able to leverage the direct sale forces of
these large-scale, national hardware manufacturers in order to generate sales
revenues.

While the Company is engaged in this process, and given the technical
limitations imposed by the Seren-originated software code dispute, the
Company, on April 2, 2000, temporarily suspended its current check cashing
operations in order to minimize its check cashing risk, reduce operating
losses, and to conserve capital. (ALSO SEE "RISKS AND UNCERTAINTIES" AND
"LEGAL MATTERS" AND "SUBSEQUENT EVENTS.")

Notwithstanding the above, the Company's forward looking strategy is to begin to
broaden its focus and to reposition itself as a POS systems and services
company, offering bundled solutions (hardware and software) to its target
markets, which include financial institutions, grocery stores, high-volume
retailers, independent check cashers, convenience stores, and gas stations.
These target markets account for over 325,000 locations in the U.S.


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The Company's back-office support infrastructure, once fully developed and
deployed, is expected to support payroll and personal check cashing services,
merchant POS services, software systems and support. In support of this
strategy, and to augment sales and systems development where practical,
potential acquisitions have been identified that may play a significant role in
the Company's future growth. However, there is no assurance that the Company
will be able to make any such acquisitions. (ALSO SEE "RISKS AND
UNCERTAINTIES.")


MANUFACTURING, PRODUCTION, AND SOURCES OF SUPPLY

The Company plans to outsource the manufacturing and assembly of its MAXcash
terminals. It has recently taken steps to eliminate the need to continue to
assemble its MAXcash ABM product in-house in favor of contracting such services
from other companies on an original equipment manufacturing ("OEM") basis. The
Company will use its current inventory, as well as potential additional
purchases, in the production and assembly of such outsourced OEM ABM units.

In addition to buying components from outside vendors, the Company purchases
and/or licenses software programs, including operating systems and intellectual
property modules (pre-written software code to execute a specifically defined
operation). The Company has directly licensed system software that is either
embedded or otherwise incorporated in its products.

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

WARRANTY/MAINTENANCE

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


RESEARCH AND DEVELOPMENT

The markets for the Company's products and services may be characterized by
evolving technology, new product introductions, and price competition.
Accordingly, the Company monitors new technology developments and coordinates
with suppliers, distributors and dealers to enhance existing products and lower
costs. Advances in technology require ongoing investment. (ALSO SEE "RISKS AND
UNCERTAINTIES.")

COMPETITION

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

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

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


INTELLECTUAL PROPERTY

The Company intends to protect its technology by filing copyright and patent
applications for the patentable technologies that it considers important to the
development of its business. The Company also intends to rely upon trade
secrets, know-how and continuing technological innovations to develop and
maintain competitive advantage.


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

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


PERSONNEL

Including its officers, the Company employed 34 full-time employees at December
31, 2000. Since the end of fiscal 2000, the Company has reduced its full-time
work force. As of the date of this filing, the Company employs 6 full-time
employees, as well asuses several independent consultants and contractors for a
variety of tasks, including engineering, manufacturing, software development,
shareholder relations, and sales and marketing. None of the Company's employee's
are covered by collective bargaining agreements and the Company considers its
employee relations to be satisfactory.

GOVERNMENT REGULATION

The Company is subject to regulation in several jurisdictions in which it
operates, including jurisdictions that regulate check cashing fees and payday
advance fees. The Company is 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 the Company 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 the Company's 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 the Company, 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.

The Company operates in eight states that have licensing and/or fee regulations
on check cashing and/or other services provided by the Company. The Company
and/or the appropriate party is licensed in each of the states in which a
licensed is currently required to operate as a check casher and/or other service
provider. The Company's fee structures are at or below the applicable rate
ceilings adopted by each of these states.

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 the Company, must report each deposit, withdrawal,
exchange of currency or other payment or transfer, whether by, through or to the
financial institution, that involves currency in an amount greater than $10,000.
In addition, multiple currency transactions must be treated as single
transactions if the financial institution has knowledge that the transactions
are by, or on behalf of any person and result in either cash in or cash out
totaling more than $10,000 during any one business day.

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

RISKS AND UNCERTAINTIES

LIMITED OPERATING HISTORY: The Company began its check cashing operations in
1998. Accordingly, the Company has a limited operating history and its 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 are


                                       8
<PAGE>

exposed. These risks include that its check cashing machines may not operate
effectively after they are sold on a much larger scale, risks that competition
and rapid technological change in the check cashing industry could adversely
affect market acceptance of our products and services; risks that automated
check cashing machines may not be accepted, and risks that the Company's
back-office POS services will not be widely accepted and provide adequate
revenues. The Company cannot provide assurances that its business strategy will
be successful or that the Company will successfully address these risks and the
risks described herein.

HISTORY OF LOSSES; NO ASSURANCE OF PROFITABILITY: Although the Company has
generated some revenues from the sale of its check cashing machines, as well
as from custom software application development, the Company is not
profitable and cannot be certain it will achieve sufficient revenue to
achieve profitability. The Company has incurred net losses throughout its
history. As of December 31, 2000, the Company had an accumulated deficit of
$21 million. The Company is altering its business strategies, which may
further delay its ability to generate revenues and profits. The Company
expects that it will continue to lose money on its automated check cashing
operations for the next two years.

NEED FOR FUTURE CAPITAL: The Company's business has not been profitable in the
past and it may not be profitable in the future. The Company may incur losses on
a quarterly or annual basis for a number of reasons, some within and others
outside its control. (SEE "POTENTIAL FLUCTUATION IN QUARTERLY PERFORMANCE.") The
growth of the Company's business will require the commitment of substantial
capital resources. If funds are not available from operations, the Company will
need additional funds. The Company has sought and will continue to 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 needed. Even if funds
are available, the terms under which the funds are available may not be
acceptable to the Company. Insufficient funds may require the delay, reduction,
or elimination of some or all of the Company's planned activities. (ALSO SEE
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - LIQUIDITY AND CAPITAL RESOURCES.")

POTENTIAL FLUCTUATION IN QUARTERLY PERFORMANCE: Quarterly operating results can
fluctuate significantly depending on a number of factors, any one of which could
have a material adverse effect on the Company's results of operations. The
factors include: the timing of product/services announcements and subsequent
introductions of new or enhanced products and/or services by the Company and by
its competitors, the availability and cost of inventories, the market acceptance
of products and services, changes in the Company's prices and in the Company's
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.

The Company may experience significant quarterly fluctuations in revenues and
operating expenses as it introduces new products and services; especially as it
repositions itself from hardware sales to POS services. Furthermore, quarterly
results are not necessarily indicative of future performance for any particular
period.

PRODUCTS AND SERVICES MAY CONTAIN UNDETECTED AND UNRESOLVED DEFECTS: New or
enhanced services to its products and services may contain undetected or
unresolved software or hardware defects when they are first introduced or as new
versions to the system are released. In the past the Company has discovered
errors in the products and it is possible design defects will occur in new
products or upgraded products. These defects could result in a loss of sales and
additional costs as well as damage to our reputation and the loss of
relationships with our customers.

RISK OF TECHNICAL PROBLEMS OR PRODUCT DEFECTS: There can be no assurances that,
despite testing and quality assurance efforts that may be performed by the
Company and/or its manufactures and subcontractors, that technical problems or
product defects will not be found. These problems or product defects could
result in the loss or delay in market acceptance and sales, diversion of
development resources, injury to the Company's reputation, and/or increased
service and support costs, any one of which could have material adverse effects
on the Company's business, financial condition, and results in operation.

GOVERNMENT REGULATION: The Company is subject to regulation in several
jurisdictions in which it operates, including jurisdictions that regulate check
cashing fees and payday advance fees. The Company could also become subject to
federal and state regulations relating to the reporting and recording of certain
currency transactions. There can be no assurance that additional state or
federal statutes or regulations will not be enacted at some future date which
could inhibit the ability of the Company to expand, significantly decrease the
service charges for check


                                       9
<PAGE>

cashing, payday advances and/or other services, or prohibit or more stringently
regulate the sale of certain goods and services, which could cause a significant
adverse effect on the Company's future prospects.

HIGHLY COMPETITIVE INDUSTRY: The markets for the Company's products and services
are highly competitive. The Company's ability to compete in its markets depends
on a number of factors, including selling prices, product performance, product
distribution, marketing ability, and customer support.

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

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

PRODUCT LIVES AND TECHNOLOGICAL CHANGE: The markets for the Company's products
and services are characterized by rapidly evolving technology. The future
success of the Company will depend on its ability to continue to develop and
deliver competitive products and services. Advances in technology will require
increased investment in product development to develop and maintain the
Company's market position. If the Company is unable to develop new, competitive
products and services in a timely manner, its financial condition and results of
operations will be adversely affected.

DEVELOPING MARKETS AND APPLICATIONS: The markets for the Company's products and
services are relatively new and are still developing. Management believes that
there has been growing market acceptance for check cashing services. The Company
cannot be certain, however, that these markets will continue to grow. Other
technologies are constantly evolving and improving. The Company cannot be
certain that products and services based on these other technologies will not
have a material adverse effect on the demand for its products and services.

DEPENDENCE UPON SUPPLIERS: The Company depends on acquiring products and
software from outside suppliers. The Company relies heavily on these suppliers
for upgrades and support. The Company cannot be certain that all of its
suppliers will continue to make their products and technologies available to the
Company, or that these suppliers will not provide their products and
technologies to other companies simultaneously.

COMPONENT AVAILABILITY AND COST; DEPENDENCE ON SINGLE SOURCES: The Company
presently outsources the production of some of its manufactured products
through a number of vendors. These vendors assemble products, using
components purchased by the Company from other sources or from their own
inventory. The terms of supply contracts are negotiated separately in each
instance. Although the Company has not experienced any difficulty in the past
in engaging contractors or in purchasing components, present vendors may not
have sufficient capacity to meet projected market demand for the Company's
products and alternative production sources may not be available without
undue disruption.

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

RISKS RELATED TO ACQUISITIONS: In order to grow the business, the Company
intends and may acquire businesses that management believes are complementary to
its core check cashing and POS services business. To successfully implement this
strategy, the Company must identify suitable acquisition candidates, acquire
these candidates on acceptable terms, integrate their operations and technology
successfully with the Company, and retain existing customers and maintain the
goodwill of the acquired business. The Company may fail in its efforts to
implement one or more of these tasks. Moreover, in pursuing acquisition
opportunities, the Company 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 those of the Company.
Competition for these acquisition targets likely could also result in increased
prices of acquisition targets and a diminished pool of companies available for
acquisition. Overall financial performance will be materially and adversely
affected if the Company is unable to manage internal or acquisition-based growth
effectively.


                                       10
<PAGE>

Acquisitions involve a number of risks, including: integrating acquired products
and technologies in a timely manner; integrating businesses and employees with
the Company's business; managing geographically-dispersed operations; reductions
in the Company's 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; the
Company's 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 the Company's reputation, and any acquired
business could significantly under perform relative to expectations. The Company
is currently facing all of these challenges and its ability to meet them over
the long term has not been established. As a result, the Company cannot be
certain that it will be able to integrate acquired businesses, products or
technologies successfully or in a timely manner in accordance with its strategic
objectives, which could have a material adverse effect on overall financial
performance.

In addition, if the Company issues 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 Greenland common stock. (ALSO SEE "FUTURE CAPITAL NEEDS.")

DEPENDENCE ON KEY PERSONNEL: The success of the Company is dependent, in part,
upon its ability to attract and retain qualified management and technical
personnel. Competition for these personnel is intense, and the Company will be
adversely affected if it is unable to attract additional key employees or if it
loses one or more key employees. The Company may not be able to retain its key
personnel.

POSSIBILITY OF CHALLENGE TO PRODUCTS OR INTELLECTUAL PROPERTY RIGHTS: The
Company intends to protect its technology by filing copyright and patent
applications for the patentable technologies that it considers important to the
development of its business. The Company also intends to rely upon trade
secrets, know-how and continuing technological innovations to develop and
maintain competitive advantage.

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

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

Additionally, competitors may assert that the Company infringes their patent
rights. If the Company fails to establish that it has not violated the asserted
rights, it could be prohibited from marketing the products that incorporate the
technology and it could be liable for damages. The Company could also incur
substantial costs to redesign its products or to defend any legal action taken
against it.

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


                                       11
<PAGE>

VOLATILITY OF STOCK PRICE: The market price of Greenland's common stock
historically has fluctuated significantly. The Company's 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
Greenland's business; fluctuations in the Company's operating results;
announcements of technological innovations, new products or enhancements by the
Company or its competitors; general conditions in the markets served by the
Company; general conditions in the U.S. economy; developments in patents or
other intellectual property rights; and developments in the Company's
relationships with its 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 Greenland common stock may
fluctuate significantly based upon factors unrelated to the Company's operating
performance.

ABSENCE OF DIVIDENDS: The Company has not paid any cash dividends on its common
stock to date and it does 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.


ITEM 2.

DESCRIPTION OF PROPERTY

The Company currently occupies approximately 12,000 square feet of office space
at 1935 Avenida Del Oro, Oceanside, California for its executive offices and its
assembly operations. The Company entered into a five-year lease, commencing May
1, 2000 and pays approximately $11,000 per month rental payment.

As the Company phases out its manufacturing operations, it expects to reduce the
amount of space it leases currently. The Company's equipment, furniture and
fixtures are in excellent condition.

ITEM 3.

LEGAL MATTERS

On September 29, 2000, the Company filed a First Amended Complaint for
declaratory Relief and Provisional Remedies in San Diego County Superior Court
against Seren Systems, Inc. The Complaint sought preliminary relief in a dispute
regarding the ownership of software technology paid for by the Company, which
Seren Systems, Inc. has refused to deliver and/or make available to the Company.
As a result, the Company has been unable to fulfill its obligations with respect
to certain purchase orders and/or contracts. On November 3, 2000, the judge
issued a telephone ruling denying the Company's request for a preliminary
injunction. On, December 15, 2000,the Company dismissed this action.


                                       12
<PAGE>

On October 12, 2000, the Company filed a Demand for Arbitration with the
American Arbitration Association against Seren Systems, Inc. with respect to the
above mentioned dispute. The November 26, 1998 Consulting Agreement by and
between the Company and Seren Systems, Inc. stipulates that any controversy
between the parties shall be settled by binding arbitration. A hearing date is
scheduled for September 17, 2001. Although there can be no assurance as to the
outcome of the proceeding, the Company is confident that, once the true facts in
this matter are fleshed out before an arbitrator, the Company will obtain the
substantive determination necessary to obtaining the return of its property
and/or to collect damages. In addition to the return of its property, the
Company seeks actual damages in the amount of $2 million, including the return
of payments made to Seren as a subcontractor for the Company on the ACS/7-Eleven
V.com project; Seren Systems has counterclaimed for damages in the amount of
$700,000.

On December 19, 2000, the Company filed a Complaint for Declaratory Relief and
Provisional remedies in Los Angeles County Superior Court against Seren Systems,
Inc. The Complaint was brought in Los Angeles County in response to certain
venue-related issues. The Complaint is for the remedies as requested in the San
Diego action cited above. In addition, the Complaint seeks damages as related to
a contract between the Company and Seren dated on or about June 30, 2000 that is
part of the dispute with Seren. At this time, Seren and the Company have stayed
all proceedings.

On August 20, 2000, Michael Marcinko filed a Compliant in San Diego County
against the Company. The Complaint is for injunctive relief and breach of
fiduciary duty. The Company settled the litigation and the action has been
dismissed.

On July 7, 2000, Magnum Financial filed a Complaint in Los Angeles County
against the Company. The Complaint is for breach of contract and seeks damages
of approximately $30,000. The Company entered into a settlement agreement and
the action has been dismissed.

On March 23, 2000 Arthur Kazarian, Trustee for the General Wood Investment Trust
(the "Landlord") filed a Complaint in San Diego County. The Complaint alleges
Unlawful Detainer and seeks damages of approximately $30,000 plus related
damages subject to mitigation by the Landlord. The Company filed an answer to
the Complaint and is confident that this matter will be resolved.

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.



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE.

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


                                       13
<PAGE>

PART II.
--------------------------------------------------------------------------------
ITEM 5.

MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's common stock is traded in the over-the-counter market, and quoted
on the OTC Electronic Bulletin Board under the symbol "GLCP". The Company's
common stock has traded, during the fiscal year ended December 31, 2000 between
$1.94 and $0.03 per share. The number of shares of record of common stock, $.001
par value, of the Company was 69,962,830 at December 31, 2000 and 77,703,813 at
March 31, 2001. The following table sets forth the quarterly high and low last
sales prices per share for the common stock as reported by the OTC Electronic
Bulletin Board:

<TABLE>
<CAPTION>

                                                            HIGH         LOW
                        -------------------------------------------------------
<S>                                                       <C>          <C>
                          Year ended Dec. 31, 1999
                                  First quarter           $  0.21      $  0.09
                                  Second quarter             0.46         0.17
                                  Third quarter              0.40         0.21
                                  Fourth quarter             0.62         0.29
                          Year ended Dec. 31, 2000
                                  First quarter           $  1.94      $  0.53
                                  Second quarter             0.83         0.23
                                  Third quarter              0.36         0.13
                                  Fourth quarter             0.19         0.03
                        -------------------------------------------------------
</TABLE>


On March 30, 2001, the last sales price for the common stock as reported by the
OTC Electronic Bulletin Board was $0.09 per share. On March 31, 2001 there were
approximately 1,574 shareholders of record of the common stock.

No cash dividends have been paid by the Company on its common stock, and the
Company does not currently intend to pay cash dividends on its common stock. The
current policy of the Company's Board of Directors is to retain earnings, if
any, to provide funds for operation and expansion of the Company's business.
Such policy will be reviewed by the Board of Directors of the Company from time
to time in light of, among other things, the Company's earnings and financial
position and limitations imposed by its lenders, if any.

ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion pertains to the Company's operations and financial
condition as of December 31, 2000, and should be read in conjunction with the
Company's financial statements and notes thereto, and other financial
information included elsewhere in this report.

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

The Company has invested, and continues to invest substantial amount of capital,
considerable time and effort in the continuing development and evolution of its
back-office, risk management and transaction support software systems.
Management has 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. However, management also believes that it has
created a convenient and cost effective system for check cash transaction
processing and the reporting of activity and earnings generated from its check
cashing ABMs through secure networks. Accordingly, the Company hopes to expand
its scope from manufacturing, distribution, and support of its proprietary
MAXcash ABM to also


                                       14
<PAGE>

providing support for the ABM-like terminals of other manufacturers.
Furthermore, the Company believes that it can be successful in providing
back-office and on-line transaction support to other hardware vendors and
retailers through a network and software system of its own design.

The Company's strategy for marketing and sales of the MAXCash ABM, during fiscal
2000, was directed at locating distributors of ATM machines and entering into
distribution agreements. This strategy enabled the Company to concentrate its
resources on product development and support. The Company signed a number of
such agreements (37 to date). Significant unit sales have not materialized to
date, however, primarily due to the Seren dispute.
(ALSO SEE "RISKS AND UNCERTAINTIES" AND "LEGAL MATTERS.")

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. Fees range from $0.35 per transaction to 60%
of the value of the transaction. However, without sufficient numbers of machines
in the field, this revenue stream did not produce material results in fiscal
2000.

The Company's long-term goal is to participate successfully in the multi-billion
dollar check cashing market by offering an open-architecture POS/check cashing
transaction processing platform, either for self-service or clerk-assisted
transactions. In addition to Greenland's support for its MAXcash ABM kiosk, the
Company plans to broaden its market focus and reposition itself as a leading
provider of back-office transactions and support services to the self-service
check cashing, retail, and POS transaction industries - including check approval
and guarantee services, merchant POS services, ATM transaction processing, money
order and prepaid phone card dispensing, wire transfer, bill pay and other
products and services.

By creating an open-systems transaction processing environment, the Company will
be positioned as a "switch" that multiple providers can connect to and through.
As a switch, the Company will be in a position to not only leverage its own
direct sales efforts, but also those of national ATM & POS hardware suppliers
such as NCR, Diebold, Tidel, Triton, Cross, IBM, Verifone (H-P), etc (ALSO SEE
"RISKS AND UNCERTAINTIES.")

In order to accomplish its objectives, the Company is in the process of entering
into several strategic partnerships for the continued development and sales of
hardware systems (ABM-like machines), POS transaction software (the
back-office), all to reside on an advanced, third-party supplied host platform.
This strategy is expected to reduce Greenland's ongoing business risk,
previously reliant on an exclusively ABM sales strategy.

Concurrently, management is devoting the Company's resources to further the
development of its proprietary back-office risk management operations to support
fully automated POS check cashing approval and guarantee services. The proposed
processing architecture will be reengineered as an open platform systems
environment in order to provide support for multiple existing ATM and POS
vendors, e.g., NCR, Diebold, Tidel and others, in addition to the Company's
MAXcash ABM. The Company hopes to leverage the direct sale forces of other
large-scale, national hardware manufacturers, maximizing its return on invested
capital.

Management believes that its software and POS transaction services can be
successfully provided to third party operators of financial services operations,
particularly in the check cashing and retail industries.

In January 2001, the Company announced that it intends to pursue acquisitions of
related POS services industry companies. While there is no assurance that
acquisitions will occur, management believes that Greenland provides an
opportunity for private companies to gain liquidity for their shareholders and
gain access to funding sources available through public corporate vehicles.
(ALSO SEE "RISKS AND UNCERTAINTIES" AND "BUSINESS STRATEGY.")


RESULTS OF OPERATIONS

REVENUE

The Company reported total revenues of $660 thousand from its two segments for
the year ended December 31, 2000 compared to revenues of $272 thousand for the
year ended December 31, 1999, which represents a $388 thousand, or 143%
increase. This increase resulted primarily from $303 thousand net earnings from
software development revenues included in the Company's processing segment. This
development was performed in conjunction with an Interim Work and Assignment
Agreement entered into, in June 2000, with ACS Retail Solutions (ACS) in
anticipation of a long term servicing agreement. As a result of a dispute
between Greenland


                                       15
<PAGE>

Corporation and Seren Systems Inc. regarding ownership of the software
technology, the Company was unable to complete its obligation with respect to
this agreement, and, as a result, the Company recorded an $84 thousand reserve
against the unpaid receivable balance. The Company earned transaction processing
revenues not related to software development of $42 thousand and $4 thousand for
the years ended December 31, 2000, and 1999, respectively.

The Company earned revenues from the sale of Check Cashing ATM's of $315
thousand and $268 thousand for the years ended December 31, 2000, and 1999,
respectively. The company sold 10 ABMs in 2000, and 11 ABMs in 1999.


COST OF GOOD SOLD

The Company incurred total costs of revenues of $3.0 million (461% of revenues)
and $546 thousand (201% of revenues) from its two segments for the years ended
December 31, 2000, and 1999, respectively. The costs incurred by the transaction
processing segment were $2.3 million and $263 thousand for the years ended
December 31, 2000, and 1999, respectively, resulting in gross margins on
transaction revenue of $(1.9) million, and $(259) thousand, respectively. The
primary cause of the increase between years was the $1.1 million in software
development costs primarily associated with the ACS agreement incurred in 2000.
Increased expenses included increased amortization of software development costs
of $231 thousand, labor costs of $256 thousand, and communications costs of $311
thousand. Management had anticipated improvements in the gross margin based on
anticipated increases in the number of machines serviced, and the associated
economies of scale. Such increases did not materialize.

The costs incurred in the sales segment were $775 thousand and $283 thousand for
the years ended December 31, 2000, and 1999, respectively. This $492 thousand,
or 173%, increase is primarily attributable to the reclassification of expenses.
During the first two quarters of 1999, the Company was a development stage
company and the costs associated with manufacturing test machines were included
in general and administrative expenses. Manufacturing costs include fixed
overhead expenses for items such as supervision, testing, and facilities, as
well as the direct cost of the machines sold. The gross margin on machine sales
for the years ended December 31, 2000, and 1999, was $(461) thousand and $(15)
thousand. Management had anticipated improvements in the gross margin on machine
sales as a result of sales volume increasing to a level sufficient to absorb
overhead costs. Such increases did not materialize


OPERATING EXPENSES

Operating expenses for the years ended December 31, 2000, and 1999 were $3.7
million and $2.9 million, respectively. The 31% increase was due primarily to
increased legal costs of $396 thousand, and increased marketing expenses of $331
thousand. Increased costs were also incurred for staffing and infrastructure
expenses in preparation of anticipated increases in sales and transaction
processing activity.

Research and Development Costs for the years ended December 31, 2000, and 1999,
respectively of $553 thousand and $1.2 million, respectively, decreased 54%,
which reflects the Company's completion of development of the Max Cash ABM in
the third quarter of 1999.

During March 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 company stock, release certain restrictions on Company
common stock held by SmartCash, issued warrants to purchase 500,000 shares of
Company common stock, and continue to pay commissions on sales of machines
until said commissions equal $320 thousand. In addition, the Company issued
SmartCash a note payable for $320 thousand that will be repaid through the
payment of the commissions noted above. The Company recorded an initial $566
thousand expense on this transaction. The Company subsequently recorded a
reserve for the $200 thousand note receivable.

OTHER EXPENSE


                                       16
<PAGE>

Net Other Expense of $405 thousand for the Year ended December 31, 2000
decreased $3.0 million from 1999. Expensed incurred in 2000 included a $200
thousand reserves against notes receivable; and a $150 thousand loss on the sale
of investments.

During 1999, the Company exchanged 1,100,000 convertible preferred shares in a
public company for notes receivable valued at $1.9 million with interest at 9%.
The Company had substantial doubt about the collectibility of the notes and,
therefore, established a $1.9 million, or 100%, allowance during 1999. The
Company does not recognize interest income on impaired notes.

In addition, during 1999, the Company recorded a $1.3 million loss reserve in
connection with the sale of 290,000 shares of convertible preferred stock in
Golden Age Homes, Inc. to one of its officers. The shares were not convertible
until December 1999 and the value at the time of conversion was uncertain. The
shares were carried at $1.5 million at the time of sale. As part of the
transaction, the Company was relieved of debts totaling $435 thousand and issued
2,800,000 shares to an officer of the Company valued at $285 thousand.


DISCONTINUED OPERATIONS

In April 1999, the Company sold its automated meter reading technology (AMR
division) in exchange for shares of convertible preferred stock with a face
value of $900 thousand. Accordingly, the AMR division is accounted for as
discontinued operations and its operating results are shown separately in the
accompanying financial statements. The AMR division had no net sales in 1999.
The only asset identifiable with the AMR division consisted of the automated
meter reading technology. The Company realized a gain of $713 thousand on the
disposal of the asset.


NET OPERATING LOSS; NET LOSS

For the year ended December 31, 2000, the Company had an operating loss of
$7.2 million compared to $4.3 million for the 1999, which represents an
increase of $2.9 million, or 67%. The increase was due primarily to expanded
operations to support anticipated (but unrealized) growth.

The net loss for the year ended December 31, 2000 was $7.5 million compared
to $6.8 million for fiscal year 1999, an increase of $700 thousand, or 11%.
The comparative net loss for fiscal 2000 would have been larger than for the
previous year except for reserves of $1.9 million taken in the fiscal 1999
related to the convertible preferred shares in a public company, and the $1.3
million loss incurred on the sale of 290,000 shares of convertible preferred
stock in Golden Age Homes, Inc.

LIQUIDITY AND CAPITAL RESOURCES

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

At December 31, 2000, the Company's had a working capital deficit of $1.1
million compared with a working capital deficit of $576 thousand at December 31,
1999. This increase of $563 thousand, or 97% resulted from both a decrease in
cash of $161 thousand, as well as an increase in notes payables payable of $365
thousand. Stockholders' equity decreased for the year ended December 31, 2000
from the previous fiscal year by $652 thousand, due primarily to the $7.9
million comprehensive loss, which was offset by increased paid-in-capital of
$7.5 million.

The Company expects to invest $2.0 million in software development in 2001.

The Company's officers and directors are aware of no other threatened or pending
litigation, not otherwise discussed in Item 3, Legal Matters, 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.


                                       17
<PAGE>

The Company's auditors have expressed their uncertainty as to the Company's
ability to continue as a going concern. They cite recurring losses from
operations, the Company's working capital deficiency, and limited cash
resources.

In order to address this uncertainty, the Company has taken steps to raise
additional funds to finance its operations, including the potential for making
strategic acquisitions, which could better position the Company for growth.

In July 1999, the Company offered to sell, pursuant to a confidential private
placement memorandum, up to 1,600,000 units of common stock and attached
warrants at $5 per unit. Each unit offered included 11.5 shares of common stock
and warrants to purchase 30 additional shares of common stock at prices ranging
from $.50 per share to $1.50 per share. The Company realized net proceeds of
$3.4 million after deducting costs related to the offering of $4.6 million. In
addition, during fiscal 2000 the Company realized $378 thousand, and issued 995
thousand shares from the exercise of Class A Warrants from this Private
Placement Offering.

On March 28, 2001, the Company announced that it had entered an agreement
with a NASD approved Underwriter, referred to in Company communications as an
"institutional private equity investor" by which the Underwriter is
contractually bound to provide up to $35 million of equity financing over the
next three years. The agreement, subject to registration and effectiveness
with the SEC, and certain other conditions, is expected to provide adequate
capital to meet management's operating and expansion plans, including the
retirement of current and long-term liabilities, as well as potential
acquisitions. The Company is preparing a registration statement, which it
expects to file with the Securities and Exchange Commission in the second
quarter of fiscal 2001. Although there can be no assurance, the Company
anticipates that the registration statement will become effective within 60
days of the filing date.

SUBSEQUENT EVENTS

Subsequent to December 31, 2000 the Company entered into an agreement with
Intellicorp, Inc. ("Intellicorp") whereby Intellicorp agreed to purchase
$3,000,000 worth restricted common shares of stock of Greenland at $.065 per
share. The funds were to be paid in installments over a five-month period. As
of the filing date of this report on Form 10-KSB, checks totaling $1,000,000
have been received by the Company, although to date only $500,000 has been
deposited. The contract provides for a specific payment plan, and the
payments from Intellicorp have not been received in a timely manner and as
according to the plan. As a result, the Company has cancelled the stock
certificates issued to Intellicorp, without protest by Intellicorp. Although
Intellicorp continues to adamantly and frequently express its intent to meet
its obligations under the agreement, there can be no assurance that
Intellicorp will in fact meet its obligations and/or that the Company would
accept funding from Intellicorp upon the prior terms and conditions.

Subsequent to December 31, 2000 Louis T. Montulli and Max Farrow resigned from
their positions as officers and directors of Greenland Corporation.

Subsequent to December 31, 2000 the Company announced that Thomas A. Hyde, Jr.,
had accepted the positions of Chief Executive Officer, President and Chairman of
the Board of Greenland.

Subsequent to December 31, 2000 Thomas A. Hyde, Jr. and Thomas J. Beener,
officers and directors of the Company, each loaned $12 thousand to the
Company. The loans are unsecured and the loan agreements provide for
repayment within 10 days of demand and interest at the rate of 8%. In
addition, Mr. Hyde and Mr. Beener each received warrants to purchase shares
of Greenland common stock at an exercise price of $.10 per share for a term
of two years.

On March 28, 2001, the Company announced that it had entered an agreement with a
NASD approved Underwriter, referred to in Company communications as an
"institutional private equity investor" by which the Underwriter is
contractually bound to provide up to $35 million of equity financing over the
next three years. The agreement, subject to registration and effectiveness with
the SEC, is expected to provide adequate capital to meet management's operating
and expansion plans, including the retirement of current and long-term
liabilities, as well as potential acquisitions. The Company is preparing a
registration statement, which it expects to file with the Securities and
Exchange Commission in the second quarter of fiscal 2001. Although there can be
no assurance, the Company anticipates that the registration statement will
become effective within 60 days of the filing date.

On April 2, 2001, the Company announced that it was temporarily suspending
its check cashing operations in order to minimize its check cashing risk,
reduce operating losses, and to conserve capital.

                                       18
<PAGE>

ITEM 7.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                       Page
                                                                       ----
<S>                                                                    <C>
Report of independent accountants                                       F-2

Consolidated balance sheets as of December 31, 2000 and 1999            F-3

Consolidated statements of operations for the years ended               F-4
     December 31, 2000 and 1999

Consolidated statements of stockholders' equity for the years ended     F-5
     December 31, 2000 and 1999

Consolidated statements of cash flows for the years ended               F-6
     December 31, 2000 and 1999

Notes to consolidated financial statements                              F-8
</TABLE>


                                      F-1
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
GREENLAND CORPORATION AND SUBSIDIARY
OCEANSIDE, CALIFORNIA

We have audited the accompanying consolidated balance sheets of Greenland
Corporation and Subsidiary as of December 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 December 31, 2000 and 1999 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Greenland Corporation and Subsidiary as of December 31, 2000 and
1999, and the results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company has suffered recurring losses from operations, has a working capital
deficiency of $1,139,000 and a retained deficit of $21,288,000 at December 31,
2000, and limited cash resources with which to carry out management's plans.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans regarding these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

LEVITZ, ZACKS & CICERIC


San Diego, California

April 6, 2001


                                      F-2
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                     ASSETS

   THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS
                                                                                         2000            1999
                                                                                    -----------    ------------
<S>                                                                                   <C>             <C>
   Current Assets:
     Cash                                                                             $    75         $   236
     Accounts receivable (less allowance for uncollectible accounts
       of $27 thousand in 2000 and $120 thousand in 1999)                                  23               6
     Receivables from employees                                                           -0-              26
     Inventories                                                                          319             299
     Accounts receivable - officers                                                       -0-             162
     Prepaid officers compensation                                                        -0-              63
     Other current assets                                                                  17             -0-
     Notes receivable                                                                     -0-             -0-
                                                                                    -----------    ------------

           Total current assets                                                           434              792

   Property and equipment, net                                                            886              190
   Long term notes receivable (less allowance for uncollectible
     accounts of $1.9 million in 2000 and 1999)                                           -0-              -0-
   Investments                                                                            247              900
   Intangibles, net                                                                     3,009            2,863
   Other assets                                                                            30                8
                                                                                    -----------    ------------

          Total assets                                                                $ 4,606         $  4,753
                                                                                    ===========    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

   Current Liabilities:
     Notes payable                                                                    $   463         $     98
     Trade accounts payable                                                               662              427
     Accrued expenses                                                                     279              573
     Current portion of capital leases                                                    119              -0-
     Notes payable to related parties                                                      50              270
                                                                                    -----------    -------------

           Total current liabilities                                                    1,573            1,368

   Long term liabilities:
     Long term portion of capital leases                                                  300              -0-
                                                                                    -----------    -------------

           Total Liabilities                                                            1,873            1,368
                                                                                    -----------    -------------

   Stockholders' Equity:
     Common stock, $.001 par value; and 180,000,000 shares authorized,
       69,962,830 in 2000 (35,298,622 in 1999) issued and outstanding                      70               35
     Additional paid-in capital                                                        24,399           16,882
     Subscribed shares and (receivable)                                                  (133)             175
     Accumulated other comprehensive income                                              (315)             -0-
     Retained deficit                                                                 (21,288)         (13,707)
                                                                                    -----------    -------------

           Total stockholders' equity                                                   2,733            3,385
                                                                                    -----------    -------------

           Total liabilities and stockholders' equity                                 $ 4,606         $  4,753
                                                                                    ===========    =============
</TABLE>


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-3
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

   Thousands except per share amounts                                                  2000             1999
                                                                                   -------------    -------------
<S>                                                                                   <C>             <C>
   Net sales                                                                          $    660        $     272
   Cost of goods sold                                                                    3,044              546
                                                                                   -------------    -------------
           Gross loss                                                                   (2,384)            (274)

   General and administrative expenses                                                   3,671            2,863
   Research and development costs                                                          553            1,176
   Repurchase of distributor agreement                                                     566              -0-
                                                                                   -------------    -------------
           Total operating costs                                                         4,790            4,039
                                                                                   -------------    -------------

           Operating loss                                                               (7,174)          (4,313)

   Other income (expense):
     Reserve for note receivable                                                          (200)          (1,900)
     Loss on sale of investments                                                          (150)          (1,300)
     Interest expense                                                                      (76)             (43)
     Other income                                                                           21               22
                                                                                   -------------    -------------
           Total other income(expense)                                                    (405)          (3,221)
                                                                                   -------------    -------------

           Loss from continuing operations before income taxes                          (7,579)          (7,534)

   Income tax expense                                                                        2                1
                                                                                   -------------    -------------

         Loss from continuing operations                                                (7,581)          (7,535)

   Discontinued operations (Note 19):
     Gain on disposal of discontinued operations (zero income taxes)                       -0-              713
                                                                                   -------------    -------------

         Net loss                                                                       (7,581)          (6,822)

   Other comprehensive income, net of tax:
      Unrealized loss on investments                                                      (315)             -0-
                                                                                   -------------    -------------

           Comprehensive loss                                                        $  (7,896)       $  (6,822)
                                                                                   =============    =============


   Loss per share, continuing operations:
     Basic loss per share                                                            $    (.14)       $    (.30)
                                                                                   =============    =============
     Diluted loss per share                                                          $    (.14)       $    (.30)
                                                                                   =============    =============

   Earnings per share, discontinued operations:
     Basic earnings per share                                                        $     -0-        $     .03
                                                                                   =============    =============
     Diluted earnings per share                                                      $     -0-        $     .03
                                                                                   =============    =============

   Net loss per share:
     Basic loss per share                                                            $    (.14)       $    (.27)
                                                                                   =============    =============
     Diluted loss per share                                                          $    (.14)       $    (.27)
                                                                                   =============    =============

   Weighted average shares outstanding
        Basic                                                                           56,108           25,262
                                                                                   =============    =============
        Diluted                                                                         56,108           25,262
                                                                                   =============    =============
</TABLE>


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-4
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                             SUBSCRIBED      ACCUMULATED
       THOUSANDS OF SHARES/DOLLARS                             ADDITIONAL      SHARES           OTHER
                                            COMMON STOCK        PAID-IN      UNISSUED &     COMPREHENSIVE     RETAINED
                                         ------------------
                                          SHARES    AMOUNT      CAPITAL      RECEIVABLE         INCOME        DEFICIT     TOTAL
                                         --------  --------  ------------  --------------  ---------------  ----------  ---------
<S>                                       <C>        <C>        <C>           <C>              <C>          <C>          <C>
       Balance at December 31, 1998       12,708     $  13      $ 12,652      $    -0-         $      0-    $  (6,885)   $ 5,780

       Shares issued to retire debt and
         To purchase assets                4,273         4           766                                                     770
       Sale of common stock                5,897         6         1,100                                                   1,106
       Shares issued for services         12,420        12         2,359                                                   2,371
       Subscribed shares unissued                                                  175                                       175
       Warrants to purchase shares                                     5                                                       5
       Net Loss                                                                                                (6,822)    (6,822)
                                         --------  --------  ------------  --------------  ---------------  ----------  ---------

       Balance at December 31, 1999       35,298        35        16,882           175               -0-      (13,707)     3,385
                                         --------  --------  ------------  --------------  ---------------  ----------  ---------

       Shares issued to retire debt and
         To purchase assets                2,245         2         1,055                                                   1,057
       Sale of common stock               11,508        12         2,146                                                   2,158
       Shares issued for services         14,746        15         2,614                                                   2,629
       Subscribed shares issued              930         1           174          (175)                                      -0-
       Warrants to purchase shares                                   265                                                     265
       Exercised warrants and options      5,236         5           653          (133)                                      525
       Options issued for services                                   610                                                     610
       Unrealized loss on investments                                                               (315)                   (315)
       Net loss                                                                                                (7,581)    (7,581)
                                         --------  --------  ------------  --------------  ---------------  ----------  ---------

       Balance at December 31, 2000       69,963     $  70      $ 24,399      $   (133)        $    (315)   $ (21,288)   $ 2,733
                                         ========  ========  ============  ==============  ===============  ==========  =========
</TABLE>


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-5
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

           THOUSANDS OF DOLLARS                                                   2000              1999
                                                                                  ----              ----
<S>                                                                              <C>              <C>
           Cash flows from operating activities:
             Net loss                                                            $(7,581)         $(6,822)
             Adjustments to reconcile net loss to cash used in
              operating activities:
                Depreciation and amortization                                        687              253
                Gain on disposal of AMR technology                                   -0-             (713)
                Allowance for uncollectable accounts                                  44              -0-
                Allowance for uncollectible note receivable                          200            1,900
                Repurchase of distributor agreement                                  566              -0-
                Options issued for services                                          610              -0-
                Realized loss on the sale and disposal of investments                150            1,300
                Gain on sale of equipment                                            -0-               (1)
                Stock issued for services                                          2,629            2,119

             (Increase) decrease in Accounts receivable                              (61)              (6)
             (Increase) decrease in Inventories                                      (20)            (299)
             (Increase) decrease in Other                                            101              328
             Increase (decrease) in Trade accounts payable                           235              254
             Increase (decrease) in Accrued expenses                                (294)             583
                                                                             -------------    -------------

                   Net cash used in operating activities                          (2,734)          (1,104)
                                                                             -------------    -------------

           Cash flows from investing activities:
             Purchase of equipment                                                  (461)            (190)
             Proceeds from sale of equipment                                         -0-                8
             Proceeds from sale of investments                                       231              -0-
             (Loans to) / collections from officers and employees                    188             (188)
             Investment in notes receivable                                         (200)             -0-
                                                                             -------------    -------------

                   Net cash used in investing activities                            (242)            (370)
                                                                             -------------    -------------

           Cash flows from financing activities:
             Proceeds from sale of stock                                           2,158            1,106
             Proceeds from subscribed shares unissued                                -0-              174
             Repayment of stock subscription                                         -0-              (11)
             Proceeds from notes payable to related parties                          -0-              327
             Repayments of notes payable to related parties                          -0-               (5)
             Proceeds from the exercise of warrants and options                      525              -0-
             Principal payments on capital leases                                    (30)             -0-
             Proceeds from notes payable                                             143              110
             Proceeds from sale of stock warrants                                     19                5
                                                                             -------------    -------------

                   Net cash provided by financing activities                       2,815            1,706
                                                                             -------------    -------------

                       Increase (decrease) in cash                                  (161)            232

              Cash at beginning of year                                              236               4
                                                                             --------------    ------------
              Cash at end of year                                                $    75          $   236
                                                                             ==============    ============
           Supplemental information:
              Cash paid for interest                                             $    83          $    19
                                                                             ==============    ============

             Cash paid for income taxes                                          $     3          $   -0-
                                                                             ==============    ============
</TABLE>


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-6
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

Supplemental disclosure of non-cash investing and financing activities:

         The Company paid for services in the amount of $2.6 million and $2.4
         million in 2000 and 1999, respectively, by issuing shares of its common
         stock.

         The Company acquired assets in the amount of $619 thousand and $473
         thousand by issuing stock in 2000 and 1999, respectively.

         The Company repaid debt through the issuance of stock in the amounts of
         $218 thousand and $12 thousand in 2000 and 1999, respectively.

         In 2000, the Company repaid notes payable to related parties of $220
         thousand through the issuance of stock.

         In 2000, the Company acquired equipment and furniture in the amount of
         $449 thousand by incurring capital leases.

         In 2000, the Company issued non-qualified options to employees and
         directors to purchase 7.4 million shares with a weighted average
         strike price of $.12 and recorded a $610 thousand expense.

         In 1999, the Company transferred debt and accrued interest in the
         amount of $435 thousand and an investment in the amount of $1.5 million
         to a stockholder in exchange for stock of $285 thousand.

         In 1999, the Company exchanged its AMR technology property for shares
         of convertible preferred stock in the amount of $900 thousand.

         At December 31, 1999, the Company had a receivable from its officers in
         the amount of $162 thousand for the employee portion of withholding
         from compensation paid in the form of Company stock.

         At December 31, 1999, the Company had a receivable from its employees
         in the amount of $26 thousand for the employee portion of withholding
         from compensation paid in the form of Company stock.

         In 1999 the Company provided compensation advances to certain officers
         in the form of common stock in the amount of $63 thousand.


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-7
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


NOTE 1.           SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

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.

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of Greenland
Corporation and its wholly owned subsidiary Check Central, Inc. All significant
intercompany transactions and accounts have been eliminated in consolidation.

DEVELOPMENT STAGE

Greenland Corporation was formed on July 17, 1986 and was in the development
stage until September 1994, when it acquired its subsidiary 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.

INVENTORIES

Inventories are stated at lower of cost, first-in first-out basis, or market.
Provision for potentially obsolete or slow-moving inventory is made based on
management's analysis of inventory levels and future sales forecasts.

PROPERTY AND EQUIPMENT

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

Expenditures for maintenance and repairs are charged to operations as incurred.

CAPITALIZATION OF INTERNAL-USE SOFTWARE COSTS

The Company capitalizes internal and external costs incurred to develop
internal-use computer software during the application and development stage.
Capitalized software is amortized over a period of 5 years using the
straight-line method. Amortization begins when the software is available for its
intended use.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews its long-lived assets and intangibles for impairment
whenever events and circumstances indicate that the carrying amount of an asset
may not be recoverable. Management evaluates assets for impairment by comparing
undiscounted future cash flows to the carrying amount of the asset. If
impairment exists, the amount of impairment is measured as the amount by which
the carrying amount of the asset exceeds its fair value. Management evaluated
its long-term and intangible assets for impairment and no impairment loss was
recognized in 2000 or 1999. Due to industry conditions, it is at least
reasonably possible that the impairment estimate will change in the near term.

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). This accounting standard permits the use of either a
fair value based method or the method defined in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) to account
for stock-based compensation arrangements. Companies that elect to use the
method provided in APB 25 are required to disclose the pro forma net income and
earnings per share that would have resulted from the use of the fair value based
method. The Company has elected to account for its stock based compensation to
employees under APB 25.


                                      F-8
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)


NOTE 1.           SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPALS (CONTINUED)

REVENUE RECOGNITION

The Company recognizes revenue and related cost of sales when product is shipped
or services are rendered.

ADVERTISING

Expenditures for advertising and sales promotion are charged to expense as
incurred. Advertising costs for the years ended December 31, 2000 and 1999 were
$395 thousand and $64 thousand, respectively.

INCOME TAXES

The Company records the income tax effect of transactions in the same year that
the transactions enter into the determination of income, regardless of when the
transactions are recognized for tax purposes. Deferred income taxes are recorded
for these temporary differences.

COMPREHENSIVE INCOME

Comprehensive income is the total of net income plus all other changes in net
assets arising from nonowner sources which are referred to as other
comprehensive income.

SHARES ISSUED TO ACQUIRE GOODS AND SERVICES FROM NON-EMPLOYEES

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

RESEARCH AND DEVELOPMENT COSTS

Research and Development Costs are expensed as incurred.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

RECLASSIFICATIONS

Certain reclassifications were made to the 1999 financial statements to confirm
to the 2000 presentation.

FUTURE ACCOUNTING REQUIREMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting standard ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities, " which is effective for the
Company's year ending December 31, 2001. In June 2000, the FASB issued SFAS
No. 138 which amended SFAS No. 133 for certain derivative instruments and
hedging activities. Under SFAS No. 133, all derivatives must be recognized as
assets and liabilities and measured at fair value. The Company does not
expect that the adoption of SFAS No. 133 will have a material impact on its
consolidated financial position or results of operations.

NOTE 2.           GOING CONCERN UNCERTAINTY

As shown in the accompanying consolidated financial statements, the Company
has suffered recurring losses from operations, has a net working capital
deficiency of $1,139 thousand and a retained deficit of $21.3 million as of
December 31, 2000. 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. During 2000
and 1999, the Company fully subscribed its private placement offering
realizing $3.4 million in net proceeds. In addition, the Company realized
$378 thousand from the exercise of Class A Warrants. Proceeds from the
exercise of all warrants outstanding at March 31, 2001 could total $28
million. However, the holders of such warrants are not under any obligation
to exercise them and there can be no assurance that the Company will receive
any cash from the exercise of warrants outstanding. The

                                      F-9
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 2.           GOING CONCERN UNCERTAINTY (CONTINUED)

Company is pursuing institutional and private party financing. On March 28,
2001, the Company announced that it had entered an agreement with an
institutional private equity investor by which it would receive up to $35
million of equity financing over the next three years. The agreement, subject
to registration and effectiveness with the SEC, and certain other conditions,
is expected to provide adequate capital to meet management's operating and
expansion plans, including the retirement of current and long-term
liabilities. However, there can be no assurance that the agreement will
result in the anticipated financing if the Company cannot meet the
registration requirements of the SEC.

As discussed in Note 26, the Company is in a dispute regarding the ownership of
software technology paid for by Greenland Corporation, which Seren Systems, Inc.
has refused to deliver and/or make available to the Company. As a result,
Greenland Corporation has been unable to fulfill its obligations with respect to
certain purchase orders and/or contracts. The Company filed a Demand for
Arbitration with the American Arbitration Association against Seren Systems,
Inc. with respect to the above mentioned dispute. The Company remains confident
that once the true facts in this matter are fleshed out before an arbitrator,
Greenland Corporation will obtain the substantive determination necessary to
obtaining the return of its property. There is no assurance, however, that the
Company will be successful in meeting its goals and objectives in the future.


NOTE 3.           CONCENTRATION OF CREDIT RISK

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


NOTE 4.           RECEIVABLES FROM EMPLOYEES

In 1999, the Company held receivables from employees for the employees' portion
of payroll tax withholding paid by the Company from compensation paid in the
form of Company stock.


NOTE 5.           INVENTORIES

Inventories at December 31, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>

                                                                           2000         1999
                                                                       ----------    ---------
<S>                                                                        <C>          <C>
                           Raw materials                                   $197         $182
                           Work-in-progress                                  66          176
                           Finished goods                                    94          -0-
                                                                       ----------    ---------

                                                                            357          358

                           Less allowance for obsolescence                  (38)         (59)
                                                                       ----------    ---------

                                                                           $319         $299
                                                                       ==========    =========
</TABLE>


NOTE 6.           ACCOUNTS RECEIVABLE - OFFICERS

In 1999, the Company held receivables from officers for the officers' portion of
payroll tax withholding paid by the Company from compensation paid in the form
of Company stock.


                                      F-10
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)


NOTE 7.           NOTE RECEIVABLE

In March 2000, the Company repurchased the exclusive distribution rights to
the Master Distribution Agreement with SmartCash ATM, Ltd. (SmartCash). Among
other considerations the Company agreed to loan SmartCash $200 thousand
collateralized by 333 thousand shares of Greenland stock owned by SmartCash
and held by the Company, with a fair value of $16 thousand at December 31,
2000. Payments are due on the note upon sale of the stock collateral, and
interest accrues at 10% per annum. The Company has fully reserved against the
note given the probability of collection from SmartCash and the decrease in
value of the Company's collateral. (see Note 24).

NOTE 8.           PROPERTY AND EQUIPMENT

Net property and equipment at December 31, 2000 and 1999 was as follows:

<TABLE>
<CAPTION>

                                                                    2000          1999
                                                                  ----------    ---------
<S>                                                                 <C>          <C>
                  Computers and equipment                           $   225      $   116
                  Furniture & equipment under capital leases            449          -0-
                  Demonstration equipment                               303           30
                  Furniture and fixtures                                 65           72
                  Leasehold improvements                                 18            3
                                                                  ----------    ---------

                                                                      1,060          221
                  Accumulated depreciation                              174           31
                                                                  ----------    ---------
                                                                    $   886      $   190
                                                                  ==========    =========
</TABLE>

Depreciation expense, including amortization of capital lease assets, for the
years ended December 31, 2000 and 1999 was $214 thousand (including $43 thousand
in 2000 on furniture and equipment under capital leases) and $18 thousand,
respectively.


NOTE 9.           LONG TERM NOTES RECEIVABLE

During 1999, the Company exchanged 1.1 million convertible preferred shares in a
public company for notes receivable valued at $1.9 million with interest at 9%.
The Company has substantial doubt about the collectibility of the notes and
established a 100% allowance at December 31, 1999. The Company does not
recognize interest income on impaired notes.


NOTE 10.          INVESTMENTS

Investments at December 31, 2000 and 1999 consisted of the following:

<TABLE>
<CAPTION>

                                                                                      2000          1999
                                                                                    ----------    ----------
<S>                                                                                     <C>           <C>
                   Common stock (convertible preferred stock in 1999)                   $ 247         $ 900
                                                                                    ==========    ==========
</TABLE>

At December 31, 1999, the investment consists of convertible preferred stock
recorded at the lower of cost or market. Through adjustment of the conversion
price, the investment adjusts to $900 thousand of common stock at the end of
September 2000. In October 2000, the Company converted this investment into $900
thousand of common stock which is classified as available for sale. The common
stock is carried at fair value. Unrealized holding gains and losses are excluded
from earnings and reported in other comprehensive income. During the year


                                      F-11
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 10.          INVESTMENTS (CONTINUED)

ended December 31, 2000, the Company realized $150 thousand of losses from $231
thousand of proceeds from sales of shares in the investment. Cost is determined
based on specific identification.


NOTE 11.          INTANGIBLE ASSETS

Intangible assets at December 31, 2000 and 1999 consisted of the following:

<TABLE>
<CAPTION>

                                                                                        2000           1999
                                                                                      ----------    -----------
<S>                                                                                      <C>          <C>
                  Capitalized software costs                                             $  963       $    344
                   Licenses                                                                 675            675
                   Excess of purchase price over fair value of net assets acquired        2,079          2,079
                                                                                      ----------    -----------
                                                                                          3,717          3,098

                  Less accumulated amortization                                             708            235
                                                                                      ----------    -----------

                                                                                         $3,009       $  2,863
                                                                                      ==========    ===========
</TABLE>

In 2000, the Company capitalized $619 thousand of costs incurred to upgrade and
enhance the check cashing software purchased from Check Central, Inc. The
Company amortizes capitalized software costs over 5 years. At December 31, 2000,
net intangible assets of the Company include $666 thousand of software developed
by Seren Systems, Inc. (see Note 26).

During 1998, as part of the purchase of the net assets of Check Central, Inc.,
the Company acquired licenses to use certain software in the development of
check cashing machines. The Company is amortizing these licenses over 5 years.
The excess of the purchase price over the fair value of the identifiable net
assets acquired was capitalized and is being amortized over 12 years.


NOTE 12.          NOTES PAYABLE

Notes payable at December 31, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>

                                                                                                       2000         1999
                                                                                                     ---------    ----------
<S>                                                                                                   <C>         <C>
        Note payable to a company, with interest at .8%. Due through the payment of commissions
        earned through March 9, 2001.                                                                 $   320     $     -0-

        Revolving line-of-credit agreement with a commercial bank which allows for advances up to
        a maximum of $150 thousand.  The line expires July 17, 2001.  Interest at the bank's
        reference rate plus 2.5% (12% at December 31, 2000). Secured by Company assets and
        personally guaranteed by an officer and stockholder.                                              143           -0-

        Notes payable to an individual, interest at 8%, payable monthly; balance due at various
        dates through May 2000. Secured by Company assets                                                 -0-            38

        Notes payable to an individual,  interest at 8%, payable monthly;  principal due at various
        dates through May 2000.  Secured by Company assets.                                               -0-            34

        Note payable to an individual, interest at 8%, payable monthly; principal due May 2000.
        Secured by Company assets.                                                                        -0-            14

        Note payable to an individual, interest at 8%, payable monthly; principal due July 2000.
        Secured by Company assets.                                                                        -0-            12
                                                                                                     ---------    ----------

                                                                                                      $   463     $      98
                                                                                                     =========    ==========
</TABLE>

The Company repaid note obligations during the year ended December 31, 2000 in
the amount of $218 thousand with stock (see Note 16).


                                      F-12
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 13.          ACCRUED EXPENSES

Accrued expenses at December 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>

                                                                                            2000          1999
                                                                                          ----------    ----------
<S>                                                                                           <C>           <C>
              Accrued monthly expenses                                                        $  35         $ -0-
              Accrued stock compensation                                                        102           252
              Accrued payroll liabilities                                                        64           246
              Accrued interest                                                                   31            38
              Accrued warranty expense                                                           13            27
              Customer deposits                                                                   7            10
              Customer prepaid communication costs                                               27           -0-
                                                                                          ----------    ----------

                                                                                              $ 279         $ 573
                                                                                          ==========    ==========
</TABLE>


NOTE 14.          CAPITAL LEASES

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

<TABLE>

<S>                                                                            <C>
                   2001                                                        $ 185
                   2002                                                          185
                   2003                                                          146
                   2004                                                           27
                   2005                                                            4
                                                                           ----------

                   Total minimum lease payments                                  547

                   Less amount representing interest                            (128)
                                                                           ----------

                   Present value of net minimum lease payments                   419
                                                                           ----------

                   Less current portion                                         (119)
                                                                           ----------

                   Long term portion                                           $ 300
                                                                           ==========
</TABLE>

NOTE 15.          NOTES PAYABLE TO RELATED PARTIES

<TABLE>
<CAPTION>

                                                                                          2000          1999
                                                                                        ----------    ---------
<S>                                                                                         <C>          <C>
       Note payable to a stockholder.  Interest at 8%.  Principal due December 2000.        $  50        $ 100

       Notes  payable to a related  party and  stockholder.  Interest  at 8%,  payable
       monthly.  Principal due  at various times through July 2000.                           -0-          100

       Note  payable to a  stockholder  and  officer of the  Company.  Interest at 8%.
       Principal due February 2000.                                                           -0-           25

       Note  payable to a  stockholder  and  officer of the  Company.  Interest at 8%.
       Principal due March 2000.                                                              -0-           20

       Notes  payable to a  stockholder  and officer of the  Company.  Interest at 8%.
       Principal due at various times through May 2000.                                       -0-           15

       Note payable to a stockholder.  Interest at 8%. Principal due January 2000             -0-            5

       Note payable to a stockholder.  Interest at 8%. Principal due January 2000             -0-            5
                                                                                        ----------    ---------

                                                                                            $  50        $ 270
                                                                                        ==========    =========
</TABLE>


                                      F-13
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 15.          NOTES PAYABLE TO RELATED PARTIES (CONTINUED)

During 1999, in connection with the loans, the Company sold warrants for $5
thousand to acquire 1.2 million shares of Company common stock. The warrants
have an exercise period of two years and 50% are exercisable at $.10 and 50% at
$.13.


NOTE 16.          STOCKHOLDERS' EQUITY

PRIVATE PLACEMENTS OF COMMON STOCK

On or about July 28, 1999, the Company offered to sell, pursuant to a
confidential private placement memorandum, up to 1,600,000 units of common stock
and attached warrants at $5 per unit. Each unit offered included 11.5 shares of
common stock and warrants to purchase 30 additional shares of common stock at
prices ranging from $.50 per share to $1.50 per share. The Company realized net
proceeds of $3.4 million after deducting costs related to the offering of $4.6
million.

In addition, during 2000 the Company realized $378 thousand, net of offering
commissions of $120 thousand, and issued 995 thousand shares from the
exercise of Class A Warrants from its Private Placement Offering.

COMMON STOCK ISSUED IN EXCHANGE FOR SERVICES

The Company issued 14.7 million and 12.4 million shares of its common stock
for services during the years ended December 31, 2000 and 1999, respectively.
The Company has recognized expenses for such services in the amount of $2.6
million and $2.4 million in 2000 and 1999, respectively.

ADDITIONAL COMMON STOCK ISSUED

In 2000, the Company issued 1.9 million shares in settlement of notes payable
totaling $438 thousand.

In 2000, the Company issued 338 thousand shares to acquire assets totaling $619
thousand.

In 2000, in conjunction with the repurchase of the exclusive distributor
agreement, the Company issued warrants to purchase 500 thousand shares of
restricted Company stock (see Note 24).

SUBSCRIBED SHARES UNISSUED

During 1999, the Company received $175 thousand for the purchase of 930 thousand
shares of common stock. The shares were issued as of December 31, 2000. The
proceeds from the unissued shares are carried in the accompanying consolidated
statement of stockholders equity.

ADDITIONAL WARRANTS ISSUED

During 2000, the Company issued warrants to purchase 1.9 million shares for
compensation and other services.

COMMON STOCK OPTION PLAN

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

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


                                      F-14
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 16.          STOCKHOLDERS' EQUITY (CONTINUED)

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 2000, the Company issued non-qualified options to employees and directors
to purchase 7.4 million shares with a weighted average strike price of $.12,
and recorded $610 thousand of expense.

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, 1999 and 2000: risk free
interest rate of 5.25%; dividend yield of 0%; expected lives of the options
of 5 to 10 years; and volatility of 2.09.

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 year ended December 31, 2000 are as follows:

<TABLE>
<CAPTION>

                                                                                             2000            1999
                                                                                        ---------------- --------------
<S>                                                                                         <C>            <C>
                              Net loss, as reported                                         $  (7,581)     $  (6,822)
                              Adjustment to compensation expense under SFAS 123                  (933)          (785)
                                                                                        ---------------- --------------

                              Net loss, pro forma                                           $  (8,514)     $  (7,607)
                                                                                        ================ ==============

                              Loss per share, pro forma                                     $    (.15)     $    (.30)
                                                                                        ================ ==============
</TABLE>

The following summary presents the incentive and non-qualified options under
the plan granted, exercised, expired and outstanding at December 31, 2000:

<TABLE>
<CAPTION>

                                                                                           WEIGHTED
                                                                                           AVERAGE
                                                                        NUMBER OF          EXERCISE
                                                                          SHARES            PRICE
                                                                       --------------    --------------
<S>                                                                          <C>              <C>
                  Outstanding at January 1, 1999                                -0-           $   .00
                  Granted                                                     6,255               .16
                  Exercised                                                     -0-               -0-
                  Expired                                                       -0-               -0-
                                                                       --------------    --------------

                  Outstanding at December 31, 1999                            6,255           $   .16
                                                                       --------------    --------------

                  Granted in 2000                                            32,616               .06
                  Exercised                                                  (1,743)              .19
                  Expired                                                      (280)              .17
                                                                       --------------    --------------

                  Outstanding at December 31, 2000                           36,848           $   .07
                                                                       ==============    ==============

                  Options exercisable at December 31, 2000                   15,980           $   .06
                                                                       ==============    ==============
</TABLE>


                                      F-15
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 16.          STOCKHOLDERS' EQUITY (CONTINUED)

Certain options have been granted but not issued in 2000 pending shareholder
approval of an amendment to the stock option plan. The weighted average grant
date fair value of options granted during 2000 for options whose exercise
price equals, exceeds and is less-than the market price of the stock on the
date of grant is $.149, $.073 and $.079, respectively. The weighted average
grant date fair value of options granted during 1999 was $.16.

The following summary presents the weighted average exercise prices, number
of options outstanding and exercisable, and the remaining contractual lives
of the Company's stock options at December 31, 2000:

<TABLE>
<CAPTION>

                                            NON-EXERCISABLE OPTIONS              EXERCISABLE OPTIONS
                                         -------------------------------    -------------------------------
                                                           WEIGHTED                            WEIGHTED
                                                            AVERAGE                            AVERAGE
                                                           REMAINING                          REMAINING
                                                          CONTRACTUAL                        CONTRACTUAL
                  EXERCISE PRICE           NUMBER            LIFE             NUMBER             LIFE
                --------------------     -----------    ----------------    -----------     ---------------
<S>                                          <C>             <C>                 <C>                  <C>
                        .03                  11,776          9.98                2,444                9.98
                        .04                                                        150               10.00
                        .05                   8,850          9.99                2,750                9.98
                        .06                                                        901               10.00
                        .09                                                        400                9.72
                        .14                                                        809                9.48
                        .15                     157          9.49                7,258                9.06
                        .18                                                        267                9.43
                        .20                                                        735                9.01
                        .24                                                         25                9.43
                        .25                      85          9.72                  200                9.72
                        .29                                                         41                9.43
</TABLE>

WARRANTS

The following summary presents warrants sold, exercised, expired and outstanding
at December 31, 2000:

<TABLE>
<CAPTION>

                                                                                     WEIGHTED
                                                                                     AVERAGE
                                                                   NUMBER OF         EXERCISE
                                                                    WARRANTS          PRICE
                                                                  --------------    ------------
<S>                                                                   <C>              <C>
           Outstanding at January 1, 1999                                -0-           $   .00
           Issued                                                     21,677               .85
           Exercised                                                     -0-               -0-
           Expired                                                       -0-               -0-
                                                                  --------------    ------------

           Outstanding at December 31, 2000                           21,677               .85
                                                                  --------------    ------------

           Issued in 2000                                             32,379               .96
           Exercised                                                  (2,711)              .26
           Expired                                                    (5,742)              .57
                                                                  --------------    ------------

           Outstanding at December 31, 2000                           45,603           $  1.00
                                                                  ==============    ============

           Warrants exercisable at December 31, 2000                  45,603           $  1.00
                                                                  ==============    ============
</TABLE>


                                      F-16
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 16.          STOCKHOLDERS' EQUITY (CONTINUED)

The following summary presents the exercise prices, number of warrants
outstanding and exercisable, and the remaining contractual lives of the
Company's stock warrants at December 31, 2000:

<TABLE>
<CAPTION>

                                                                     OUTSTANDING WARRANTS
                                                             ----------------------------------
                                                                                   WEIGHTED
                                                                                   AVERAGE
                                                                                  REMAINING
                                                                                 CONTRACTUAL
                                          EXERCISE PRICE          NUMBER             LIFE
                                        --------------------    ------------    ---------------
<S>                                     <C>                     <C>             <C>
                                                        .10             333         1.18 years
                                                        .15             667         1.45 years
                                                        .20             850         2.27 years
                                                        .25           1,300         1.55 years
                                                        .50          10,656          .11 years
                                                        .75             620         1.10 years
                                                       1.00          15,114          .49 years
                                                       1.50          16,063          .98 years
</TABLE>


NOTE 17.          RELATED PARTY TRANSACTIONS

In 1999, due to cash requirements, the Company sold its 290 thousand shares of
convertible preferred stock in Golden Age Homes, Inc. to one of its officers.
The shares were not convertible until December 1999 and the value at the time of
conversion was uncertain. The shares were carried at $1,450 thousand at the time
of sale. As part of the transaction, the Company was relieved of debts totaling
$435 thousand and issued 2.8 million shares to the officer valued at $285
thousand. The Company recorded a loss of $1,300 thousand on the transaction.


NOTE 18.          PROVISION FOR INCOME TAXES

<TABLE>
<CAPTION>

                                                                             2000             1999
                                                                         --------------     -----------
<S>                                                                      <C>                <C>
              Current:
                   Federal                                                  $      -0-         $   -0-
                   State                                                            2               1
                                                                         --------------     -----------
                                                                                    2               1
                                                                         --------------     -----------
              Deferred:
                   Federal                                                       (168)            604
                   State                                                          (16)            191
                   Tax benefit of net operating loss carryforwards              2,798           1,954
                                                                         --------------     -----------
                                                                                2,614           2,749

                   Change in valuation allowance                               (2,614)         (2,749)
                                                                         --------------     -----------

                                                                                    2               1

                   Discontinued operations                                         -0-             -0-
                                                                         --------------     -----------
                                                                            $       2           $   1
                                                                         ==============     ===========
</TABLE>


                                      F-17
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 18.          PROVISION FOR INCOME TAXES (CONTINUED)

The total change in the valuation allowance from continuing and discontinued
operations for the years ended December 31, 2000 and 1999 was $2.6 million
and $2.4 million, respectively.

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

<TABLE>
<CAPTION>

                                                          2000                                 1999
                                             ---------------------------------     -------------------------------
                                                                    % OF                                % OF
                                                                   PRETAX                              PRETAX
                                                 AMOUNT            INCOME            AMOUNT            INCOME
                                             ----------------    -------------     -------------    --------------
<S>                                          <C>                 <C>               <C>              <C>
     Federal income tax
       Benefit at statutory rate                    (2,524)         (34.00%)          $ (2,562)          (34.00%)

     State tax benefit, net
       Of federal tax provision                       (433)          (5.83%)              (439)           (5.83%)

     Change in valuation
       allowance                                     2,614           35.21%              2,749            36.48%

     Permanent variance in stock
       issued for services                              --              --                 284             3.76%

     Other                                             345            4.65%                (31)            (.41%)
                                             ----------------    -------------     -------------    --------------

     Total income tax
       provision                                         2               0%           $      1             0.00%
                                             ================    =============     =============    ==============
</TABLE>

The Company's total deferred tax assets and deferred tax liabilities at December
31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>

                                                                           2000            1999
                                                                       --------------    -----------
                   <S>                                                 <C>               <C>
                   Deferred tax asset:
                        Net operating loss carryforwards                 $ 6,485           $ 3,997
                        Note receivable allowance                            814               814
                        Capital loss carryforward                            362                -0-
                        Other                                                 69               113
                                                                       --------------    -----------

                             Total deferred tax asset:                     7,730             4,924

                        Valuation allowance                               (7,316)           (4,702)
                                                                       --------------    -----------
                             Net deferred tax asset                          414               222
                                                                       --------------    -----------

                   Deferred tax liability:
                        State income tax                                     340               222
                        Other                                                 74                -0-
                                                                       --------------    -----------
                             Total deferred tax liability                    414               222

                             Net deferred tax                            $    -0-          $    -0-
                                                                       ==============    ===========
</TABLE>

Federal and state net operating loss carryforwards of $16,864 thousand and
$8,492 thousand will expire through 2020 and 2005, respectively. The valuation
allowance will be evaluated at the end of each year, considering positive and
negative evidence about whether the asset will be realized. At that time, the
allowance will either be increased or reduced; reduction could result in the
complete elimination of the allowance if positive evidence indicates that the
value of the deferred tax asset is no longer impaired and the allowance is no
longer required.

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


                                      F-18
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 19.          DISCONTINUED OPERATIONS

In April 1999, the Company sold its automated meter reading technology (AMR
division) in exchange for shares of convertible preferred stock with a face
value of $900 thousand. The only asset identifiable with the AMR division
consisted of the automated meter reading technology. The Company realized a gain
of $713 thousand on the disposal of this asset. Accordingly, the sale of the AMR
division was accounted for as a gain on discontinued operations.


NOTE 20.          OPERATING LEASE

The Company leases its office facilities under an operating lease expiring April
30, 2004 with monthly payments of $11 thousand due at the beginning of the
month. Rent will increase annually at a fixed rate of approximately 4% per year.
Rent expense under the lease was $132 thousand and $86 thousand for the years
ended December 31, 2000 and 1999, respectively. (See note 26)

Future minimum lease payments for years ending December 31 under the lease are
as follows:

<TABLE>

<S>                                                                            <C>
                   2001                                                        $ 136
                   2002                                                          140
                   2003                                                          144
                   2004                                                           48
                                                                           ----------
                   Total minimum lease payments                                $ 300
                                                                           ==========
</TABLE>

NOTE 21. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of the Company's financial instruments are as follows:

<TABLE>
<CAPTION>

                                                                2000                          1999
                                                      --------------------------    --------------------------

                                                        CARRYING         FAIR         CARRYING        FAIR
                                                         AMOUNT         VALUE          AMOUNT         VALUE
                                                      -------------    ---------    -------------   ----------
<S>                                                         <C>           <C>            <C>            <C>
              Assets:
                 Cash                                       $   75        $  75          $   236        $ 236
                 Receivables from employees                    -0-          -0-               26           26
                 Accounts receivable - officers                -0-          -0-              162          162
                 Investments                                   247          247              900

              Liabilities:
                 Notes payable                                 463          463               98           98
                 Notes payable to related parties               50           50              270          270
</TABLE>

The carrying values of receivables from employees, accounts receivable -
officers, notes receivable, notes payable and notes payable to related parties
approximate fair value due to their short-term nature and interest rates which
approximate market rates. The fair value of investments in 2000 is based on
quoted market prices. The fair value of investments in 1999 was not determinable
because quoted market prices were not available and the costs of obtaining
independent evaluations were excessive.


                                      F-19
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 22.          EARNINGS PER SHARE

The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (SFAS No. 128). SFAS No. 128 provides for the calculation
of Basic and Diluted earnings per share. Basic earnings per share includes no
dilution and is computed by dividing income available to common stockholders by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution of securities that could
share in earnings of an entity, such as stock options, warrants or convertible
debentures.

The following is a reconciliation of the weighted average number of shares used
to compute basic and diluted earnings per share:

<TABLE>
<CAPTION>

                                                                                 2000              1999
                                                                             --------------    ---------------
<S>                                                                             <C>                <C>
                  Numerators for basic and diluted earnings per share -
                     Continuing operations                                      $  (7,581)         $  (7,535)
                     Discontinued operations                                          -0-               $713
                     Net loss                                                      (7,581)           (6,822)
                  Denominator for basic and diluted loss per share
                     adjusted weighted-average shares and
                        assumed conversions                                        56,108             25,262

                   Basic earnings (loss) per share:
                     Continuing operations                                       $   (.14)         $    (.30)
                     Discontinued operations                                          -0-               $.03
                     Net loss                                                    $   (.14)         $    (.27)

                  Diluted earnings (loss) per share:
                     Continuing operations                                       $   (.14)         $    (.30)
                     Discontinued operations                                          -0-               $.03
                     Net loss                                                    $   (.14)         $    (.27)
</TABLE>

Options and warrants in the amount of 85 million and 28 million were outstanding
during 2000, and 1999, respectively, but were not included in the computation of
diluted EPS because the effect of their exercise would be anti-dilutive.


NOTE 23.          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.


                                      F-20
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 23.          SEGMENTS AND MAJOR CUSTOMERS (CONTINUED)

The following is information for the Company's reportable segments for the year
ended December 31, 2000 and 1999:

<TABLE>
<CAPTION>

                                                                               2000
                                                 ------------------------------------------------------------------
                                                   SALES          PROCESSING
                                                  SEGMENT           SEGMENT          UNALLOCATED         TOTAL
                                                 ------------    ---------------    ----------------   ------------
<S>                                                  <C>              <C>                 <C>             <C>
     Revenue                                         $  315           $    345            $    -0-        $   660
     Gross margin                                      (461)            (1,923)                            (2,384)
     Depreciation and amortization                       24                337                 326            687
     Interest expense                                                                           76             76
     Other, net                                                                             (4,795)        (4,795)
     Loss from continuing
       operations before income taxes                  (461)            (1,923)             (5,197)        (7,581)

     Identifiable assets                             $  -0-           $  1,652            $  2,954        $ 4,606
     Capital expenditures                               -0-              1,038                 491          1,529
</TABLE>

<TABLE>
<CAPTION>

                                                                               1999
                                                 -------------------------------------------------------------------
                                                   SALES          PROCESSING
                                                  SEGMENT          SEGMENT          UNALLOCATED           TOTAL
                                                 ------------    --------------    ----------------    -------------
<S>                                                  <C>              <C>                <C>               <C>
     Revenue                                         $  268           $     4            $    -0-          $   272
     Gross margin                                       (15)             (259)                                (274)
     Depreciation and amortization                        4                68                 181              253
     Interest expense                                                                          43               43
     Other, net                                                                            (7,036)          (7,036)
     Loss from continuing
       operations before income taxes                   (19)             (255)             (7,261)          (7,355)

     Identifiable assets                             $   30           $    67            $  4,656          $ 4,753
     Capital expenditures                                30               541                  92              663
</TABLE>

The above negative gross margins include fixed overhead costs for expenses such
as supervision, labor, amortization and depreciation, communications, and
facilities, as well as the direct costs to manufacture and service the automated
banking machines. Revenues earned from the transaction processing segment
included $303 thousand earned from software development. This development was
performed in conjunction with an Interim Work and Assignment Agreement entered
into with ACS Retail Solutions (see Note 25).


NOTE 24.          REPURCHASE OF DISTRIBUTOR AGREEMENT

In June 2000, the Company repurchased the exclusive distribution rights to the
Master Distribution Agreement with SmartCash ATM, Ltd. (SmartCash). In
consideration, the Company agreed to loan SmartCash $200 thousand collateralized
by 333 thousand shares of Greenland Corporation common stock, release certain
restrictions on Company common stock held by SmartCash, issue warrants to
purchase 500 thousand shares of Company common stock, and continue to pay
commissions on sales of machines until said commissions equal $320 thousand. In
addition, the Company issued SmartCash a note payable for $320 thousand that
will be repaid through the payment of the commissions noted above. The Company
recorded a $566 thousand expense on this transaction (see Note 7, 12 and 16).


                                      F-21
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

NOTE 25.          SOFTWARE DEVELOPMENT REVENUES

In anticipation of entering into a long term check cashing services agreement
with ACS Retail Solutions, Inc. (ACS), the Company entered into an Interim Work
and Assignment Agreement with ACS in June 2000. Under the terms of the Interim
Agreement the Company provided development services, and recorded $303 thousand
in revenues for those services. As a result of a dispute between Greenland
Corporation and Seren Systems, Inc. regarding ownership of the software
technology, the Company was unable to complete its obligation with respect to
this Agreement and, as a result, the Company recorded an $84 thousand reserve
against the unpaid receivable balance (see Note 26). These services were
accounted for on a percentage of completion basis


NOTE 26.          LEGAL PROCEEDINGS

On September 29, 2000, the Company filed a First Amended Complaint for
declaratory Relief and Provisional Remedies in San Diego County Superior Court
against Seren Systems, Inc. The Complaint sought preliminary relief in a dispute
regarding the ownership of software technology paid for by the Company, which
Seren Systems, Inc. has refused to deliver and/or make available to the Company.
As a result, the Company has been unable to fulfill its obligations with respect
to certain purchase orders and/or contracts. On November 3, 2000, the judge
issued a telephone ruling denying the Company's request for a preliminary
injunction. On, December 15, 2000 the Company dismissed this action.

On October 12, 2000, the Company filed a Demand for Arbitration with the
American Arbitration Association against Seren Systems, Inc. with respect to the
above mentioned dispute. The November 26, 1998 Consulting Agreement by and
between the Company and Seren Systems, Inc. stipulates that any controversy
between the parties shall be settled by binding arbitration. A hearing date is
scheduled for September 17, 2001. Although there can be no assurance as to the
outcome of the proceeding, the Company is confident that, once the true facts in
this matter are fleshed out before an arbitrator, the Company will obtain the
substantive determination necessary to obtaining the return of its property
and/or to collect damages. In addition to the return of its property, the
Company seeks actual damages in the amount of $2 million, including the return
of payments made to Seren as a subcontractor for Greenland on the ACS/7-Eleven
V.com project; Seren Systems has counterclaimed for damages in the amount of
$700,000.

On December 19, 2000, the Company filed a Complaint for Declaratory Relief and
Provisional remedies in Los Angeles County Superior Court against Seren Systems,
Inc. The Complaint was brought in Los Angeles County in response to certain
venue-related issues. The Complaint is for the remedies as requested in the San
Diego action cited above. In addition, the Complaint seeks damages as related to
a contract between the Company and Seren dated on or about June 30, 2000 that is
part of the dispute with Seren. At this time, Seren and the Company have stayed
all proceedings.

On March 23, 2000 Arthur Kazarian, Trustee for the General Wood Investment Trust
(the "Landlord") filed a Complaint in San Diego County. The Complaint alleges
Unlawful Detainer and seeks damages of approximately $30,000 plus related
damages subject to mitigation by the Landlord. The Company filed an answer to
the Complaint and is confident that this matter will be resolved without
material adverse effect on the Company's financial position results of
operations, or cash flows.

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.

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


                                      F-22
<PAGE>

                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (CONTINUED)

26.               LEGAL PROCEEDINGS (CONTINUED)

management, should not have a material adverse effect on the Company's financial
position results of operations, or cash flows.


NOTE 27.          SUBSEQUENT EVENTS

Subsequent to year-end, the Company issued 6 million shares of common stock
in payment of services performed during 2001 totaling $521 thousand.

Subsequent to December 31, 2000 the Company entered into an agreement with
Intellicorp, Inc. ("Intellicorp") whereby Intellicorp agreed to purchase
$3,000,000 worth restricted common shares of stock of Greenland at $.065 per
share. The funds were to be paid in installments over a five-month period. As
of the filing date of this report on Form 10-KSB, the Company has received
$500,000. The contract provides for a specific payment plan, and the payments
from Intellicorp have not been received in a timely manner and as according
to the plan. As a result, the Company has cancelled the stock certificates
issued to Intellicorp, without protest by Intellicorp. Although Intellicorp
continues to adamantly and frequently express it intent to meet its
obligations under the agreement, there can be no assurance that Intellicorp
will in fact meet its obligations and/or that the Company would accept
funding from Intellicorp upon the prior terms and conditions.

Subsequent to December 31, 2000 Thomas A. Hyde, Jr. and Thomas J. Beener,
officers and directors of the Company, each loaned $12,000 to the Company. The
loans are unsecured and the loan agreements provide for repayment within 10 days
of demand and interest at the rate of 8%. In addition, Mr. Hyde and Mr. Beener
each received warrants to purchase shares of Greenland common stock at an
exercise price of $.10 per share for a term of two years.

On March 28, 2001, the Company announced that it had entered an agreement
with a NASD approved Underwriter, referred to in Company communications as an
"institutional private equity investor" by which the Underwriter is
contractually bound to provide up to $35 million of equity financing over the
next three years. The underwriter will purchase shares of common stock of
Greenland at 93% of then current market value. The agreement, subject to
registration and effectiveness with the SEC, and certain other conditions, is
expected to provide adequate capital to meet management's operating and
expansion plans, including the retirement of current and long-term
liabilities, as well as potential acquisitions. The Company is preparing a
registration statement, which it expects to file with the Securities and
Exchange Commission in the second quarter of fiscal 2001. Although there can
be no assurance, the Company anticipates that the registration statement will
become effective within 60 days of the filing date.

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, due to the greater than acceptable check processing risk.


                                      F-23
<PAGE>

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None

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

Pursuant to General Instruction G(3) to Form 10-K, the information required by
Items 10, 11, 12, and 13 of Part III is incorporated by reference from the
Company's definitive Proxy Statement with respect to its Fiscal Year 2000 Annual
Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before
April 30, 2001.

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

         (3a)  On April 9,1999 the Company filed Form 8-K to report the terms
               of the Stock Purchase Agreement with Louis T. Montulli.*

         (3b)  On August 20, 1999, the Company filed Form 8-K to report the
               change of its certifying accountant to Levitz, Zacks &
               Ciceric* (3c) Amended Certificate of Incorporation*

         (3d)  Amended Bylaws*

         (3e)  Common Stock Specimen*

         (10a) Greenland Corporation 1999 Stock Option Plan *

         (10b) Employment Agreement between the Company and Louis T. Montulli
               dated September 1, 1999, incorporated by reference to Exhibit
               10(b) of Form 10-KSB filed April 14, 1999.

         (10c) Employment Agreement between the Company and Thomas J. Beener
               dated September 1, 1999, incorporated by reference to Exhibit
               10(c) of Form 10-KSB filed April 14, 1999.

         (10d) Employment Agreement between the Company and Lee Swanson dated
               September 1, 1999, incorporated by reference to Exhibit 10(d)
               of Form 10-KSB filed April 14, 1999.

         (10e) Confidential Settlement Agreement and Release of Claims by and
               between SmartCash ATM and Greenland Corporation dated March 9,
               2000, incorporated by reference to Exhibit 10(e) of Form
               10-KSB filed April 14, 2000.

         (10f) Asset Purchase Agreement by and between Telenetics Corporation
               and Greenland Corporation dated April 5, 1999, incorporated by
               reference to Exhibit 10(f) of Form 10-KSB filed April 14,
               2000.

         (10g) Standard Industrial/Commercial Multi-Tenant Lease between the
               Company and Del Oro Gateway Partners, L.P., dated April 12,
               1999, incorporated by reference to Exhibit 10(g) of Form
               10-KSB filed April 14, 2000.

         (10h) Master Agreement to Lease Equipment between the Company and
               Cisco Systems Capital Corporation, dated November 1, 1999,
               incorporated by reference to Exhibit 10(h) of Form 10-KSB
               filed April 14. 2000.

         (10i) Custom Service Agreement between the Company and Sprint
               Communications Company, L.P, dated September 17, 1999,
               incorporated by reference to Form 10-KSB filed April 14, 2000.

         (10j) Distribution Agreement between the Company and ACS Electronic
               Commerce Group, dated December 1, 1999, incorporated by
               reference to Form 10-KSB filed April 14, 2000..

         (10k) Master Distribution Agreement between the Company and
               SmartCash ATM, Ltd., dated March 30, 1999, incorporated by
               reference to Form 10-QSB filed August 16, 1999.

         (10l) Interim Work and Assignment Agreement between the Company and
               ACS Retail Solutions, Inc., dated June 24, 2000, incorporated
               by reference to Form 10-QSB filed August 14, 2000.

         (21)  List of Subsidiaries of the Company.

*Incorporated by Reference from previous filing.

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

<PAGE>

SIGNATURES

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


Date: April 13, 2001           GREENLAND CORPORATION

                               By:      /s/ T.A. HYDE, JR.
                                  ---------------------------
                                        T.A. Hyde
                                      Chief Executive Officer

                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>

      SIGNATURE                                    TITLE                                     DATE
      ---------                                    -----                                     ----
<S>                           <C>                                                       <C>
/s/ T.A. Hyde, Jr.                 CHAIRMAN OF THE BOARD OF DIRECTORS AND               APRIL 13, 2001
------------------
T.A. Hyde, Jr.                             CHIEF EXECUTIVE OFFICER
                                        (PRINCIPAL EXECUTIVE OFFICER
/s/ Gene Cross                           CHIEF FINANCIAL OFFICER AND                    APRIL 13, 2001
---------------
Gene Cross                                        DIRECTOR
                                        (PRINCIPAL ACCOUNTING OFFICER
/s/ Thomas Beener             CHIEF OPERATING OFFICER, SECRETARY, AND DIRECTOR          APRIL 13, 2001
------------------
Thomas Beener

/s/ Lee Swanson                                   DIRECTOR                              APRIL 13, 2001
---------------
Lee Swanson

/s/ George Godwin                                 DIRECTOR                              APRIL 13, 2001
------------------
George Godwin
</TABLE>

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