UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement [ ]Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to _240.14a-11(c) or _240.14a-12
GREENLAND CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER: 017833
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11.
(Set forth the amount on which the filing is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
GREENLAND
CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Shareholders of Greenland Corporation:
Notice is hereby given that the Annual Meeting of the Shareholders of
Greenland Corporation (the "Company") will be held at Best Western Marty's
Valley Inn, 3240 Mission Avenue, Oceanside, CA 92054, on Friday, July 21, 2000
at 10:00 AM, for the following purposes:
To elect directors for the ensuing year to serve until the next Annual
Meeting of Shareholders and until their successors have been elected and
qualified. The present Board of Directors of the Company has nominated and
recommends FOR election the following six persons:
Louis T. Montulli Gene Cross
Thomas J. Beener George Godwin
Lee Swanson Max Farrow
To approve the selection of Levit, Zacks & Ciceric as the Company's
Independent Certified Public Accountants for the ensuing year. The Board of
Directors recommends FOR their election.
To amend and ratify the 1999 Stock Option Plan to effect the increase the
number of shares of common stock in the 1999 Stock Option Plan. The Board of
Directors has previously ratified this amendment and recommends a vote FOR the
increase from 8,000,000 shares to 12,000,000 shares.
To transact such other business as may be properly brought before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 31, 1999 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. A list of such shareholders shall be open to the
examination of any shareholder at the Annual Meeting and for a period of ten
days prior to the date of the Annual Meeting at the offices of Greenland
Corporation.
Accompanying this Notice is a Proxy. Whether or not you expect to be at the
Annual Meeting, please sign and date the enclosed Proxy and return it promptly.
If you plan to attend the Annual Meeting and wish to vote your shares
personally, you may do so at any time before the Proxy is voted.
A copy of the Company's Form 10-KSB for the Fiscal Year ended December 31,
1999, filed with the Securities and Exchange Commission, is available to
shareholders upon request.
All shareholders are cordially invited to attend the meeting.
By order of the Board of Directors
Thomas J. Beener
Secretary
April 28, 2000
Oceanside, California
GREENLAND
CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
Oceanside, California
April 28, 2000
The Board of Directors of Greenland Corporation, a Nevada corporation (the
"Company" or "Greenland") is soliciting the enclosed Proxy for use at the Annual
Meeting of Shareholders of the Company to be held on July 21, 2000 (the "Annual
Meeting"), and at any adjournments thereof. The Company intends to mail this
Proxy Statement and accompanying proxy card on or about June 2, 2000 to all
shareholders entitled to vote at the Annual Meeting.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted FOR the election of the six
nominees for directors named below, FOR the approval of the independent
certified public accountants, FOR the amendment to the 1999 Stock Option
Plan, and FOR the ratification of all acts by the officers and directors of
the Company in the previous year. As to any other business which may properly
come before the Annual Meeting and be submitted to a vote of the
shareholders, Proxies received by the Board of Directors will be voted in
accordance with the best judgment of the holders thereof.
A Proxy may be revoked by written notice to the Secretary of the Company at
any time prior to the Annual Meeting, by executing a later Proxy or by attending
the Annual Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to
the use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Company's mailing address is 1935 Avenida Del Oro, Suite D, Oceanside,
California 92056, which is also the address of the Company's corporate offices.
VOTING
Shareholders of record at the close of business on May 31, 2000 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
or any adjournments thereof.
As of April 24, 2000 51,851,945 shares of common stock, par value $.001, of
the Company ("Common Stock") were outstanding (excluding warrants and options to
purchase 46,000,000 shares), representing the only voting securities of the
Company. Each share of Common Stock is entitled to one vote.
Votes cast by Proxy or in person at the Annual Meeting will be counted by
the person appointed by the Company to act as Inspector of Election for the
Annual Meeting. The Inspector of Election will treat shares represented by
Proxies that reflect abstentions or include "broker non-votes" as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions or "broker non-votes" do not constitute a vote FOR or
AGAINST any matter and thus will be disregarded in the calculation of "votes
cast". Any unmarked Proxies, including those submitted by brokers or nominees,
will be voted FOR the nominees of the Board of Directors, as indicated in the
accompanying Proxy card.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 24, 2000 by (i) each of the
Company's named executive officers and directors, (ii) the Company's named
executive officers and directors as a group and (iii) each person (or group of
affiliated persons) who is known by the Company to own beneficially more than 5%
of the Company's Common Stock. The business address is the same as that of the
Company unless otherwise indicated.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below is the same as that of the Company.
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
NUMBER OF SHARES PERCENT (1)
OFFICERS AND DIRECTORS BENEFICIALLY OWNED BENEFICIALLY OWNED
--------------------------------------------------------------------------------------------
Louis T. Montulli 2 5,367,292 5%
CEO, Director
Lee Swanson 3 2,697,667 3%
CFO, Director
--------------------------------------------------------------------------------------------
Thomas Beener 4 2,152,003 2%
Vice President and Secretary,
Director
Max Farrow 300,000 *
President, Director
--------------------------------------------------------------------------------------------
Gene Cross 5 311,666 *
Director
George Godwin 6 271,666 *
Director
--------------------------------------------------------------------------------------------
Officers and Directors as a group 11,100,294 11%
(6 persons)
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
* INDICATES AN AMOUNT LESS THAN 1%.
(1) Based on 51,851,945 shares of Common Stock outstanding as of
April 24, 1999 plus 46,000,000 warrants now exercisable for a
total of 97,851,945 shares fully diluted.
(2) Including warrants now exercisable to purchase 850,000 shares of
Greenland Corporation common stock at $.20 and 850,000 shares of
Greenland Corporation common stock at $.25; Options now
exercisable to purchase 1,300,000 shares of Greenland Corporation
common stock at $.15 per share and options exercisable on January
2001 to purchase 400,000 shares of Greenland Corporation common
stock at $.15 per share.
(3) Including options now exercisable to purchase 150,000 shares of
Greenland common stock at $.33 per share; Warrants now
exercisable to purchase 166,666 shares of Greenland Corporation
common stock at $.10 per share and 166,666 shares of Greenland
Corporation common stock at $.13 per share; Options now
exercisable to purchase 1,300,000 shares of Greenland Corporation
common stock at $.15 per share.
(4) Including options now exercisable to purchase 1,350,000 shares of
Greenland Corporation common stock at $.15 per share; Warrants
now exercisable to purchase 100,000 shares of Greenland
Corporation common stock at $.10 per share and 100,000 shares of
Greenland Corporation common stock at $.13 per share.
(5) Including options now exercisable to purchase 150,000 shares of
Greenland Corporation common stock at $.15 per share and warrants
now exercisable to purchase 33,333 shares of Greenland
Corporation common stock at $.10 per share and 33,3333 shares of
Greenland Corporation common stock at $.13 per share.
(6) Including options now exercisable to purchase 150,000 shares of
Greenland Corporation common stock at $.15 per share and warrants
now exercisable to purchase 33,333 shares of Greenland
Corporation common stock at $.10 per share and 33,333 shares of
Greenland Corporation common stock at $.13 per share.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated and recommends FOR
election as directors the six persons named below, all of whom are currently
serving as directors of the Company. The enclosed Proxy will be voted FOR the
persons nominated unless otherwise indicated. If any of the nominees should be
unable to serve or should decline to do so, the discretionary authority provided
in the Proxy will be exercised by the present Board of Directors to vote for a
substitute, or substitutes, to be designated by the Board of Directors. The
Board of Directors has no reason to believe that any substitute nominee, or
nominees, will be required.
Each shareholder may cast one vote for each share held by him multiplied by
the number of directors to be elected, but may not cast more votes than the
number of shares owned for any candidate and therefore a simple majority of the
shares represented and voting will elect all of the directors. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, will be elected.
The Proxy may not be voted for more than six persons.
INFORMATION REGARDING NOMINEES
The information set forth below as to each nominee for Director has been
furnished to the Company by the respective nominees.
Louis T. Montulli, age 59, has served as Chief Executive Officer and Chairman of
the Board since January 1999. Prior to joining the Company Dr. Montulli has been
associated with several start-up ventures. He has served in senior positions in
the Department of Defense and Department of Energy during the 1970's and was a
member of the White House staff from 1981 to 1984. Dr. Montulli has served on
the United States Air Force Scientific Advisory Board, the NASA Technical
Advisory Board, as well as other government and university boards and panels.
From 1993 to 1996, Mr. Montulli served as Senior Vice President of new business
development, marketing and advanced systems for Lockheed Martin Corporation
where he refocused resources on three commercial and military products resulting
in $200 million in new orders the first year. Prior to Lockheed he was Vice
President for Boeing Military Airplane Co. where he supervised 4,800 people and
hundreds of key projects. Dr. Montulli holds a doctorate in Engineering from the
University of California, Los Angeles. He received the Most Distinguished Alumni
award in 1987 from the University of Rochester where he received his B.S. in
Mechanical Engineering.
Max Farrow, age 58, joined the Company as President in February 2000 and as a
Director of the Company since March 2000. Prior to joining the Company, Mr.
Farrow served in senior management positions, including Senior VP of
Technology and Reconnaissance with Lockheed Martin in Long Island, New York
and General Manager of Electro-Optics Division at Westinghouse in Baltimore,
Maryland. He also served as Director at the Lockheed Skunk Works in Burbank,
California and Martin Marietta in Orlando, Florida. During his career he has
been responsible for the management and design, development and fielding of
many major high technology programs including the ATARS for the Navy F/A 18,
upgrades to the F-117, the targeting and night vision systems for the Apache
AH-64, and hyper-spectral/multi-spectral sensors for military and civilian
applications. Along with his technical degrees in Electronics from KSU and
Polytechnic Institute of Brooklyn, Mr. Farrow completed the PMD program at
the Harvard School of Business.
Lee Swanson, age 58, served as Chief Financial Officer, President and as a
Director of the Company since June 1998. Mr. Swanson resigned his position as
CFO and President in March 2000 but remains a Director. Mr. Swanson is a finance
and accounting expert by formal education and a highly capable and successful
bankruptcy turn-around expert by experience. For the past ten years, Mr. Swanson
has led seven companies successfully through this process. His most recent
success was a turn around of Hooked on Phonics. From 1969 to 1989, Mr. Swanson
held increasing responsibilities in the aluminum, chemical and steel industries,
first as auditor and financial manager and later as manufacturing manager and
V.P. for operators of nine facilities. During the 1990's, Mr. Swanson has been
President, COO, or CEO of seven companies, leading each from bankruptcy to
successful buyout or restructuring.
Thomas Beener, age 50, has served as General Counsel Vice President and
Secretary of the Company since May 1998 and as a Director since January 1999.
Mr. Beener came to Greenland with an extensive background in securities law.
He is a Corporate/Securities Attorney with experience in public company
counsel work, corporate, public offerings and private placements, securities
compliance,
mergers and acquisitions, technology licensing agreements, and broker/dealer
compliance and operations. Mr. Beener founded and for nine years managed a
NASD Broker/Dealer firm and has served as in-house counsel and corporate
secretary to NASDAQ listed companies and served as member of board of
directors to NASDAQ listed companies.
Gene Cross, age 64, has served as Director of the Company since June 1998.
Previously, Mr. Cross was Executive Vice President and Chief Financial Officer
of BWIP International, Inc., a large industrial manufacturing company. Mr. Cross
has been a consultant to a variety of companies involved in high technology
development and manufacturing.
George Godwin, age 64, has served as Director of the Company since June 1998.
Mr. Godwin serves as Vice President at Nuclear Business Unit of BWIP
International, Inc. a large industrial manufacturing company. Mr. Godwin
formerly held the positions of General Manager and Regional Sales Manager of a
BWIP division serving the utility industry. Mr. Godwin holds a degree in
industrial engineering from Tennessee Tech and has also extended management
studies at UCLA and the University of Michigan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that shareholders vote FOR the slate of
nominees set forth above. Proxies solicited by the Board of Directors will be so
voted unless shareholders specify otherwise on the accompanying Proxy.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
1998 and December 31, 1999 the compensation awarded or paid to, or earned by,
the Company's executive officers for services rendered to the Company.
------------------------------------------ -------- ---------- ----------- ------------
NAME AND POSITION YEAR SALARY OTHER TOTAL
------------------------------------------ -------- ---------- ----------- ------------
Louis T. Montulli, Director 1998 - -
Chief Executive Officer 1999 - $101,199 $101,199
(1)
------------------------------------------ -------- ---------- ----------- ------------
Thomas Beener, 1998 $15,553 $80,000(1) $ 95,553
Vice President, Secretary and Director 1999 - $124,446 $124,446
(1) -
------------------------------------------ -------- ---------- ----------- ------------
Lee Swanson, 1998 $24,248 $80,000(1) $104,248
President and Director 1999 - $123,232 $123,232
(1)
------------------------------------------ -------- ---------- ----------- ------------
(1) Compensation paid in the form of shares of Common Stock of the Company.
Mr. Swanson and Mr. Beener joined the Company in 1998 and Mr. Montulli
joined the Company in January 1999, and accordingly, compensation as related to
prior years is not applicable. During 1998 and through 1999, each of the
officers and directors have received either part or all of their compensation in
the form of Common Stock of the Company in order to ease the burden on the
Company's cash position. It is anticipated that said practice will continue
until such time as the Company's cash position improves.
The Company also issued incentive stocks options to Mr. Montulli,
Mr. Swanson and Mr. Beener as follows: Mr. Montulli, was granted options
to purchase 1,700,000 shares of Greenland Corporation common stock at $.15
per share. Options to acquire 1,300,000 shares are now exercisable and
options to purchase 400,000 shares will become exercisable on January
2001. Mr. Swanson was granted options now exercisable to purchase
1,300,000 shares of Greenland Corporation common stock at $.15 per share.
Mr. Beener was granted options now exercisable to purchase 1,350,000 shares
of Greenland Corporation common stock at $.15 per share. These options
were granted pursuant to the 1999 Stock Option Plan and expire after 10 years
from date of issuance.
The Company has established annual salaries of $144,000 for its executive
officers; Louis T. Montulli, Max Farrow, and Thomas Beener for fiscal 2000. Mr.
Swanson resigned as an officer of the Company in March 2000 and Max Farrow
joined the Company in February 2000. Each officer has signed an employment
contract that provides for,
among other things, bonus based on volume of machines placed in operation
and/or bonus granted at the discretion of the Board of Directors.
During the first four months of this year, Mr. Beener, Mr. Montulli and Mr.
Swanson accepted compensation in the form of stock. Mr. Farrow has received
compensation in cash including moving expenses, reimbursement on commissions on
the sale of his house, rental on an apartment in California and living expenses.
PROPOSAL 2
AMENDMENT OF 1999 STOCK OPTION PLAN
At the Company's 1999 Annual Meeting the shareholders approved the 1999
Stock Option Plan that provided for 8 million shares of common stock (the
"Plan"). During the years 1999 and 2000 the Company has increased its employee
base and executive management. Currently 6.5 million shares have been issued
pursuant to the Plan.
Accordingly, the Board of Directors has determined that the 1999 Stock
Option Plan is not adequate to meet the needs of the Company and that the
Company may have difficulty retaining key personnel unless the number of shares
of Common Stock available in the Plan is increased to meet the Company's present
and future needs. Therefore, the Board of Directors believes that ARTICLE 4 of
the 1999 Stock Option Plan should be amended to increase the number of shares
authorized in the Plan from 8 million to 12 million. All terms and conditions of
the Plan will remain unaffected.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 2, subject to the
requisite approval by the Company's Stockholders. The affirmative vote of a
majority of the outstanding shares of Common Stock is required to adopt the
Proposal. The Board of Directors of the Company has considered the Proposal and
recommends that the Company's Stockholders adopt the Proposal as set forth in
this information statement.
PROPOSAL 3
ELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Levitz, Zacks & Ciceric to serve as the
Company's independent accountants for the fiscal year 2000. Levitz, Zacks &
Ciceric has served as the Company's independent accountants since 1999.
CERTAIN TRANSACTIONS
During 1999 certain Officers and Directors made loans to the Company to
further various projects, research and development. Thomas Beener loaned the
Company $15,000 and as part of the transaction purchased warrants to acquire
100,000 shares of Greenland common stock at $.10 per share and 100,000 shares of
Greenland common stock at $.13 per share. Lee Swanson loaned the Company $25,000
and as part of the transaction purchased warrants to acquire 166,666 shares of
Greenland common stock at $.10 per share and 166,666 shares at $.13. Gene Cross
loaned the Company $5,000 and as part of the transaction purchased warrants to
acquire 33,333 shares of Greenland common stock at $.10 per share and 33,333
shares at $.13 per share. George Godwin loaned the Company $5,000 and as part of
the transaction purchased warrants to acquire 33,333 shares of Greenland common
stock at $.10 per share and 33,333 shares at $.13 per share. The loans are
currently outstanding. The Company expects that the loans will be paid by
converting the outstanding principal and interest amount into shares of common
stock of Greenland.
On or about March 20, 2000 the Company entered into a transaction with
SmartCash ATM, Ltd. ("SmartCash") whereby the Company reacquired the rights to
the Master Distributorship from SmartCash. Although SmartCash will remain an
non-exclusive distributor, the Company believes that the repurchase of the
rights to the Master Distributorship provides the Company with the certain
advantages including: increase in gross hardware and software profits, allows
the Company to work directly with Independent Sales Representatives and provides
the Company with unencumbered access to corporate chain market sales. Among
other terms and conditions, the Company loaned SmartCash $200,000 (which
SmartCash will repay from proceeds of sale of stock) and the Company will
continue to pay commission on sales of machines by SmartCash until said
commissions equal $320,000. SmartCash released its distributors from any
obligation to SmartCash that would have prevented said distributor from
contracting directly with Greenland for the sale of the Company's Product. Mr.
Randell Coleman is the owner of SmartCash and Mr. Coleman served as a Director
of Greenland during 1999. Mr. Coleman resigned from the Board of Directors prior
to the consummation of the transaction with SmartCash.
During 1999, Officers of the Company were prepaid $63,414 in the form of
Common Stock. This prepayment arose as a result of a discrepancy regarding the
valuation of the stock paid to the officers in lieu of cash compenation. This
prepayment will offset against compensation owed to the Officers in the year
2000.
OTHER MATTERS
The Board of Directors does not know of any matter to be presented at the
Annual Meeting, which is not listed on the Notice of Annual Meeting and
discussed above. If other matters should properly come before the meeting
however, the persons names in the accompanying Proxy will vote all Proxies in
accordance with their best judgment.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals intended to be presented at the 2000 Annual Meeting
(the meeting to be held following the end of fiscal year 1999) must be received
on or before July 10, 2000 by the Company at its office address set forth on the
first page of this proxy statement, and all the other conditions of Rule 14a-8
under the Securities Exchange Act of 1934 must be satisfied, for such proposals
to be included in Greenland Corporation's proxy statement and form of proxy
relating to that meeting.
SELECTED HISTORICAL COMBINED FINANCIAL DATA
YEAR ENDED DECEMBER 31, 1999 1998
------------------------------------------------------------------------------------
Audited Audited
Gross revenues $ 22,283 $ 15,683
Operating earnings (loss) (4,313,619) (1,186,065)
Other income (loss) (1,300,000) (627,025)
Net earnings (loss) (6,822,212) (3,322,163)
Loss per common share (0.27) (0.43)
---------------- -------------
Shares outstanding (weighted average) 25,261,805 7,702,050
At Year End
Current assets 792,530 99,250
Properties, net of depreciation 190,004 24,600
Other assets 7,500 51,669
---------------- -------------
Total assets 4,752,937 6,337,242
================ =============
Current liabilities 98,100 556,672
Long-term debt -0- -0-
Total liabilities 1,367,976 556,672
---------------- -------------
Common stock, $.001 par value 35,298 12,708
Paid-in capital 16,881,759 12,652,183
Retained deficit (13,706,533) (6,884,321)
---------------- -------------
Shareholders' equity 3,384,961 5,780,570
---------------- -------------
Common shares outstanding at 12/31 35,298,622 12,708,331
------------------------------------------------------------------------------------
The Company's Form 10-KSB for the fiscal year ended December 31, 1999 was
filed with the Securities and Exchange Commission in April 14, 2000. Additional
information is available to beneficial owners of Common Stock of the Company on
the record date for the Annual Meeting of Shareholders.
A copy of the Company's Form 10-KSB will be furnished without charge upon
receipt of a written request identifying the person so requesting a report as a
shareholder of the Company at such date. Requests should be directed to the
Director of Investor Relations.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Thomas J. Beener
Secretary
GREENLAND
CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON JULY 21, 2000
The undersigned hereby appoint Louis T. Montulli, Lee Swanson, Thomas J. Beener,
Gene Cross, George Godwin and Max W. Farrow and each and any of them, as true
and lawful agents and proxies with full power of substitution in each, to
represent the undersigned in all matters coming before the Annual Meeting of
Shareholders of Greenland Corporation to be held at the Best Western Marty's
Valley Inn, 3240 Mission Avenue, Oceanside, CA 92054 at 10:00 AM Pacific Time,
on Friday, July 21, 2000, and any adjournments thereof, and to vote as follows:
1. ELECTION OF DIRECTORS
NOMINEES: LOUIS T. MONTULLI, LEE SWANSON, THOMAS J. BEENER, GENE
CROSS, GEORGE GODWIN AND MAX W. FARROW.
______ VOTE FOR all nominees listed above.
______ VOTE WITHELD from all nominees listed above.
2. AMENDMENT OF 1999 STOCK OPTION PLAN
FOR: ____ AGAINST: ____ ABSTAIN: ____
3. ELECTION OF LEVITZ, ZACKS & CICERIC as the Company's independent
auditors for fiscal 2000
FOR: ____ AGAINST: ____ ABSTAIN: ____
4. OTHER MATTERS
In their discretion, to vote with respect to any other matters that
may come before the Meeting or any adjournment thereof, including
matters incident to its conduct.
FOR: ____ AGAINST: ____ ABSTAIN: ____
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED
ABOVE BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE NOT
GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEMS 1 AND 4.
PROXY NUMBER NUMBER OF SHARES
------------------------------------- --------------------------------
PLEASE SIGN EXACTLY AS NAME
APPEARS BELOW
--------------------------------
DATED
--------------------------------
Signature
--------------------------------
Signature
Joint Owners should each sign. Attorneys-in-fact, administrators, custodians,
partners, or corporation officers should give full title.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOP PROMPLY.