SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                         COMMISSION FILE NUMBER: 017833


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


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


                            100 East San Marcos Blvd
                              San Marcos, CA 92069
                    (Address of principal executive offices)


                                 (760) 510-5986
                           (Issuer's telephone number)


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

                      CLASS A COMMON STOCK $0.001 PAR VALUE
                113,022,365 SHARES OUTSTANDING AS OF MAY 11, 2005

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

Traditional Small Business Disclosure Format (check one): |X| YES |_| NO
<PAGE>

                              GREENLAND CORPORATION
                              REPORT ON FORM 10-QSB
                          QUARTER ENDED MARCH 31, 2005

                                TABLE OF CONTENTS

Part I.    Financial Information

Item 1.    Financial Statements (unaudited)

           Consolidated balance sheet as of March 31, 2005 (unaudited)

           Consolidated statements of operations for the three month
           periods ended March 31, 2005 and 2004

           Consolidated statements of cash flows for the three month
           periods ended March 31, 2005 and 2004

           Notes to consolidated financial statements

Item 2.    Management's discussion and analysis of financial condition
           and results of operations

Part II.   Other Information

Item 1.    Legal Matters

Item 6.    Exhibits and Reports on Form 8-K

           Signatures


                                       2
<PAGE>

                              GREENLAND CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2005
                                   (unaudited)

(in thousands, except share amounts)

<TABLE>
<S>                                                                     <C>
ASSETS

Current assets
     Cash and cash equivalents                                          $      204
     Account Receivable, net of allowance for bad debts of $443                239
                                                                        ----------
          Total current assets                                                 443

Property and equipment, net                                                     26
Deposits                                                                         3
                                                                        ----------

                                                                        $      472
                                                                        ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
     Accounts payable                                                   $    1,068
     PEO payroll taxes and other payroll deductions                          5,533
     Accrued payroll                                                           312
     Accrued interest                                                          516
     Other accrued expenses                                                    488
     Client Deposit                                                              4
     Current maturities of obligations under capital lease                     348
     Notes payable to related parties                                          723
     Current Portion - Notes payable                                           456
                                                                        ----------

          Total current liabilities                                          9,448

Commitments & contingencies

Stockholders' deficit
     Convertible Preferred Class A stock, $.001 par value;
        10,000 shares authorized, no shares issued or outstanding               -0-
     Common stock, $0.001 par value, 500,000,000 shares
        authorized, 113,022,365 shares issued and
        outstanding, respectively                                              114
     Subscribed shares                                                       1,093
     Paid-in capital                                                        31,030
     Accumulated deficit                                                   (41,213)
                                                                        ----------
          Total shareholders' deficit                                       (8,976)

                                                                        $      472
                                                                        ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>

                              GREENLAND CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
in thousand, except per share amounts                                     2005                   2004
                                                                      -----------             ----------
<S>                                                                   <C>                     <C>
   Net Revenue - PEO Services                                         $       468             $      762
   Cost of Revenue                                                            436                    706
                                                                      -----------             ----------
        Gross profit, (gross billings of $2,174,850, less
        worksite Employee payroll cost of $2,142,387)                          32                     56
   Operating expenses:
        General and Administrative expense                                    270                    680
                                                                      -----------             ----------

   Loss from operations                                                      (238)                  (624)

   Non-operating income  (expenses):
        Gain on settlement of debt                                             -0-                     6
        Loss on settlement of debt                                             (2)                    -0-
        Interest expense                                                      (53)                   (34)
        Interest income                                                        -0-                    -0-
                                                                      -----------             ----------
           Total non-operating income (expense)                               (55)                   (28)

   Loss from continuing operation before income tax                          (293)                  (652)

   Provision for income tax                                                     1                     -0-
                                                                      -----------             ----------
   Net loss                                                                  (294)                  (652)
                                                                      ===========             ==========

   Basic and diluted net loss per share                                    (0.003)                (0.008)
                                                                      -----------             ----------

   Basic and diluted weighted average number
       of common stock outstanding                                    113,022,365             84,972,365
                                                                      -----------             ----------
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>

                              GREENLAND CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
(in thousands)                                                              2005          2004
                                                                         ----------    ----------
<S>                                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                               $     (294)   $     (652)
   Adjustments to reconcile net loss to net cash provided by (used in)
       operating activities:
         Depreciation and amortization                                            3             8
         Allowance for doubtful account                                           1             5
         Options issued for services                                              7            86
         Gain in settlement of debt                                              -0-           (6)
   (Increase) / decrease in current assets:
         Accounts receivable                                                    (35)          (17)
         Other assets                                                             6           338
   Increase in current liabilities:
         Account payable and accrued expense                                    419           194
                                                                         ----------    ----------
            Total Adjustments                                                   401           608
                                                                         ----------    ----------
  Net cash provided by (used in) operating activities                           107           (44)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payment on note payable                                             -0-         (136)
   Proceeds from (payment on) note payable-related party                        (13)          180
                                                                         ----------    ----------
  Net cash provided by (used in) financing activities                           (13)           44

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                               94            -0-

CASH & CASH EQUIVALENTS , BEGINNING BALANCE                                     110            -0-
                                                                         ----------    ----------


CASH & CASH EQUIVALENTS , ENDING BALANCE                                 $      204    $       -0-
                                                                         ----------    ----------

SUPPLEMENTAL INFORMATION:
  Cash paid for interest                                                 $        3    $       18
                                                                         ----------    ----------
  Cash paid for income tax                                               $        1    $        1
                                                                         ----------    ----------
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

                              GREENLAND CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The accompanying  unaudited condensed  consolidated interim financial statements
have  been  prepared  in  accordance  with  the  rules  and  regulations  of the
Securities and Exchange  Commission for the  presentation  of interim  financial
information,  but do not include all the information  and footnotes  required by
generally accepted accounting principles for complete financial statements.  The
audited  consolidated  financial statements for the year ended December 31, 2004
was filed on March 31, 2005 with the Securities  and Exchange  Commission and is
hereby  referenced.  In the opinion of management,  all  adjustments  considered
necessary for a fair presentation have been included.  Operating results for the
three months period ended March 31, 2005 are not  necessarily  indicative of the
results that may be expected for the year ended December 31, 2005.

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  approximately  $9 million  and an  accumulated  deficit of $41 million as of
March 31, 2005. These factors,  among others,  raise substantial doubt about the
Company's ability to continue as a going concern. The Company's need for working
capital is a key issue for  management and necessary for the Company to meet its
goals and objectives.  The Company  continues to meet its obligations and pursue
additional capitalization  opportunities.  There is no assurance,  however, that
the  Company  will be  successful  in meeting  its goals and  objectives  in the
future.

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

NOTE 3. RECENT PRONOUNCEMENTS

In  December  2002,  the FASB issued  SFAS No. 148  "Accounting  for Stock Based
Compensation-Transition  and  Disclosure".  SFAS No.  148 amends  SFAS No.  123,
"Accounting for Stock Based  Compensation",  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this Statement amends the
disclosure  requirements  of Statement 123 to require  prominent  disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending January 31, 2003.

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

Had the Company  determined  employee stock based  compensation  cost based on a
fair value  model at the grant date for its stock  options  under SFAS 123,  the
Company's  net  earnings  per share  would have been  adjusted  to the pro forma
amounts  for the three  month  period  ended  March 31,  2005,  as follows ($ in
thousands, except per share amounts) :


                                       6
<PAGE>

      Net loss - as reported                       $  (294)
      Stock-Based employee compensation
        expense included in reported net
        income, net of tax

      Total stock-based employee
        compensation expense determined
        under fair-value-based method for all
        rewards, net of tax                            (22)
                                                   -------
      Pro forma net loss                           $  (316)
                                                   =======


      Earnings per share:
      Basic, as reported                            (0.003)
      Diluted, as reported                          (0.003)
      Basic, pro forma                              (0.003)
      Diluted, pro forma                            (0.003)

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R").  FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based  compensation  issued to employees.  FAS
No. 123R is effective  beginning in the Company's second quarter of fiscal 2006.
The Company  believes  that the adoption of this  standard will have no material
impact on its financial statements.

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

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

NOTE 4. REVENUE RECOGNITION

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

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


                                       7
<PAGE>

To conform to the net method, the Company reclassified worksite employee payroll
costs of $1.7  million for the three months  period  ended March 31, 2005,  from
direct costs to revenues.  This  reclassification had no effect on gross profit,
operating income (loss), or net income (loss).

Consistent with its revenue  recognition  policy,  the Company's direct costs do
not include the payroll cost of its worksite  employees.  The  Company's  direct
costs  associated  with its revenue  generating  activities are comprised of all
other costs related to its worksite  employees,  such as the employer portion of
payroll-related  taxes, employee benefit plan premiums and workers' compensation
insurance premiums.

NOTE 5. PROPERTY AND EQUIPMENT

Net property and equipment at March 31, 2005 was as follows:

         (In thousands)
         Furniture & equipment under capital lease           59
         Furniture and fixture                               35
                                                          -----
                                                             94
         Accumulated depreciation & amortization
            (Including accumulated amortization of
            $46 on leased assets)                           (68)
                                                          -----
                                                          $  26
                                                          =====

Depreciation  expenses,  including amortization of capital lease assets, for the
three  months  ended March 31, 2005 and 2004 were $3 thousand  and $8  thousand,
respectively.

NOTE 6. NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties at March 31, 2005 were as follows:

<TABLE>
<CAPTION>
                                                                        (in thousands)
<S>                                                                      <C>
Note payable to a stockholder of the Company.  Secured, interest at
8%. Principal due by August 6, 2005. Interest expense as of March 31,
2005 and 2004 is $11,369 and $4,686.                                        $  534
Notes payable to a stockholder and president of the Company. Secured,
interest at 8%. Principal due at various dates through January 2005.            15
Interest expense as of March 31, 2005 and 2004 is $300 and $120.
Notes payable to a stockholder and entity owned by a president of the
Company. Secured, Interest at 8%. Principal due at various dates
through January 2005. Interest expense as of March 31, 2005 and 2004            65
is $1,302 and $0 respectively.
Notes payable to a stockholder of the Company. Secured, interest at
8%. Principal due at various dates through January 2004.
Interest expense as of March 31, 2005 and 2004 is $2,179 and $2,239.           109
                                                                            ------
                                                                            $  723
                                                                            ======
</TABLE>


                                       8
<PAGE>

Total interest expense for Notes payable to stockholders of the Company, for the
three month period ended March 31, 2005 amounted to $15,150.

NOTE 7. NOTES PAYABLE

Notes payable at March 31, 2005 were as follows:

<TABLE>
<CAPTION>
                                                                          (in thousands)
<S>                                                                          <C>
Note payable to an unrelated party, with interest at 10%. Due through
the payment of commissions earned through March 9, 2001.                     $   320
Note payable to an unrelated party, unsecured with interest at 5.75%.
Due through the principal and interest payment March 31, 2004.
Interest expense as of March 31, 2005 and 2004 is $221 and $660
respectively.                                                                     15
Note payable related to acquisition of client services contracts from
A third party, payable without interest through May 2005.                        121
                                                                             -------
                                                                             $   456
                                                                             =======
</TABLE>

NOTE 8. STOCKHOLDERS' EQUITY

Convertible Preferred Stock

The  Company  is  authorized  to issue  10,000  shares  of  Class A  convertible
preferred  stock with a face value of ten thousand  Dollars  ($10,000) and a par
value of $.001 per share.  The Company is  authorized  to issue 10,000 shares of
Class B convertible preferred stock with a face value and with a par value to be
determined  at the  discretion  of the Board of  directors.  The  Company has no
convertible preferred stock outstanding through March 31, 2005.

Common Stock Issued During the Period

The  Company  had issued  115.1  million  shares on January  14, 2003 to Imaging
Technologies  Corporation  (ITEC)  pursuant to a share purchase  agreement for a
convertible  promissory  note which was  payable in two years,  in the amount of
$2.25  million.  The Company  entered into a  settlement  agreement in the three
month period ended March 31, 2004,  whereby,  90 million  shares was returned to
the Company in exchange of the promissory note (note 13).

The Company  issued 2.5 million  shares to retire notes payable in the amount of
$50 thousand in the three months ended March 31, 2004

The Company  issued 5 million  shares for  services  for the three  months ended
March 31, 2004.  The Company has  recognized  expenses for such  services in the
amount of $86 thousand.

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


                                       9
<PAGE>

Issued to Employees".  Entities electing to remain with the accounting method of
APB 25 must make pro forma  disclosures of net income and earnings per share, as
if the fair value method of accounting defined in SFAS 123 had been applied. The
Company has elected to account for its stock  based  compensation  to  employees
under APB 25.

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.

The following summary presents the incentive and non-qualified options under the
plan granted, exercised, expired and outstanding at March 31, 2005:

                                                       WEIGHTED AVERAGE
                                                  NUMBER OF          EXERCISE
                                                    SHARES            PRICE
                                                  ----------       ----------
                                                (In thousands)
Outstanding at December 31, 2004                      24,568       $     0.03
                                                  ----------       ----------
    Granted in 2005                                   17,950             0.02
    Exercised                                            -0-             0.00
    Expired                                              -0-             0.00
                                                  ----------       ----------
Outstanding at March 31, 2005                         42,518       $     0.02
                                                  ==========       ==========
Options exercisable at March  31, 2005                34,978       $     0.02
                                                  ==========       ==========

NOTE 9. BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the three month periods ended March 31,
2005 and 2004  were  determined  by  dividing  net loss for the  periods  by the
weighted  average number of both basic and diluted  shares of common stock.  The
basic and diluted net income (loss) per share has been restated to retroactively
effect a reverse stock split of 50:1. The weighted average number of shares used
to  compute  basic and  diluted  loss per share is the same  since the effect of
dilutive securities is anti-dilutive.

NOTE 10. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

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

The cash  flow  statements  do not  include  following  non-cash  investing  and
financing activities:

The Company paid for services  and  salaries,  in the amount of $86 thousand for
the three months ended March 31, 2004 by issuing its common stock.

The Company repaid notes payable to related parties of $50 thousand in the three
month period ended March 31, 2004 by the issuance of common stock.

The Company  entered into an agreement  with  Imaging  Technologies  Corporation
("ITEC") on February 11, 2004  whereby the Company  agreed to cancel or return a
Convertible  Promissory  Note  issued by ITEC to the  Company  in the  amount of
$2,250,000  and cancel an existing  inter-company  transfer  debt of ITEC to the
Company  of  approximately  $1,400,000  and ITEC  agreed to (i)  return  all but
19,183,390  shares of the Company common stock received in connection with their
purchase of the Company  stock on January  2003  (including  shares  received in
connection with exercise of warrants) (ii) retain an addition 6,000,000 shares


                                       10
<PAGE>

of the  Company  common  stock in the name of ITEC but with proxy  rights to the
Company  for full  voting  authority  and the right to the  Company to sell said
shares and receive  proceeds from said sale(s) (iii) grant the Company all right
title and  interest in ITEC's  rights to acquire any and all  interest in and to
ePEO Link, Inc. and (iv) cause all members of the Company board of directors who
also  serve on ITEC  board  to  resign  from  the  Company's  board.  The  above
$1,400,000  cancellation of inter-company debt is not reflected on the cash flow
statement.

During the quarter ended March 31, 2004,  the Company  wrote off the  Receivable
from one of the officers of ITEC for $ 150,000.  This has been  reflected on the
financials as deemed  dividend and is part of Retained  Earnings of the company.
This amount has not been nor reflected in the cash flow statement.

NOTE 11. SEGMENTS AND MAJOR CUSTOMERS

The  Company  had  two  reportable  segments  consisting  of (1)  the  sale  and
distribution of automatic check cashing machines (ABM) and (2) PEO services. The
accounting  policies of the  segments  were the same as those  described  in the
summary of significant  accounting policies.  The Company evaluated  performance
based on sales, gross profit margins and operating profit before income taxes.

The Company operated in one segment in 2005.

The following is information for the Company's reportable segments for the three
month ended March 31, 2004:

<TABLE>
<CAPTION>
                                                        -------------------------------------------
                                                            ABM      PEO
         (in thousands)                                   Segment  Segment    Unallocated   Total
                                                        -------------------------------------------
<S>                                                       <C>      <C>         <C>          <C>
         Revenue                                          $  -0-   $  762      $   -0-      $ 762
         Gross margin
                                                             -0-       56          -0-         56
         Depreciation and amortization                        5         3          -0-          8
         Interest expense                                    31         3          -0-         34
         Other, net                                          -0-     (674)         -0-        674
         Loss from continuing operations before tax         (31)     (621)         -0-       (652)

         Identifiable assets                                 43       302          -0-        345
         Capital expenditures                                -0-       -0-         -0-         -0-
</TABLE>

NOTE 12. LEGAL PROCEEDINGS

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

On May 23, 2001 Arthur  Kazarian,  Trustee for the General Wood Investment Trust
(the  "Landlord")  filed  a  Complaint  in San  Diego  County  naming  Greenland
Corporation as a defendant. The Complaint alleges breach of contract pursuant to
the terms of the lease  agreement  between the Company and the  Landlord for the
real  property  located  at 1935  Avenida  Del Oro,  Oceanside,  California  and
previously occupied by the Company. The Complaint seeks damages in the amount of
approximately  $500,000.  Although the Company  remains  liable for the payments
remaining  for the term of the lease,  the Landlord has a duty to mitigate  said
damages.  The Company  recorded a lease  termination  liability of $275 thousand
during the year ended December 31, 2001.  The Company  entered into a settlement
agreement with Arthur  Kazarian,  Trustee for the General Wood Investment  Trust
(the "Landlord") where by the Company agreed to pay the sum of $220,000 to the


                                       11
<PAGE>

Landlord in  installments  payments  of $20,000 in May 2002,  $50,000 in October
2002 and the remaining balance in December 2002. In the event Greenland defaults
in any or all  scheduled  payments,  the  Landlord is  entitled to a  stipulated
judgment of approximately $275,000. The Company was unable to make the scheduled
payments and as a result,  on July 8, 2002,  the Landlord has entered a judgment
lien against the Company in the amount of $279,654.

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

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

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

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

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

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

The Company was notified by Accord of Oklahoma that it is owed fees or royalties
based on a  percentage  of gross  revenues  received  by the  Company on certain
business  acquired  by the  Company  from  Accord.  Accord  filed an action  for
arbitration  in  Oklahoma  City,   Oklahoma  seeking  damages  of  approximately
$300,000. The Company attended the arbitration in February 2005 for two days.


                                       12
<PAGE>

The proceeding  has been continued  until June 2005. The Company has accrued the
amount in the accompanying  financials.  Dalrada Finance  Corporation  (formerly
Imaging  Technologies  Corporation)  is a  guarantor  of the payment of sums due
under the agreement  between the Company and Accord and is also a named party in
the action.

On May 14, 2004 the Company  commenced an action in Superior  Court in San Diego
County  against  Kelly  Allee  and  Outsource  Now,  Inc.  seeking  damages  for
interference  with  client's  relationships  and  improper  use of  confidential
information.  Ms. Allee was a former employee of ExpertHR.  In January 2005, the
Company  settled with  OutSource  Now whereby  OutSource Now paid $2,500 and the
parties  issued mutual  releases.  In March 2005,  the Company  settled with Ms.
Allee, whereby Ms. Allee released the Company for a Department of Labor dispute,
the parties issued join releases and the Company paid Ms. Allee $2,500.

On or about May 2004,  Management  was contacted by management of Viper Networks
and informed  that they intended to place an  "Administrative  Hold" and/or take
other action to prevent the sale of Viper Networks  shares owned by the Company.
The Company  purchased shares of Viper's common stock in April 2003 and obtained
a  promissory  note in the amount of $225,000  to be paid from  proceeds of fund
raising activities of Viper. Under Rule 144 of the Securities Act once shares of
restricted  stock is  owned  for at least  one  year it can be sold  subject  to
certain  restrictions.  The Company has complied with said  restrictions  and is
attempting to sell shares of Viper pursuant to Rule 144. The primary  purpose of
said sales is to meet Company  obligations to the Internal  Revenue  Service and
the EDD. The Management of Viper has refused to acknowledge  the Company's right
to sell said shares.  Viper and their Board of Directors have been informed that
the  Company  has  earmarked  the  proceeds  of the sale of Viper  Shares to the
Internal  Revenue Service and the EDD. Viper's Board has also been informed that
their "Administrative Hold" and/or any other action that restricts or blocks the
Company's  ability to sell the Viper shares  places Viper at risk for  liability
and possible  personal  liability to each Director.  In addition the Company has
notified Vipers transfer agent,  Interwest  Transfer,  that the Company may take
legal action against the transfer agent, for what may be improper conduct by the
transfer  agent.  Finally,  the  Company  will seek relief  from  certain  stock
promoters  including  and/or  funding  sources,  engaged  by  Viper's  Board  of
Directors  for among  other  things  failure  to pay the  Company  approximately
$225,000 in  connection  with the  promissory  note that is payable from proceed
from funding sources.  The Company has notified the Internal Revenue Service and
EDD of the situation.

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

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

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

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

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


                                       13
<PAGE>

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

The Company is waiting the schedule to proceed with arbitration.

On or about February 2005, two of Company's shareholders sent a draft of a legal
action against the Company,  its officers and directors and former  officers and
directors who were also officers/directors of Imaging Technologies  Corporation.
Management believes this threatened action is without merit.  However,  there is
no assurance the action will not be filed and if so, the Company will defend its
interest  against the  shareholders..  Both  shareholders  are  officers  and/or
directors  of  Viper  Networks,  Inc and  management  believes  this  threatened
litigation is related to the pending litigation with Viper.

On or about March 21, 2005, the Company filed an action in Superior Court of San
Diego  against  former  members of the board of directors  of the Company,  Owen
Naccarrato,  Peter Benz and  Dalrada  Financial  Corporation  (formerly  Imaging
Technologies  Corporation:  "ITEC").  Bonar, Gaer, Green and Dietrich are former
members of the board of  directors  of the  Company  were also  serving as board
members  of ITEC  during  2003 and part of 2004.  The action  alleges  Breach of
Fiduciary Duty, Fraud; negligent misrepresentation,  concealment and conversion.
The action also alleges legal malpractice against Owen Naccarrato and conspiracy
to defraud against Peter Benz. The Company seeks two million dollars in damages.
At this time the  Company  has not served  Peter Benz.  Upon  re-evaluating  its
action  against Mr.  Benz,  the Company will not serve and will dismiss Mr. Benz
from this action.

On or about March 2005, ExpertHr-Michigan,  Inc , and ExpertHR, Inc, both wholly
owned  subsidiary  of Greenland  Corporation  was named in an amended  complaint
filed  by LM  Insurance  Corporation  in  United  States  District  Court in the
Northern District of Illinois  (collectively,  "GRLC") . The original  complaint
was filed by LM against SourceOne  Group.,  Inc a/k/a and d/b/a SourceOne Group,
LLC and Payroll Services of Virginia;  Dalrada Financial Corporation,  a/k/a and
d/b/a Imaging Technologies  Corporation  (collectively,  "Dalrada").  The action
relates to activities of Dalrada in its  representation  of the Arena Football 2
Operating  Company  (AF2)  and  Dalrada  failure  to pay  worker's  compensation
insurance premiums to LM, after receiving payments from AF2 and/or securing said
coverage under false representations. GRLC was named only after "representatives
of Dalrada made representations that GRLC represented teams in the AF2. GRLC has
obtained  counsel and filed a motion to dismiss  based on the factors  that GRLC
(i) does not do  business in Illinois  (ii) never  represented  teams in the AF2
(iii)  received no funds from AF2 teams (iv) was not a party to any dealing with
LM and/or Dalrada and/or Brian Bonar in connection  with the AF2. The motion was
heard. The decision will be made sometimes in June.

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

NOTE 13. ITEC ACQUISITION AGREEMENT

On January 14, 2003, the Company  completed its sale of 19,183,390 shares of its
common  stock,   which  represented  sixty  percent  (60%)  of  the  issued  and
outstanding shares of the Company, to Imaging Technologies Corporation ("ITEC"),
accordingly, there was a change of control.

Additionally,  the Company sold  warrants to purchase  95,319,510  shares of its
common stock to ITEC,  which  represented an additional  thirty percent (30%) of
the issued and outstanding shares of the Company.

The sale price for the shares and the exercise of the warrants was $2,250,000 in
the form of a promissory note  convertible  into shares of common stock of ITEC,
the  number of which was to be  determined  by a formula  applied  to the market
price of the shares at the time that the promissory note was to be converted.


                                       14
<PAGE>

The warrants were  exercised  and 115.1  million of the Company's  common shares
were  issued  to  ITEC  and  delivered  pursuant  to the  terms  of the  Closing
Agreement.  Accordingly,  ITEC held voting rights to 115.1 million shares of the
Company's common stock,  representing 83% of the total outstanding the Company's
common shares at May 16, 2003.

Also on  January  14,  2003,  four new  directors  were  elected to serve on the
Company's  Board of Directors as nominees of ITEC. The Company's Chief Executive
Officer remained in his position. ITEC's CEO served as Chairman of the Company's
Board of Directors.

On February  11,  2004,  the Company  entered  into an  agreement  with  Imaging
Technologies  Corporation  ("ITEC"),  whereby  the  Company  agreed to cancel or
return a Convertible Promissory Note issued by ITEC to the Company in the amount
of $2,250,000 and cancel an existing  inter-company transfer debt of ITEC to the
Company  of  approximately  $1,400,000  and ITEC  agreed to (i)  return  all but
19,183,390  shares of the Company common stock received in connection with their
purchase of the Company  stock on January  2003  (including  shares  received in
connection with exercise of warrants) (ii) retain an addition  6,000,000  shares
of the  Company  common  stock in the name of ITEC but with proxy  rights to the
Company  for full  voting  authority  and the right to the  Company to sell said
shares and receive  proceeds from said sale(s) (iii) grant the Company all right
title and  interest in ITEC's  rights to acquire any and all  interest in and to
ePEO Link, Inc. and (iv) cause all members of the Company board of directors who
also serve on ITEC board to resign from the Company's board. As a result of this
transaction  the  Company's  issued  and  outstanding  shares  were  reduced  to
88,000,000 and ITEC is no longer the controlling shareholder nor does ITEC board
members control the Company Board of Directors.

The company  incurred  loss of $ 1,778,000  on the  settlement  with ITEC.  This
amount  has  been  treated  as  Deemed  Dividend  since it  resulted  in loss on
settlement of receivable from the majority shareholder at that time and has been
reflected on the financials as part of Retained Earnings  (accumulated  deficit)
for the period ending March 31, 2004.

As a part of above agreement, the Company wrote off a Receivable from one of the
officers of ITEC for $ 150,000.  This has been  reflected on the  financials  as
deemed dividend and is part of Retained  Earnings  (accumulated  deficit) of the
company as on March 31, 2004.


                                       15
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      This Quarterly  Report  contains  forward-looking  statements that involve
risk and uncertainties.  Forward-looking statements include, without limitation,
any statement that may predict, indicate or imply future results, performance or
achievements  and may  contain  the  words  "believe,"  "expect,"  "anticipate,"
"estimate," "project," "will be," "will continue" or words or phrases of similar
meaning.  Forward-looking statements involve risks and uncertainties,  which may
cause actual results to differ materially from the  forward-looking  statements.
Such risks and uncertainties  include,  but are not limited to, risks associated
with completing product development;  commercial use of check-cashing  machines;
product   repairs;   consumer   acceptance;   need  for  additional   financing;
manufacturing risks; dependence on suppliers; dependence on distributors;  rapid
technological changes; dependence on key personnel;  compliance with state laws;
risks of  technical  problems  or product  defects;  dependence  on  proprietary
technology  and other factors  detailed in our reports filed with the Securities
and Exchange Commission.

INTRODUCTION

      The  following   discussion  pertains  to  our  operations  and  financial
condition  as of March 31,  2005,  and  should be read in  conjunction  with our
financial statements and notes thereto, and other financial information included
elsewhere in this report.

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

      Related to the ITEC transaction,  the Company in August 2002,  organized a
wholly-owned  subsidiary,  ExpertHR  Inc.  ExpertHR is a  professional  employer
organization  ("PEO").  The PEO  business  provides  a broad  range of  services
associated  with staff  leasing and human  resources  management.  These include
benefits and payroll administration,  health and workers' compensation insurance
programs, personnel records management,  employer liability management, employee
recruiting and selection,  performance management,  and training and development
services.  ITEC as part of the purchase  transaction  was to supply  certain PEO
clients to ExpertHR.

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

      On February 11, 2004 the Company  entered  into an agreement  with Imaging
Technologies Corporation ("ITEC") whereby, among other conditions ITEC agreed to
(i) return all but  19,183,390  shares of the Company  common stock  received in
connection  with their purchase of the Company stock on January 2003  (including
shares  received in  connection  with  exercise of warrants)  and (ii) cause all
members of the Company board of directors who also serve on ITEC board to resign
from the  Company's  board;  Brian Bonar,  Eric Gaer,  Richard  Green and Robert
Dietrich.  As a result of this  transaction  ITEC was no longer the  controlling
shareholder  nor does ITEC board members control the Company Board of Directors.
During the period that ITEC  controlled the Company,  management had significant
disagreements   with  ITEC  over  use  of  funds,   including   up-streaming  of
approximately  $1,400,000,  accounting  policies  and  failure  to pay taxes and
conflicts of interest by ITEC Board members and legal counsel selected by ITEC.


                                       16
<PAGE>

      During,  2004 and as of the first quarter of 2005, the Company's  business
operations,  was the PEO  business  with no  activity  from  any  check  cashing
activities.  The Company initially  believed that certain PEO customers may have
an interest in purchasing  the MaxCash ABM but results in to date do not reflect
success.

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

      The Company,  as stated in its 10K-SB for period ended  December 31, 2004,
will no longer pursue it's check cashing operations in 2005.

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

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

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

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

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

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

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

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

      To successfully execute our current strategy,  we will need to improve our
working  capital  position.  The report of the  Company's  independent  auditors
includes an explanatory  paragraph indicating there is a substantial doubt about
our ability to continue as a going  concern,  due  primarily to the decreases in
our working capital and net worth. We plan to overcome the circumstances that


                                       17
<PAGE>

impact our ability to remain a going concern  through a combination of achieving
profitability,  raising  additional and financing,  and  renegotiating  existing
obligations.

      Presently,  the Company owns shares of common stock of Viper Networks Inc.
Although all or a majority of funds  (depending  on proceeds  received)  are set
aside for payment of taxes,  the Company  anticipates a certain  availability of
funds to  assist  in the  Company's  on-going  operation.  However,  they may be
certain difficulties regarding the sale of said shares (See "Legal Matters").

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

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

Professional Employer Organization

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

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

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

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

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

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

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


                                       18
<PAGE>

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

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

Government Regulation

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

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

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

Client Services Agreement

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

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

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


                                       19
<PAGE>

      Our  clients  are  responsible  for:   payment,   through   ExpertHR,   of
commissions, bonuses, paid leaves of absence and severance payments; payment and
related tax reporting and remittance of non-qualified  deferred compensation and
equity-based  compensation;  assignment  to, and ownership of, all  intellectual
property  rights;  compliance with  Section-414(o)  of the Internal Revenue Code
regarding  benefit  discrimination;   compliance  with  OSHA  regulations,   EPA
regulations,  FLSA,  WARN and state and local  equivalents  and compliance  with
government   contracting   provisions;   compliance  with  NLRA,  including  all
organizing efforts and expenses related to a collective bargaining agreement and
related  benefits;  professional  licensing  requirements,  fidelity bonding and
professional   liability  insurance;   and  products  produced  and/or  services
provided.

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

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

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

Check Cashing

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

      We  have  invested  capital,  time,  and  effort  in the  development  and
evolution of our back-office,  risk management and transaction  support software
systems. Due to shortages of working capital and litigation with a key supplier,
we altered our plans for ongoing development,  production,  and marketing of the
MAXcash ABM system. We initially  believed that there was a further  opportunity
to  market  the  MAXcash  ABM  kiosk  through  PEO  customers  of  our  ExpertHR
subsidiary;  and to clients  of other PEO  companies  in order to provide  check
cashing and other automated banking services to employees.

      However,  such  strategy  has not proved  successful  and as stated in our
10K-Sb for period ended December 31, 2004, the Company does not intend to market
the MaxCash ABM and anticipates no revenue stream from the MaxCash ABM.

RESULTS OF OPERATIONS

Gross Billing

      We had total gross  billing of $2.2  million and $3.6 million from our PEO
business  for the three month  ended  March 31,  2005 and 2004.  The Company has
experienced a poor client  retention  rate. The Company  believes this is due in
large part to the various changes of operations the Company has transitioned


                                       20
<PAGE>

through,  that most  clients were  purchased  from other  companies  creating an
additional  transition problem,  and the fact that certain former employees have
left the Company and may have engaged in conduct not in the  Company's  interest
(see Legal  Matters).  The Company has made an aggressive  effort to contact all
clients  and  initiate a strong  customer  service  department  to address  this
problem. Gross revenue include wages $1.7 million, taxes $204 thousand, workers'
compensation  $131  thousand,  administrative  fees $60  thousand  and other $73
thousand.

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

Worksite Employee Payroll Cost

      The Company  incurred total costs of PEO services of $2.1 million and $3.6
million for the three month ended March 31, 2005 and 2004.  The decrease in cost
is directly related to loss of clients for the reasons set forth above.  Cost of
PEO  services  included:  wages  $1.7  million,  taxes $197  thousand,  workers'
compensation $139 thousand and other $97 thousand.

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

Operating Expenses

      Selling,  general and administrative  expenses have consisted primarily of
salaries  and  related  costs  for  general   corporate   functions,   including
accounting,  facilities,  legal  and fees for  professional  services.  Selling,
general and  administrative  expenses  for the three months ended March 31, 2005
and 2004 were $270  thousand and $680  thousand,  respectively.  The decrease of
$410 thousand  (60%) due to reduction in various  expenses which include but not
limited  to rent,  consulting  and  salary.  The  Company  is on the path to add
approximately 500-600 clients thereby placing the Company in a break even and/or
cash flow position.

      There were no research and development  costs for the years ended December
31, 2005 and 2004, respectively.

Other Expense

      Net other income was $(55) thousand for the three month period ended March
31, 2005. Net other expenses were $(28)  thousand for the  year-earlier  period.
The difference is due to increase in interest expense.

Net Loss

      The net loss for the three months  ended March 31, 2005 was $294  thousand
compared  to a net loss of $652  thousand  for  comparative  period  in 2004,  a
decrease of $358  thousand,  or 55%. The Company has  experienced  a poor client
retention  rate.  The Company  believes this is due in large part to the various
changes of operations the Company has  transitioned  through,  that most clients
were purchased from other companies creating an additional  transition  problem,
and the fact that certain  former  employees  have left the Company and may have
engaged in conduct  not in the  Company's  interest  (see  Legal  Matters).  The
Company is on the path to add approximately  500-600 clients thereby placing the
Company in a break even and/or cash flow position.

LIQUIDITY AND CAPITAL RESOURCES

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


                                       21
<PAGE>

      At March 31, 2005, we had a working capital deficit of $9 million compared
with a working  capital  deficit  of $8.7  million at  December  31,  2004.  The
increase in working capital of $300 thousand,  or 3% resulted  primarily from an
increase in PEO payroll tax and other payroll deductions.

      Stockholders'  deficit increased for the three months ended March 31, 2005
from the  previous  fiscal  year by $286  thousand,  due  primarily  to the $294
thousand  comprehensive  loss which was offset by an increase in additional paid
in capital.

      The Company's  officers and directors are aware of no other  threatened or
pending  litigation,  not otherwise  discussed in Item 1, 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.

      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  and to  continue  to grow its PEO
business.

RISKS AND UNCERTAINTIES

Limited Operating History:

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

If we are unable to secure  future  capital,  we will be unable to continue  our
operations.

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

      To successfully execute our current strategy,  we will need to improve our
working capital position.  The report of our independent  auditors  accompanying
our December 31, 2004 financial  statements  includes an  explanatory  paragraph
indicating there is a substantial  doubt about the Company's ability to continue
as a going  concern,  due primarily to the decreases in our working  capital and
net worth.  We plan to  overcome  the  circumstances  that impact our ability to
remain a going concern through a combination of increased revenues and decreased
costs,  with interim cash flow deficiencies  being addressed through  additional
equity financing.

Potential Fluctuation in Quarterly Performance:

      Quarterly  operating  results can fluctuate  significantly  depending on a
number of factors,  any one of which could have a material adverse effect on our
results of  operations.  The  factors  include:  the timing of  product/services
announcements  and subsequent  introductions of new or enhanced  products and/or
services by us and by our competitors, the availability and cost of inventories,


                                       22
<PAGE>

the market acceptance of products and services, changes in our prices and in our
competitors' prices, the timing of expenditures for staffing and related support
costs,  the  extent  and  success  of  advertising,   research  and  development
expenditures, and changes in general economic conditions.

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

Risk of Technical Problems or Product Defects:

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

Government Regulation:

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

Since our competitors have greater financial and marketing resources than we do,
we may experience a reduction in market share and revenues.

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

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

If we  acquire  complementary  businesses,  we may not be  able  to  effectively
integrate them into our current  operations,  which would  adversely  affect our
overall financial performance.

      In order to grow our business,  we may acquire  businesses that we believe
are  complementary.  To successfully  implement this strategy,  we must identify
suitable acquisition  candidates,  acquire these candidates on acceptable terms,
integrate  their  operations  and  technology  successfully  with  ours,  retain
existing  customers and maintain the goodwill of the acquired  business.  We may
fail in our  efforts  to  implement  one or more of these  tasks.  Moreover,  in
pursuing acquisition opportunities,  we may compete for acquisition targets with
other companies with similar growth strategies. Some of these competitors may be
larger and have greater  financial and other  resources than we do.  Competition
for these  acquisition  targets likely could also result in increased  prices of
acquisition   targets  and  a  diminished   pool  of  companies   available  for
acquisition.  Our overall financial performance will be materially and adversely
affected  if we are  unable  to  manage  internal  or  acquisition-based  growth
effectively.  Acquisitions  involve a number of  risks,  including:  integrating
acquired  products and technologies in a timely manner,  integrating  businesses
and employees with our business, managing geographically-dispersed operations,


                                       23
<PAGE>

reductions in our reported  operating results from  acquisition-related  charges
and amortization of goodwill,  potential increases in stock compensation expense
and increased  compensation  expense resulting from newly-hired  employees,  the
diversion  of  management  attention,  the  assumption  of unknown  liabilities,
potential  disputes  with the  sellers  of one or more  acquired  entities,  our
inability to maintain customers or goodwill of an acquired business, the need to
divest  unwanted  assets or  products,  and the  possible  failure to retain key
acquired personnel.

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

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

Developing Markets and Applications:

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

Dependence Upon Suppliers:

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

Component Availability and Cost; Dependence on Single Sources:

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

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

Dependence on Key Personnel:

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


                                       24
<PAGE>

Possibility of Challenge to Products or Intellectual Property Rights:

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

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

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

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

Reliance on Indirect Distribution:

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

Increases  in  health  insurance  premiums,  unemployment  taxes,  and  workers'
compensation  rates  will  have a  significant  effect on our  future  financial
performance.

      Health  insurance   premiums,   state  unemployment  taxes,  and  workers'
compensation  rates  are,  in part,  determined  by our claims  experience,  and
comprise a significant  portion of our direct costs.  We employ risk  management
procedures in an attempt to control claims  incidence and structure our benefits
contracts  to provide as much cost  stability as  possible.  However,  should we
experience a large increase in claims activity,  the unemployment  taxes, health
insurance  premiums,  or  workers'  compensation  insurance  rates we pay  could
increase. Our ability to incorporate such increases into service fees to clients
is  generally   constrained   by  contractual   agreements   with  our  clients.
Consequently,  we  could  experience  a delay  before  such  increases  could be
reflected in the service fees we charge. As a result,  such increases could have
a material adverse effect on our financial condition or results of operations.

We carry substantial liability for worksite employee payroll and benefits costs.

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


                                       25
<PAGE>

As a major employer, our operations are affected by numerous federal, state, and
local laws related to labor, tax, and employment matters.

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

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

The maintenance of health and workers'  compensation  insurance plans that cover
worksite employees is a significant part of our business.

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

Our standard  agreements with PEO clients are subject to cancellation on 60-days
written notice by either the Company or the client.

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

A number of legal issues  remain  unresolved  with respect to the  co-employment
agreement  between  a  PEO  and  its  worksite  employees,  including  questions
concerning   the  ultimate   liability  for   violations   of   employment   and
discrimination laws.

      Our  client  service  agreement  establishes  a  contractual  division  of
responsibilities  between us and our clients for  various  personnel  management
matters,  including  compliance  with and  liability  under  various  government
regulations.  However,  because  we act as a  co-employer,  we may be subject to
liability  for  violations  of these or other  laws  despite  these  contractual
provisions,  even if we do not  participate  in such  violations.  Although  our
agreement  provides  that  the  client  is to  indemnify  us for  any  liability
attributable to the conduct of the client, we may not be able to collect on such
a contractual  indemnification claim, and thus may be responsible for satisfying
such liabilities. Additionally, worksite employees may be deemed to be agents of
the  Company,  subjecting  us to  liability  for the  actions  of such  worksite
employees.

Volatility of Stock Price:

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


                                       26
<PAGE>

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

If our operations continue to result in a net loss, negative working capital and
a decline in net worth,  and we are unable to obtain needed  funding,  we may be
forced to discontinue operations.

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

Absence of Dividends:

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

Liquidity of Common Stock:

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

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

ITEM 3. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision  and with the  participation
of the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, regarding the effectiveness of the design and operation
of the Company's  disclosure  controls and  procedures  pursuant to Exchange Act
Rule 13a-14.  As a result of the  evaluation,  our Chief  Executive  Officer and
Chief  Financial  Officer  have  concluded  that  our  disclosure  controls  and
procedures are effective in ensuring that  information  required to be disclosed
in the reports that we file or submit under the Securities  Exchange Act of 1934
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the Securities and Exchange Commission's rules and forms.

There have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect these controls since the last quarter.


                                       27
<PAGE>

PART II  OTHER INFORMATION

ITEM 1. - LEGAL MATTERS

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

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

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

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

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


                                       28
<PAGE>

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

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

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

      The  Company was  notified  by Accord of Oklahoma  that it is owed fees or
royalties  based on a percentage  of gross  revenues  received by the Company on
certain business acquired by the Company from Accord. Accord filed an action for
arbitration  in  Oklahoma  City,   Oklahoma  seeking  damages  of  approximately
$300,000.  The Company  attended the  arbitration in February 2005 for two days.
The proceeding  has been continued  until June 2005. The Company has accrued the
amount in the accompanying  financials.  Dalrada Finance  Corporation  (formerly
Imaging  Technologies  Corporation)  is a  guarantor  of the payment of sums due
under the agreement  between the Company and Accord and is also a named party in
the action.

      On May 14, 2004 the Company  commenced an action in Superior  Court in San
Diego County  against Kelly Allee and Outsource  Now, Inc.  seeking  damages for
interference  with  client's  relationships  and  improper  use of  confidential
information.  Ms. Allee was a former employee of ExpertHR.  In January 2005, the
Company  settled with  OutSource  Now whereby  OutSource Now paid $2,500 and the
parties  issued mutual  releases.  In March 2005,  the Company  settled with Ms.
Allee, whereby Ms. Allee released the Company for a Department of Labor dispute,
the parties issued join releases and the Company paid Ms. Allee $2,500.

      On or about May 2004,  Management  was  contacted by  management  of Viper
Networks  and  informed  that they  intended to place an  "Administrative  Hold"
and/or take other action to prevent the sale of Viper  Networks  shares owned by
the Company.  The Company purchased shares of Viper's common stock in April 2003
and  obtained  a  promissory  note in the  amount  of  $225,000  to be paid from
proceeds of fund raising  activities of Viper.  Under Rule 144 of the Securities
Act once  shares  of  restricted  stock is owned for at least one year it can be
sold  subject  to certain  restrictions.  The  Company  has  complied  with said
restrictions and is attempting to sell shares of Viper pursuant to Rule 144. The
primary  purpose of said sales is to meet  Company  obligations  to the Internal
Revenue  Service and the EDD. The Management of Viper has refused to acknowledge
the Company's right to sell said shares. Viper and their Board of Directors have
been  informed  that the Company has earmarked the proceeds of the sale of Viper
Shares to the Internal  Revenue Service and the EDD. Viper's Board has also been
informed that their "Administrative Hold" and/or any other action that restricts
or blocks the  Company's  ability to sell the Viper shares  places Viper at risk
for liability and possible personal liability to each Director.  In addition the
Company has notified Vipers transfer agent, Interwest Transfer, that the Company
may take legal  action  against  the  transfer  agent,  for what may be improper
conduct by the  transfer  agent.  Finally,  the  Company  will seek  relief from
certain stock promoters  including  and/or funding  sources,  engaged by Viper's
Board  of  Directors  for  among  other  things   failure  to  pay  the  Company
approximately  $225,000 in connection  with the promissory  note that is payable
from proceed from funding sources. The Company has notified the Internal Revenue
Service and EDD of the situation.

      On June 11, 2004 Viper  Networks,  Inc filed an action in  Superior  Court
seeking among other things,  recession of the April 25, 2003  agreement with the
Company,  damages and a Temporary  Restraining Order preventing the Company from
selling the shares of common stock of Viper that the Company  owns.  On June 22,
2004 a hearing was held at which time the court granted  Vipers  request for the
TRO, provided Viper post a $15,000 undertaking. The TRO became effective at


                                       29
<PAGE>

posting of the undertaking which Viper did on June 28, 2004. The court scheduled
a hearing for July 9, 2004. On July 8, 2004, the court issued a Tentative Ruling
denying  Viper's motion for Preliminary  Injunction.  On July 9, 2004, a hearing
was held on the issue and on July 14, 2004,  the court issued its order adopting
the Tentative  Ruling,  denying  Viper's motion for  Preliminary  Injunction and
thereby extinguishing the previously granted Temporary Restraining Order.

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

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

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

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

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

      The Company is waiting the schedule to proceed with arbitration.

      On or about February 2005, two Greenland shareholders,  Jason Sunstein and
John Castiglione, sent a draft of a legal action against Greenland, its officers
and  directors  and former  officers and  directors  of Greenland  who were also
officers/directors of Imaging Technologies Corporation. Management believes this
threatened  action is without merit.  However,  there is no assurance the action
will not be filed and if so, the Company  will defend its  interest  against Mr.
Sunstein and Mr. Castiglione. Both Mr. Sunstein and Mr. Castiglione are officers
and/or directors of Viper Networks,  Inc and management believes this threatened
litigation is related to the pending litigation with Viper.

      On or about March 21, 2005,  the Company filed an action in Superior Court
of San Diego against,  Brian Bonar, Eric Gaer,  Richard Green,  Robert Dietrich,
Owen Naaccarrato, Peter Benz and Dalrada Financial Corporation (formerly Imaging
Technologies  Corporation:  "ITEC").  Bonar, Gaer, Green and Dietrich are former
members of the board of  directors  of the  Company  were also  serving as board
members  of ITEC  during  2003 and part of 2004.  The action  alleges  Breach of
Fiduciary Duty, Fraud; negligent misrepresentation,  concealment and conversion.
The action also alleges legal malpractice against Owen Naccarrato and conspiracy
to defraud against Peter Benz. The Company seeks two million dollars in damages.
At this time the  Company  has not served  Peter Benz.  Upon  re-evaluating  its
action  against Mr.  Benz,  the Company will not serve and will dismiss Mr. Benz
from this action.

      On or about March 2005,  ExpertHr-Michigan,  Inc , and ExpertHR, Inc, both
wholly  owned  subsidiary  of  Greenland  Corporation  was  named in an  amended
complaint  filed by LM Insurance  Corporation in United States District Court in
the  Northern  District  of  Illinois  (collectively,  "GRLC")  .  The  original
complaint  was  filed by LM  against  SourceOne  Group.,  Inc  a/k/a  and  d/b/a
SourceOne  Group,  LLC and  Payroll  Services  of  Virginia;  Dalrada  Financial
Corporation,  a/k/a and d/b/a Imaging  Technologies  Corporation  (collectively,
"Dalrada"). The action relates to activities of Dalrada in its representation of


                                       30
<PAGE>

the Arena Football 2 Operating Company (AF2) and Dalrada failure to pay worker's
compensation  insurance premiums to LM, after receiving payments from AF2 and/or
securing said coverage  under false  representations.  GRLC was named only after
"representatives of Dalrada made  representations that GRLC represented teams in
the AF2.  GRLC has obtained  counsel and filed a motion to dismiss  based on the
factors  that GRLC (i) does not do business in Illinois  (ii) never  represented
teams in the AF2 (iii)  received no funds from AF2 teams (iv) was not a party to
any dealing with LM and/or  Dalrada  and/or Brian Bonar in  connection  with the
AF2. The Motion was heard. The decision will be made sometimes in June.

      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 2 - CHANGES IN SECURITIES

      The Company had issued 115.1 million shares on January 14, 2003 to Imaging
Technologies  Corporation  (ITEC)  pursuant to a share purchase  agreement for a
convertible  promissory  note which was  payable in two years,  in the amount of
$2.25  million.  The Company  entered into a  settlement  agreement in the three
month period ended March 31, 2004,  whereby,  90 million  shares was returned to
the Company in exchange of the promissory note (note 13).

      The  Company  issued 2.5  million  shares to retire  notes  payable in the
amount of $50 thousand for the three months ended March 31, 2004 .

      The Company  issued 5 million  shares for  services  for the three  months
ended March 31, 2004. The Company has  recognized  expenses for such services in
the amount of $86 thousand in 2004.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

      None.

ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS

      None.

ITEM 5 - OTHER INFORMATION

      None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

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

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

      (b)   Reports on Form 8-K

            None


                                       31
<PAGE>

SIGNATURES

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


Date: May 11, 2005              By: /s/ Thomas J. Beener
                                Thomas J. Beener
                                CEO, President


Date: May 11, 2005              By: /s/ Thomas Beener
                                Thomas Beener
                                Chief Accounting Officer


                                       32