<PAGE>

                       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, 2004

                         COMMISSION FILE NUMBER: 017833

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


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

                               17075 Via Del Campo
                               San Diego, CA 92127
                    (Address of principal executive offices)

                                 (858) 451-6128
                           (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
                96,022,365 SHARES OUTSTANDING AS OF MAY 17, 2004

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

<PAGE>

                              GREENLAND CORPORATION
               (A Subsidiary of Imaging Technologies Corporation)
                              REPORT ON FORM 10-QSB
                          QUARTER ENDED MARCH 31, 2004

                                TABLE OF CONTENTS

Part I.    Financial Information

Item 1.    Financial Statements (unaudited)

           Consolidated balance sheet as of March 31, 2004 (unaudited)

           Consolidated statements of operations for the three month periods
           ended March 31, 2004 and 2003

           Consolidated statements of cash flows for the three month
           periods ended March 31, 2004 and 2003

           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
               (A Subsidiary of Imaging Technologies Corporation)
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2004
                                   (unaudited)


                                     ASSETS

(in thousands, except share amounts)

Current assets
     Account Receivable, net                                           $    150
     Other Receivable                                                         2
                                                                       ---------
          Total current assets                                              152

Property and equipment, net                                                  69
Deposits                                                                    124
                                                                       ---------
                                                                       $    345
                                                                       =========
                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
     Accounts payable                                                  $  1,221
     PEO payroll taxes and other payroll deductions                       3,526
     Accrued payroll                                                        363
     Accrued interest                                                       312
     Other accrued expenses                                                 532
     Client Deposit                                                           4
     Current maturities of obligations under capital lease                  355
     Notes payable to related parties                                       455
     Current Portion - Notes payable                                         85
                                                                       ---------

          Total current liabilities                                       6,853

Note Payable - Long Term                                                    338
                                                                       ---------
                                                                          7,191
Stockholders' deficiency
     Convertible Preferred Class A stock, $.001 par value;
       10,000 shares authorized, no shares issued or outstanding             --
     Common stock, $0.001 par value, 500,000,000 shares
       authorized, 95,022,365 shares issued and
       outstanding, respectively                                             95
     Subscribed shares                                                      877
     Subscription receivable                                               (439)
     Paid-in capital                                                     30,974
     Accumulated deficit                                                (38,353)
                                                                       ---------
          Total shareholders' deficiency                                 (6,846)

                                                                       $    345
                                                                       =========

     See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                              GREENLAND CORPORATION
               (A Subsidiary of Imaging Technologies Corporation)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


In thousand, except per share amounts                 2004             2003
                                                 --------------   --------------

   Net Revenue - PEO Services                    $         762    $         197
   Cost of Revenue                                         706              174
                                                 --------------   --------------
        Gross profit, (gross billings of
          $3,703,556, less worksite Employee
          payroll cost of $3,647,213)                       56               23
Operating expenses:
   General and Administrative expense                      680              299
                                                 --------------   --------------

Loss from operations                                      (624)            (276)

Non-operating income  (expenses):
   Gain on settlement of debt                                6               --
   Interest expense                                        (34)             (21)
   Interest income                                          --               42
                                                 --------------   --------------
         Total non-operating income (expense)              (28)              21

                                                 --------------   --------------
Net loss                                                  (652)            (255)
                                                 ==============   ==============

Basic and diluted net loss per share                    (0.008)           (0.01)
                                                 --------------   --------------

Basic and diluted weighted average number
  of common stock outstanding                       84,972,365      119,376,239
                                                 --------------   --------------

      See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>

                              GREENLAND CORPORATION
               (A Subsidiary of Imaging Technologies Corporation)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


(in thousands)                                                  2004       2003
                                                               ------     ------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                     $(652)     $(255)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
        Depreciation and amortization                              8         13
        Allowance for doubtful account                             5         --
        Stock issued for services                                 86         --
        Stock issued for salaries & reimbursement                 --         76
        Gain in settlement of debt                                (6)        --
     (Increase) / decrease in current assets:
          Accounts receivable                                    (17)        --
          Interest receivable                                     --        (42)
          Other assets                                           338         --
     Increase in current liabilities:
          Account payable and accrued expense                    194        290
                                                               ------     ------
             Total Adjustments                                   608        337
                                                               ------     ------
  Net cash provided by (used in) operating activities            (44)        82

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on capital leases                            --        (35)
  Principal payments on line of credit                            --        (59)
  Principal payment on note payable                             (136)       (22)
  Proceeds from note payable-related party                       180         67
                                                               ------     ------
  Net cash provided by (used in) financing activities             44        (49)

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                --         33

CASH & CASH EQUIVALENTS , BEGINNING BALANCE                       --          4
                                                               ------     ------

CASH & CASH EQUIVALENTS , ENDING BALANCE                       $  --      $  37
                                                               ------     ------

SUPPLEMENTAL INFORMATION:

  Cash paid for interest                                       $  18      $  --
                                                               ------     ------
  Cash paid for income tax                                     $   1      $  --
                                                               ------     ------

      See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>

                              GREENLAND CORPORATION
               (A Subsidiary of Imaging Technologies 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, 2003
was filed on April 8, 2004 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, 2004 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2004.

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 $6.7 million and an accumulated deficit of $38.4 million as of
March 31, 2004. 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, 2004 as follows ($ in
thousands, except per share amounts) :

                                       6
<PAGE>

         Net Loss - as reported                                           $(652)
         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                                     (24)
                                                                          ------
         Pro forma net loss                                               $(676)
                                                                          ======


            Loss per share:
            Basic, as reported                        $     (0.008)
            Diluted, as reported                      $     (0.008)
            Basic, pro forma                          $     (0.008)
            Diluted, pro forma                        $     (0.008)

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



                       Risk-free interest rate                        3.5%

                       Expected life of the options                   5 years

                       Expected volatility                            305%

                       Expected dividend yield                        -



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

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


NOTE 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. After discussions with the Securities and Exchange Commission staff, the


                                       7
<PAGE>

Company has changed its presentation of revenues from the gross method to an
approach that presents its revenues net of worksite employee payroll costs (net
method) primarily because the Company is not generally responsible for the
output and quality of work performed by the worksite employees.

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

To conform to the net method, the Company reclassified worksite employee payroll
costs of $2.9 million for the three months period ended March 31, 2004, 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, 2004 was as follows:

         (In thousands)
         Computers and equipment                          $ 185
         Furniture & equipment under capital lease          236
         Demonstration equipment                            127
         Furniture and fixture                               64
                                                          ------
                                                            612
         Accumulated depreciation & amortization
            (Including accumulated amortization of
            $521,539 on leased assets)                     (543)
                                                          ------
                                                          $  69
                                                          ======


Depreciation expenses, including amortization of capital lease assets, for the
three months ended March 31, 2004 and 2003 were $8 thousand and $13 thousand,
respectively.


NOTE 6.  NOTES PAYABLE TO RELATED PARTIES

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

                                                                  (in thousands)
         Note payable to a stockholder of the Company.
         Interest at 8%. Principal due at various dates
           through February 2005.
         Interest expense as of March 31, 2004 is $4,686.             $  314
         Notes payable to a stockholder and officer of the Company.
         Interest at 8%. Principal due at various dates
           through September 2004.
         Interest expense as of March 31, 2004 is $120.                   30
         Notes payable to a stockholder and officer of the Company.
         Interest at 8%. Principal due at various dates through
           January 2004.
         Interest expense as of March 31, 2004 is $2,239.                111
                                                                      -------
                                                                      $  455
                                                                      =======

                                       8
<PAGE>


Total interest expense for Notes payable to stockholders of the Company, for the
three month period ended March 31, 2003 amounted to $5,873.


NOTE 7.       NOTES PAYABLE

Notes payable at March 31, 2004 were as follows:


                                                                  (in thousands)
         Note payable to an unrelated party, with interest at 10%.
           Due through the payment of commissions earned through
           March 9, 2001.                                              $    320
         Note payable to an unrelated party, with interest at
           5.75%. Due through the principal and interest payment
           March 31, 2004.                                                   16
         Note payable related to acquisition of client services
           contracts from a third party, payable without interest
           through May 2005.                                                 87
                                                                       ---------
                                                                       $    423
                                                                       =========


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, 2004.

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 14).

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 and 8.3 million shares for services for the three
months ended March 31, 2004 and 2003, respectively. The Company has recognized
expenses for such services in the amount of $86 thousand and $76 thousand in
2004 and 2003, respectively.

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.

                                       9
<PAGE>

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

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, 2004:


                                                         WEIGHTED AVERAGE
                                                   NUMBER OF         EXERCISE
                                                    SHARES            PRICE
                                                    --------        ---------
                                                 (IN THOUSANDS)
         Outstanding at December 31, 2003            28,590         $   0.06
                                                    --------        ---------
             Granted in 2004                          1,600             0.02
             Exercised                                   --             0.00
             Expired                                   (135)            6.42
         Outstanding at March 31, 2004               30,055         $   0.02
                                                    ========        =========
         Options exercisable at March  31, 2004      29,995         $   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,
2004 and 2003 were determined by dividing net loss for the periods by the
weighted average number of both basic and diluted shares of common stock. 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 and
$76 thousand for the three months ended March 31, 2004 and 2003, respectively,
by issuing its common stock.

The Company repaid notes payable to related parties of $50 thousand and $27
thousand in the three month period ended March 31, 2004 and 2003, by the
issuance of common stock.


                                       10
<PAGE>

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
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 has 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 are the same as those described in the
summary of significant accounting policies. The Company evaluates performance
based on sales, gross profit margins and operating profit before income taxes.

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


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

         Identifiable assets                               43       302        --        345
         Capital expenditures                              --        --        --         --


The following is information for the Company's reportable segments for the three
month ended March 31, 2003

                                                      ----------------------------------------
         (in thousands)                                 ABM        PEO
                                                      Segment    Segment  Unallocated  Total
                                                      ----------------------------------------
         Revenue                                        $  --     $ 197     $  --      $ 197
         Gross margin
                                                           --        23        --         23
         Depreciation and amortization                     13        --        --         13
         Interest expense                                  21        --        --         21
         Other, net                                        --      (278)       --       (278)
         Loss from continuing operations before taxes      --      (255)       --       (255)

         Identifiable assets                              137       306        --        443
         Capital expenditures                              --        --        --         --
</TABLE>

                                       11
<PAGE>

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

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

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

The Company entered into an agreement with Intellicorp, Inc. ("Intellicorp")
whereby Intellicorp agreed to invest $3,000,000 in exchange for seats on the
board of directors and restricted shares of common stock of the Company. After
making the initial payment of $500,000, Intellicorp defaulted on the balance.
The Company is seeking a recovery of the unpaid $2,500,000. The defendant's
ability to pay is unknown. The Company had issued 46,153,848 shares of common
stock for the investment. The shares were returned back to the Company and were
cancelled. A default judgment was entered against defendant IntelliCorp,
IntelliGroup, and Isaac Chang. On May 16, 2003 the Court held a prove-up hearing
for proof of damages. On July 17, 2003, the court entered Judgment By Default By
Court and awarded the Company damages against IntelliCorp, IntelliGroup and
Isaac Chang in the amount of $3,900,000 including $1,000,000 in punitive
damages. 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.

                                       12
<PAGE>

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.

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

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

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

The Company entered into a settlement with Mr. Ellis of all matters in
consideration of 1,000,000 shares of the Company stock.

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

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

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

                                       13
<PAGE>

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.

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. SUBSEQUENT EVENTS

Subsequent to March 31, 2004, 1 million shares of the Company's common stock
were issued for legal settlement (See Legal Proceedings).

Effective April 1, 2004, the Company entered into an agreement with KEBS, INC.,
a Pennsylvania based PEO whereby the Company acquired all right title and
interest in and to all the rights and benefits arising out of the Client Service
Agreements with the existing clients of KEBS. The purchase price of twenty
thousand dollars is paid, $10,000 at closing and the second $10,000, subject to
adjustment, is paid one year from closing. The second payment shall be adjusted
to increase or decrease depending on whether the administration fee during said
one year period is less than or greater than $25,000. The client base consists
of approximately 100 work-site employees with annual payroll of approximately
$900,000. The Company also entered into a Consulting Agreement with the
principal of KEBS for a term of ten months at $1,000 per month. The Company has
allocated purchase price to client list. The proforma information for KEBS
acquisition has not been presented since the acquired operations were
insignificant.

Subsequent to March 31, 2004, the Company has instructed legal counsel to
commence an action in Superior Court in San Diego County on behalf of the
Company, 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. Counsel has indicated
the legal action will be filed on or about May 18, 2004.

Subsequent to March 31, 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.

The Company reserves the right to pursue available legal remedies against Viper,
its Board of Directors, the Transfer Agent and any other appropriate party.

                                       14
<PAGE>

NOTE 14. 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.

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, 2004, and should be read in conjunction with our
financial statements and notes thereto, and other financial information included
elsewhere in this report.

         With the acquisition of a controlling interest in the shares of
Greenland by ITEC (which closed in January 2003), in August 2002, we embarked on
program to become a PEO provider. And PEO operations commenced in February 2003
with the acquisition of certain clients of Accord Human Resources. In March we
concluded an acquisition of ExpertHR of Oklahoma and also an acquisition of
certain clients of Staff Pro Leasing, Inc and Staff Pro Leasing 2 both Michigan
companies. We subsequently closed the Oklahoma operation in March 2004 as
previously reported in our 10K-SB for year ended December 31, 2003.

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

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

         Accordingly, the Company is starting to recover from the control by
ITEC and the challenges of 2003, in taking steps to correct the past problems
but is confronted with significant issues. Based on these events, year-to-year
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.

                                       16
<PAGE>

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

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

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

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

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

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

         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 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.

                                       17
<PAGE>

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

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

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

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

         The income model for this business 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.

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

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

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

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

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


                                       18
<PAGE>

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.

         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.

                                       19
<PAGE>

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

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

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

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

         While we are optimistic that we can successfully produce and sell
MAXcash ABM kiosks to PEO clients (ours and others), there can be no assurance
that we will achieve our goals in this regard.

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

RESULTS OF OPERATIONS

Gross Billing

         We had total gross billing of $3.6 million and $1.4 million from our
PEO business for the three month ended March 31, 2004 and 2003. 2003 was our
first venture into the PEO industry and our favorable experience here has made
this our primary focus in 2004. Gross revenue include wages $2.9 million, taxes
$348 thousand, workers' compensation $233 thousand, administrative fees $99
thousand and other $81 thousand.

                                       20
<PAGE>

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

Worksite Employee Payroll Cost

         The Company incurred total costs of PEO services of $3.6 million and
$1.2 million for the three month ended March 31, 2004 and 2003. Cost of PEO
services included: wages $2.9 million, taxes $323 thousand, workers'
compensation $242 thousand and other $135 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 for the three months ended
March 31, 2004 and 2003 were $680 thousand and $299 thousand, respectively. The
increase of $381 thousand (56%) was due to some one time charges for this year
and expenses that was previously shared with the parent company ITEC in the
previous year. We expect this number to be significantly lower in the second
quarter.

Other Expense

         Net other income was $(28) thousand for the three month period ended
March 31, 2004. Net other expenses were $21 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, 2004 was $652
thousand compared to a net loss of $255 thousand for comparative period in 2003,
an increase of $397 thousand, or 61%. The increase in net loss is due to the
break up with the parent company.

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.

         At March 31, 2004, we had a working capital deficit of $6.7 million
compared with a working capital deficit of $5 million at December 31, 2003. The
increase in working capital of $1.7 million, or 26% resulted primarily from an
increase in PEO payroll tax and other payroll deductions.

         Stockholders' deficit increased for the three months ended March 31,
2004 from the previous fiscal year by $3.6 million, due primarily from the loss
related to the break up with the parent company, ITEC, and the $652 thousand net
loss.

         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.

                                       21
<PAGE>

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

         In order to address this uncertainty, the Company has taken steps to
raise additional funds to finance its operations 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, 2003 financial statements includes an explanatory
paragraph indicating there is a substantial doubt about the Company's ability to
continue as a going concern, due primarily to the decreases in our working
capital and net worth. We plan to overcome the circumstances that impact our
ability to remain a going concern through a combination of increased revenues
and decreased costs, with interim cash flow deficiencies being addressed through
additional equity financing.

POTENTIAL FLUCTUATION IN QUARTERLY PERFORMANCE:

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

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

RISK OF TECHNICAL PROBLEMS OR PRODUCT DEFECTS:

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

                                       22
<PAGE>

GOVERNMENT REGULATION:

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

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

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

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

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

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

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

                                       23
<PAGE>

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

DEVELOPING MARKETS AND APPLICATIONS:

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

DEPENDENCE UPON SUPPLIERS:

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

COMPONENT AVAILABILITY AND COST; DEPENDENCE ON SINGLE SOURCES:

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

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

DEPENDENCE ON KEY PERSONNEL:

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

POSSIBILITY OF CHALLENGE TO PRODUCTS OR INTELLECTUAL PROPERTY RIGHTS:

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

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

         Even if the patents we apply for are granted, they do not confer on us
the right to manufacture and market products if such products infringe patents
held by others. We have not undertaken or conducted any comprehensive patent
infringement searches or studies. If any such third parties hold any such


                                       24
<PAGE>

conflicting rights, we may be required in the future to stop making, using or
selling its products or to obtain licenses from and pay royalties to others,
which could have a significant and material adverse effect on the Company.
Further, in such event, there can be no assurance that we would be able to
obtain or maintain any such licenses on acceptable terms or at all.

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

RELIANCE ON INDIRECT DISTRIBUTION:

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

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

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

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

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

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

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

                                       25
<PAGE>

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

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

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

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

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

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

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

VOLATILITY OF STOCK PRICE:

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

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

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.

                                       26
<PAGE>

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

         Greenland, along with Seren Systems ("Seren"), its then current and
primary software developer and supplier for its own ABM terminals, was in the
process of completing development of the check cashing service interface to the
Mosaic Software host system being implemented to support a large network of
V.com terminals. In September 2000, Seren unilaterally halted testing and
effectively shut-down any further check cashing development for the V.com
project. The parties participating in this project may have been financially
damaged, related to the delay in performance by Greenland and Seren. None of the
parties have brought suit against us 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 we filed a Complaint in San Diego County naming Michael
Armani as the defendant. We allege breach of contract by Michael Armani in
connection with two separate stock purchase agreements. We seek damages in the
amount of $474,595. On August 7, 2001 we filed a request for Entry of Default
against Mr. Armani in the amount of $474,595 and the court granted entry of
default. Subsequently Mr. Armani filed a motion to set aside the entry of
default and on October 26, 2001 the court granted said motion and the entry of
default was set aside. Greenland and Mr. Armani participated in mediation and as
a result entered into a settlement agreement whereby Mr. Armani agreed to make
certain cash payments to us and the parties entered into mutual release of all
claims. Mr. Armani defaulted in his obligation to make the first cash payment
and consequently, we obtained a judgment against Mr. Armani for $100,000. The
Company and Mr Armani settled for payment of $60,000 from Armani to the Company
and the parties entered into releases.

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


                                       28
<PAGE>

entered into a settlement with Farrow whereby the Company agreed to a judgment
of $125,000. However, the judgment will not be enforced until such time as
efforts to collect against IntelliCorp et al, have been exhausted. In the event
funds are collected from IntelliCorp. Mr. Farrow will receive the first $125,000
plus 50% of the next $200,000 collected. The Company will retain all amounts
collected thereafter.

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

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

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

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

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

         The Company entered into a settlement with Mr. Ellis of all matters in
consideration of 1,000,000 shares of the Company stock.

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

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

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

         On May 12, 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.

         The Company has contacted outside legal counsel to review the various
issues between ITEC and the Company and will provide a written response to the
Board of Directors of the Company shortly.

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<PAGE>

         There are several vendors and/or trade creditors we owe money to and
that have threatened litigation. We continue to attempt to resolve these matters
but due to the lack of cash we are not certain that suitable arrangements can be
made. These potential actions may, alone or together, have a material adverse
impact on our ability to operate.

         Greenland's officers and directors are aware of no other threatened or
pending litigation, which would have a material, adverse effect on us. From time
to time we are a defendant (actual or threatened) in certain lawsuits
encountered in the ordinary course of its business, the resolution of which, in
the opinion of management, should not have a material adverse effect on our
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 14).

            The Company issued 2.5 million and 3.9 million shares to retire
notes payable in the amount of $50 thousand and $27 thousand for the three
months ended March 31, 2004 and 2003 respectively.

            The Company issued 5 million and 8.3 million shares for services for
the three months ended March 31, 2004 and 2003, respectively. The Company has
recognized expenses for such services in the amount of $86 thousand and $76
thousand in 2004 and 2003, respectively.

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

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<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 17, 2004              By: /s/ Thomas J. Beener
                                ------------------------
                                Thomas J. Beener
                                CEO, President



Date: May 17, 2004              By: /s/ Thomas Beener
                                ------------------------
                                Thomas Beener
                                Chief Accounting Officer

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