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 SEPTEMBER 30, 2005
COMMISSION FILE NUMBER: 017833
GREENLAND CORPORATION
(Exact Name of Registrant as specified in its charter)
NEVADA 87-0439051
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 East San Marcos Blvd
San Marcos, CA 92069
(Address of principal executive offices)
(760) 510-5986
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] YES [ ] NO
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS A COMMON STOCK $0.001 PAR VALUE
113,022,365 SHARES OUTSTANDING AS OF NOVEMBER 9, 2005
DOCUMENTS INCORPORATED BY REFERENCE
None
Traditional Small Business Disclosure Format (check one): [X] YES [ ] NO
GREENLAND CORPORATION
REPORT ON FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2005
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Consolidated balance sheet as of September 30, 2005
(unaudited)
Consolidated statements of operations for the three month
periods ended September 30, 2005 and 2004 (unaudited)
Consolidated statements of operations for the nine month
periods ended September 30, 2005 and 2004 (unaudited)
Consolidated statements of cash flows for the nine month
periods ended September 30, 2005 and 2004 (unaudited)
Notes to (unaudited) 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
GREENLAND CORPORATION
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2005
(unaudited)
(in thousands, except share amounts)
ASSETS
Current assets
Cash and cash equivalents $ 58
Account Receivable, net of allowance for bad debts of $443 203
Other current assets 3
---------
Total current assets 264
Property and equipment, net 19
Deposits 3
---------
$ 286
========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 1,055
PEO payroll taxes and other payroll deductions 6,038
Accrued payroll 312
Accrued interest 561
Other accrued expenses 724
Client Deposit 4
Current maturities of obligations under capital lease 292
Notes payable to related parties 697
Current Portion - Notes payable 456
---------
Total current liabilities 10,139
Commitments & contingencies -0-
Stockholders' deficit
Convertible Preferred Class A stock, $.001 par value;
10,000 shares authorized, no shares issued or outstanding -0-
Common stock, $0.001 par value, 500,000,000 shares
authorized, 113,022,365 shares issued and
outstanding, respectively 114
Subscribed shares 946
Paid-in capital 31,030
Accumulated deficit (41,943)
---------
Total shareholders' deficit (9,853)
---------
$ 286
=========
See accompanying notes to condensed unaudited consolidated financial statements
3
GREENLAND CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
(in thousand, except per share amounts) 2005 2004
- --------------------------------------- ---- ----
Net Revenue - PEO Services $ 357 $ 561
Cost of Revenue 334 516
-------------- --------------
Gross profit, (gross billings of $2,021,070 less
worksite Employee payroll cost of $1,998,342 ) 23 45
Operating expenses:
General and Administrative expense 309 265
-------------- --------------
Loss from operations (286) (220)
Non-operating income (expenses):
Gain on settlement of debt 155 10
Litigation expense 45 -0-
Interest expense (129) (41)
-------------- --------------
Total non-operating income (expense) 71 (31)
-------------- --------------
Loss from continuing operation before income tax (215) (251)
Provision for income tax -0- 1
-------------- --------------
Loss from continuing operations (215) (252)
Discontinued operations
Loss from discontinued operations -0- -0-
-------------- --------------
Net loss $ (215) $ (252)
============== ==============
Basic and diluted weighted average number
Of common stock outstanding 113,022,365 112,478,887
-------------- --------------
Basic and diluted loss per share from continuing operation: $ (0.002) $ (0.002)
============== ==============
Basic and diluted loss per share from discontinued operation: $ (0.000) $ (0.000)
============== ==============
Basic and diluted net loss per share: $ (0.002) $ (0.002)
============== ==============
See accompanying notes to condensed unaudited consolidated financial statements
4
GREENLAND CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
In thousand, except per share amounts 2005 2004
- ------------------------------------- ---- ----
Net Revenue - PEO Services $ 1,230 $ 1,900
Cost of Revenue 1,037 1,769
-------------- --------------
Gross profit, (gross billings of $6,267,629 less
worksite Employee payroll cost of $6,074,451) 193 131
Operating expenses:
General and Administrative expense 1,109 1,272
-------------- --------------
Loss from operations (916) (1,141)
Non-operating income (expenses):
Gain on settlement of debt 155 61
Loss on settlement of debt (2) -0-
Interest expense (238) (112)
Litigation Expense (22) -0-
-------------- --------------
Total non-operating income (expense) (107) (51)
Loss from continuing operation before income tax (1,023) (1,192)
Provision for income tax 1 1
-------------- --------------
Loss from continuing operations (1,024) (1,193)
Discontinued operations
Loss from discontinued operations -0- (31)
-------------- --------------
Net loss $ (1,024) $ (1,224)
============== ==============
Basic and diluted weighted average number
of common stock outstanding 113,022,365 98,544,263
-------------- --------------
Basic and diluted loss per share from continuing operation: $ (0.009) $ (0.012)
============== ==============
Basic and diluted loss per share from discontinued operation: $ (0.000) $ (0.000)
============== ==============
Basic and diluted net loss per share: $ (0.009) $ (0.012)
============== ==============
See accompanying notes to condensed unaudited consolidated financial statements
5
GREENLAND CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
(in thousands) 2005 2004
- -------------- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,024) $(1,224)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 10 17
Allowance for doubtful account 1 5
Options granted for services 7 6
Stock issued for services -0- 50
Stock issued for legal services -0- 15
Gain on settlement of debt (155) (61)
Loss on disposal of assets -0- 31
(Increase) / decrease in current assets:
Accounts receivable 1 (156)
Other assets (3) 424
Increase in current liabilities:
Account payable and accrued expense 1,150 541
-------- --------
Total Adjustments 1,011 872
-------- --------
Net cash provided by (used in) operating activities (13) (352)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment -0- (4)
-------- --------
Net cash used in investing activities -0- (4)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payment on note payable -0- (136)
Proceeds from note payable-related party -0- 520
Proceeds from (payment on) note payable-related party (39) (28)
-------- --------
Net cash provided by (used in) financing activities (39) 356
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS (52) -0-
CASH & CASH EQUIVALENTS , BEGINNING BALANCE 110 -0-
-------- --------
CASH & CASH EQUIVALENTS , ENDING BALANCE $ 58 $ -0-
-------- --------
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ 9 2
-------- --------
Cash paid for income tax $ 3 $ -0-
-------- --------
See accompanying notes to condensed unaudited consolidated financial statements
6
GREENLAND CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated interim financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for the presentation of interim financial
information, but do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. The
audited consolidated financial statements for the year ended December 31, 2004
was filed on March 31, 2005 with the Securities and Exchange Commission and is
hereby referenced. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
nine month period ended September 30, 2005 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2005.
NOTE 2. GOING CONCERN UNCERTAINTY
As shown in the accompanying consolidated financial statements, the Company has
suffered recurring losses from operations, has a net working capital deficiency
of approximately $10 million and an accumulated deficit of $42 million as of
September 30, 2005. The company received a `Notice of Federal Tax Lien' from IRS
during the three month period ended September 30, 2005. The lien is in favor of
the United States on all property belonging to the company for the amount of the
taxes assessed, and additional penalties, interest, and costs that may accrue.
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 November 2004, the FASB has issued FASB Statement No. 151, "Inventory Costs,
an Amendment of ARB No. 43, Chapter 4" ("FAS No. 151"). The amendments made by
FAS No. 151 are intended to improve financial reporting by clarifying that
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and by
requiring the allocation of fixed production overheads to inventory based on the
normal capacity of the production facilities.
The guidance is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. Earlier application is permitted for inventory
costs incurred during fiscal years beginning after November 23, 2004. The
provisions of FAS No. 151 will be applied prospectively. The Company does not
expect the adoption of FAS No. 151 to have a material impact on its consolidated
financial position, results of operations or cash flows.
In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective beginning in the Company's first quarter of fiscal 2006.
The Company believes that the adoption of this standard will have no material
impact on its financial statements.
7
In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for nonmonetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of nonmonetary assets
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements.
In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments." The EITF reached a consensus about the
criteria that should be used to determine when an investment is considered
impaired, whether that impairment is other-than-temporary, and the measurement
of an impairment loss and how that criteria should be applied to investments
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES." EITF 03-01 also included accounting considerations
subsequent to the recognition of an other-than-temporary impairment and requires
certain disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. Additionally, EITF 03-01 includes new
disclosure requirements for investments that are deemed to be temporarily
impaired. In September 2004, the Financial Accounting Standards Board (FASB)
delayed the accounting provisions of EITF 03-01; however the disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." This statement applies to all voluntary changes in accounting
principle and requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless this would be
impracticable. This statement also makes a distinction between "retrospective
application" of an accounting principle and the "restatement" of financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The company is evaluating the effect the adoption of
this interpretation will have on its financial position, cash flows and results
of operations.
In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the
Amortization Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides
guidance on determining the amortization period for leasehold improvements
acquired in a business combination or acquired subsequent to lease inception.
The guidance in EITF 05-6 will be applied prospectively and is effective for
periods beginning after June 29, 2005. EITF 05-6 is not expected to have a
material effect on its consolidated financial position or results of operations.
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 nine month period ended September 30, 2005, as follows ($ in
thousands, except per share amounts):
8
Net loss - as reported $ (808)
Stock-Based employee compensation
expense included in reported net
income, net of tax
Total stock-based employee
compensation expense determined
under fair-value-based method for all
rewards, net of tax (22)
---------
Pro forma net loss $ (830)
=========
Earnings per share:
Basic, as reported (0.007)
Diluted, as reported (0.007)
Basic, pro forma (0.007)
Diluted, pro forma (0.007)
NOTE 4. REVENUE RECOGNITION
The Company recognizes its revenues associated with its PEO business pursuant to
EITF 99-19 "Reporting Revenue Gross as a Principal versus Net as an Agent."
Previously, the Company reported its worksite employees as a component of direct
costs. The Company has changed its presentation of revenues from the gross
method to an approach that presents its revenues net of worksite employee
payroll costs (net method) primarily because the Company is not generally
responsible for the output and quality of work performed by the worksite
employees.
In determining the pricing of the markup component of the gross billings, the
Company takes into consideration its estimates of the costs directly associated
with its worksite employees, including payroll taxes, benefits and workers'
compensation costs, plus an acceptable gross profit margin. As a result, the
Company's operating results are significantly impacted by the Company's ability
to accurately estimate, control and manage its direct costs relative to the
revenues derived from the markup component of the Company's gross billings.
To conform to the net method, the Company reclassified worksite employee payroll
costs of $5 million for the nine months period ended September 30, 2005, from
direct costs to revenues. This reclassification had no effect on gross profit,
operating income (loss), or net income (loss).
Consistent with its revenue recognition policy, the Company's direct costs do
not include the payroll cost of its worksite employees. The Company's direct
costs associated with its revenue generating activities are comprised of all
other costs related to its worksite employees, such as the employer portion of
payroll-related taxes, employee benefit plan premiums and workers' compensation
insurance premiums.
NOTE 5. PROPERTY AND EQUIPMENT
Net property and equipment at September 30, 2005 was as follows:
(In thousands)
Furniture & equipment under capital lease 59
Furniture and fixture 35
-----
94
Accumulated depreciation & amortization
(Including accumulated amortization of
$50 on leased assets) (75)
-----
$ 19
=====
9
Depreciation expenses, including amortization of capital lease assets, for the
nine months ended September 30, 2005 and 2004 were $10 thousand and $17
thousand, respectively.
The assets in the Oklahoma office were disposed off in September 30, 2004 due to
the shut down of the office. Property and equipment in Oklahoma office for the
nine month ending September 30, 2004 was as follows:
(In thousands)
Computers and equipment $ 36
Furniture and fixture 5
-----
41
Accumulated depreciation & amortization (10)
-----
$ 31
=====
The entire $31 thousand was disposed off during the year 2004 and was recorded
on the financials under Non-operating expense as "Loss on disposal of assets".
NOTE 6. ACCRUED PAYROLL
Accrued payroll as at September 30, 2005 was as follows:
(In thousands)
Accrued payroll $188
Accrued payroll tax 124
----
$312
====
Accrued payroll includes payroll for an officer of the Company for 2001 and
2002. Accrued payroll tax includes the unpaid payroll tax & 401K employer
contribution for the years 2000, 2001 and 2002.
NOTE 7. OTHER ACCRUED EXPENSES
Other accrued expenses as at September 30, 2005 were as follows:
(In thousands)
Kazarian lease termination $275
Columbus lease termination 65
NKS settlement 100
Litigation accrual 170
Citicorp lease termination 67
Others 47
----
$724
====
The Kazarian lease termination is the unpaid balance on the office vacated in
December 2001(see Note 15). The Columbus lease termination is the unpaid balance
of the lease of office vacated in December 2002. The NKS settlement is the
accrual for the court settlement with a customer for the MAXcash machine (see
Note 15). The litigation accrual is the accrual for a suit filed for the
company's default of its obligations under a subscription agreement.
10
NOTE 8. NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties at September 30, 2005 were as follows:
(in thousands)
Note payable to a stockholder of the Company. Secured, interest at
8%. Principal due by August 6, 2005. Interest expense for the three
month period ending September 30, 2005 and 2004 is $10,373 and
$11,540. $ 508
Notes payable to a stockholder and president of the Company. Secured,
interest at 8%. Principal due at various dates through January 2005.
Interest expense for the three month period ending September 30, 2005
and 2004 is $307 and $307. 15
Notes payable to a stockholder and entity owned by a president of the
Company. Secured, Interest at 8%. Principal due at various dates
through January 2005. Interest expense for the three month period
ending September 30, 2005 and 2004 is $1,331 and $1,330 respectively. 65
Notes payable to a stockholder of the Company. Secured, interest at
8%. Principal due at various dates through January 2004.
Interest expense for the three month period ending September 30, 2005
and 2004 is $2,228 and $2,228. 109
----------
$ 697
==========
Total interest expense for Notes payable to stockholders of the Company, for the
nine month period ended September 30, 2005 amounted to $29,577. The company is
in default in the payment of notes.
NOTE 9. NOTES PAYABLE
Notes payable at September 30, 2005 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, unsecured with interest at 5.75%.
Due through the principal and interest payment March 31, 2004.
Interest expense for the three month period ending September 30, 2005
and 2004 is $221and $215 respectively. 15
Note payable related to acquisition of client services contracts from
A third party, payable without interest through May 2005. 121
----------
$ 456
==========
The company is in default in the payment of notes.
11
NOTE 10. 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 September 30, 2005.
Common Stock Issued During the Period
The Company had issued 115.1 million shares on January 14, 2003 to Imaging
Technologies Corporation (ITEC) pursuant to a share purchase agreement for a
convertible promissory note which was payable in two years, in the amount of
$2.25 million. The Company entered into a settlement agreement in the nine month
period ended September 30, 2004, whereby, 90 million shares was returned to the
Company in exchange of the promissory note (note 16).
The Company issued 7.5 million shares to retire notes payable in the amount of
$68 thousand in the nine months ended September 30, 2004
The Company issued 9.5 million shares for services for the nine months ended
September 30, 2004. The Company has recognized expenses for such services in the
amount of $49 thousand.
The Company issued 5 million shares of common stock for accrued salary payable
to the director of the company totaling $57 thousand in the period ended
September 30, 2004
The Company entered into a settlement with Mr. Ellis of all matters in
consideration of 1 million shares of the Company stock in the period ended
September 30, 2004.
The Company issued 2.5 million shares towards the exercise of option in the
period ended September 30, 2004.
COMMON STOCK OPTION PLAN
During 1999, the Company adopted a stock option plan covering both incentive and
non-qualified stock options for employees, directors and consultants. The
Company's stockholders have authorized a total of 15 million common shares to be
available for grant under the plan. The plan allows for incentive options with
exercise prices of at least 100% of the fair market value of the Company's
common stock. However, 10% or greater shareholders may not be granted options
with exercise prices below 110% of the fair market value of the Company's common
stock.
The Company accounts for stock based compensation under Statement of Financial
Accounting Standards No. 123 ("SFAS 123"). SFAS 123 defines a fair value based
method of accounting for stock based compensation. However, SFAS 123 allows an
entity to continue to measure compensation cost related to stock and stock
options issued to employees using the intrinsic method of accounting prescribed
by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees". Entities electing to remain with the accounting method of
APB 25 must make pro forma disclosures of net income and earnings per share, as
if the fair value method of 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 September 30, 2005:
12
WEIGHTED AVERAGE
NUMBER OF EXERCISE
SHARES PRICE
(IN THOUSANDS)
Outstanding at December 31, 2004 24,568 $ 0.03
------- -------
Granted in 2005 17,950 0.02
Exercised -0- 0.00
Expired -0- 0.00
------- -------
Outstanding at September 30, 2005 42,518 $ 0.02
======= ========
Options exercisable at September 30, 2005 42,458 $ 0.02
======= ========
NOTE 11. BASIC AND DILUTED NET LOSS PER SHARE
Basic and diluted net loss per share for the nine month periods ended September
30, 2005 and 2004 were determined by dividing net loss for the periods by the
weighted average number of both basic and diluted shares of common stock. The
basic and diluted net income (loss) per share has been restated to retroactively
effect a reverse stock split of 50:1. The weighted average number of shares used
to compute basic and diluted loss per share is the same since the effect of
dilutive securities is anti-dilutive.
NOTE 12. INTEREST AND PENALTIES ON UNPAID TAXES
The company has been delinquent in paying taxes. The general and administrative
expenses include approximately $320,000 for the interest and penalties accrued
on the taxes payable. The company received a `Notice of Federal Tax Lien' from
IRS during the three month period ended September 30, 2005. The lien is in favor
of the United States on all property belonging to the company for the amount of
the taxes assessed, and additional penalties, interest, and costs that may
accrue.
NOTE 13. 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 repaid notes payable to related parties of $67 thousand in the nine
month period ended September 30, 2004 by the issuance of common stock.
The Company entered into an agreement with Imaging Technologies Corporation
("ITEC") on February 11, 2004 whereby the Company agreed to cancel or return a
Convertible Promissory Note issued by ITEC to the Company in the amount of
$2,250,000 and cancel an existing inter-company transfer debt of ITEC to the
Company of approximately $1,400,000 and ITEC agreed to (i) return all but
19,183,390 shares of the Company common stock received in connection with their
purchase of the Company stock on January 2003 (including shares received in
connection with exercise of warrants) (ii) retain an addition 6,000,000 shares
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 nine month ended September 30, 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.
13
NOTE 14. SEGMENTS AND MAJOR CUSTOMERS
The Company had two reportable segments consisting of (1) the sale and
distribution of automatic check cashing machines (ABM) and (2) PEO services. The
accounting policies of the segments were the same as those described in the
summary of significant accounting policies. The Company evaluated performance
based on sales, gross profit margins and operating profit before income taxes.
The Company operated in one segment in 2005.
The following is information for the Company's reportable segments for the nine
month ended September 30, 2004:
------------------------------------------------
(in thousands) ABM PEO
Segment Segment Unallocated Total
------------------------------------------------
Revenue $ -0- $ 1,900 $ -0- $ 1,900
Gross margin -0- 131 -0- 131
Depreciation and amortization 11 6 -0- 17
Interest expense 46 66 -0- 112
Other, net -0- (1,243) -0- (1,243)
Loss from continuing operations before tax (45) (1,178) -0- (1,223)
Identifiable assets 29 331 -0- 360
Capital expenditures -0- 4 -0- 4
NOTE 15. LEGAL PROCEEDINGS
The Company, along with Seren Systems ("Seren"), its then current and primary
software developer and supplier for its own ABM terminals, was in the process of
completing development of the check cashing service interface to the Mosaic
Software host system being implemented to support a large network of V.com
terminals. In September 2000, Seren unilaterally halted testing and effectively
shut-down any further check cashing development for the V.com project. The
parties participating in this project may have been financially damaged, related
to the delay in performance by the Company and Seren. None of the parties have
brought suit against the Company and/or Seren at this time. There is no
assurance, however, that such suit(s) will not be brought in the future.
On May 23, 2001 Arthur Kazarian, Trustee for the General Wood Investment Trust
(the "Landlord") filed a Complaint in San Diego County naming Greenland
Corporation as a defendant. The Complaint alleges breach of contract pursuant to
the terms of the lease agreement between the Company and the Landlord for the
real property located at 1935 Avenida Del Oro, Oceanside, California and
previously occupied by the Company. The Complaint seeks damages in the amount of
approximately $500,000. Although the Company remains liable for the payments
remaining for the term of the lease, the Landlord has a duty to mitigate said
damages. The Company recorded a lease termination liability of $275 thousand
during the year ended December 31, 2001. The Company entered into a settlement
agreement with Arthur Kazarian, Trustee for the General Wood Investment Trust
(the "Landlord") where by the Company agreed to pay the sum of $220,000 to the
Landlord in installments payments of $20,000 in May 2002, $50,000 in October
2002 and the remaining balance in December 2002. In the event Greenland defaults
in any or all scheduled payments, the Landlord is entitled to a stipulated
judgment of approximately $275,000. The Company was unable to make the scheduled
payments and as a result, on July 8, 2002, the Landlord has entered a judgment
lien against the Company in the amount of $279,654.
The Company entered into an agreement with Intellicorp, Inc. ("Intellicorp")
whereby Intellicorp agreed to invest $3,000,000 in exchange for seats on the
board of directors and restricted shares of common stock of the Company. After
making the initial payment of $500,000, Intellicorp defaulted on the balance.
The Company is seeking a recovery of the unpaid $2,500,000. The defendant's
ability to pay is unknown. The Company had issued 46,153,848 shares of common
stock for the investment. The shares were returned back to the Company and were
cancelled. A default judgment was entered against defendant IntelliCorp,
14
IntelliGroup, and Isaac Chang. On May 16, 2003 the Court held a prove-up hearing
for proof of damages. On July 17, 2003, the court entered Judgment By Default By
Court and awarded the Company damages against IntelliCorp, IntelliGroup and
Isaac Chang in the amount of $3,900,000 including $1,000,000 in punitive
damages. Defendant's time to appeal said damage award expired s on September 17,
2003. The Company is pursuing collection actions of said amount. There is no
assurance that the Company will be successful in its collection efforts.
On July 5, 2001 Max Farrow, a formal officer of the Company, filed a Complaint
in San Diego County naming Greenland Corporation, Thomas J. Beener,
Intelli-Group, Inc., Intelli-Group LLC and Intelli-Corp, Inc. as defendants. The
Complaint alleges breach of contract in connection with Mr. Farrow's resignation
as an officer and director of the Company in January 2001. The Company and Mr.
Thomas Beener, entered into a settlement agreement with Max Farrow whereby Mr.
Farrow agreed to release Mr. Beener from all claims, obligations etc., in
exchange for the issuance of 8 million restricted shares of Greenland
Corporation common stock. The good faith settlement was approved by the court
and the agreed upon consideration was delivered to Mr. Farrow. The Company
entered into a settlement with Farrow whereby the Company agreed to a judgment
of $125,000. However, the judgment will not be enforced until such time as
efforts to collect against IntelliCorp et al, have been exhausted. In the event
funds are collected from IntelliCorp. Mr. Farrow will receive the first $125,000
plus 50% of the next $200,000 collected. The Company will retain all amounts
collected thereafter.
Fund Recovery, a temporary staffing services filed a complaint against Greenland
Corporation alleging breach of contract. A summary judgment motion is pending.
The Company recorded the liability amount of $14 thousand in the consolidated
financial statements.
The case of Magnum Financial against Greenland Corporation for non-payment for
services was settled with a judgment against the Company of $12 thousand. The
Company recorded the liability in the consolidated financial statements.
NKS Enterprises, Inc. commenced a legal action against the Company in San Diego
Superior Court in Vista California seeking damages in connection with the
purchase and operation of a MaxCash ABM. The case was settled in December 2002.
The maximum amount to be paid under the settlement is $100,000. In exchange,
Greenland will receive the MaxCash ABM sold to NKS Enterprises. The company was
unable to comply with terms of settlement and NKS has entered a judgment against
the company for $100,000. This amount was recorded as a liability in the
consolidated financial statements.
On July 30, 2003, the Company commenced a legal action against CardPlus
International, Inc., in Superior Court in San Diego California seeking damages
in connection with the sale of five MaxCash ABM's and the licensing of the
Company's CCBO back office processing software. The Company has filed a motion
in 2003 with the Court for a default judgment of approximately $500,000 against
CardPlus. CardPlus did not appear and a default was entered. The Company
obtained a judgment against CardPlus and has turned the matter over to
collection companies.
The Company was notified by Accord of Oklahoma that it is owed fees or royalties
based on a percentage of gross revenues received by the Company on certain
business acquired by the Company from Accord. Accord filed an action for
arbitration in Oklahoma City, Oklahoma seeking damages of approximately
$300,000. The Company attended the arbitration proceedings which concluded in
June 2005. Each party then filed briefs in August 2005. On September 8, 2005 the
arbitrator issued his decision whereby he awarded Accord $163,724.10 in damages
and attorney fees of $32,744.80 and costs in the amount of $1,314.42. The
Company has accrued the amount in the accompanying financials. Dalrada Finance
Corporation (formerly Imaging Technologies Corporation) is a guarantor of the
payment of sums due under the agreement between the Company and Accord and was
also named jointly liable for damages, attorney fees and cost in the same
amount.
On May 14, 2004 the Company commenced an action in Superior Court in San Diego
County against Kelly Allee and Outsource Now, Inc. seeking damages for
interference with client's relationships and improper use of confidential
information. Ms. Allee was a former employee of ExpertHR. In January 2005, the
Company settled with OutSource Now whereby OutSource Now paid $2,500 and the
parties issued mutual releases. In March 2005, the Company settled with Ms.
Allee, whereby Ms. Allee released the Company for a Department of Labor dispute,
the parties issued join releases and the Company paid Ms. Allee $2,500.
On or about May 2004, Management was contacted by management of Viper Networks
and informed that they intended to place an "Administrative Hold" and/or take
other action to prevent the sale of Viper Networks shares owned by the Company.
The Company purchased shares of Viper's common stock in April 2003 and obtained
15
a promissory note in the amount of $225,000 to be paid from proceeds of fund
raising activities of Viper. Under Rule 144 of the Securities Act once shares of
restricted stock is owned for at least one year it can be sold subject to
certain restrictions. The Company has complied with said restrictions and is
attempting to sell shares of Viper pursuant to Rule 144. The primary purpose of
said sales is to meet Company obligations to the Internal Revenue Service and
the EDD. The Management of Viper has refused to acknowledge the Company's right
to sell said shares. Viper and their Board of Directors have been informed that
the Company has earmarked the proceeds of the sale of Viper Shares to the
Internal Revenue Service and the EDD. Viper's Board has also been informed that
their "Administrative Hold" and/or any other action that restricts or blocks the
Company's ability to sell the Viper shares places Viper at risk for liability
and possible personal liability to each Director. In addition the Company has
notified Vipers transfer agent, Interwest Transfer, that the Company may take
legal action against the transfer agent, for what may be improper conduct by the
transfer agent. Finally, the Company will seek relief from certain stock
promoters including and/or funding sources, engaged by Viper's Board of
Directors for among other things failure to pay the Company approximately
$225,000 in connection with the promissory note that is payable from proceed
from funding sources. The Company has notified the Internal Revenue Service and
EDD of the situation.
On June 11, 2004 Viper Networks, Inc filed an action in Superior Court seeking
among other things, recession of the April 25, 2003 agreement with the Company,
damages and a Temporary Restraining Order preventing the Company from selling
the shares of common stock of Viper that the Company owns. On June 22, 2004 a
hearing was held at which time the court granted Vipers request for the TRO,
provided Viper post a $15,000 undertaking. The TRO became effective at posting
of the undertaking which Viper did on June 28, 2004. The court scheduled a
hearing for July 9, 2004. On July 8, 2004, the court issued a Tentative Ruling
denying Viper's motion for Preliminary Injunction. On July 9, 2004, a hearing
was held on the issue and on July 14, 2004, the court issued its order adopting
the Tentative Ruling, denying Viper's motion for Preliminary Injunction and
thereby extinguishing the previously granted Temporary Restraining Order.
Viper then sought, ex parte, to stay the court's order pending some form of an
appeal by Viper. A hearing was held on July 19, 2004, and the court denied
Viper's request. In October 2004, the Court sent all matters before the San
Diego Court to Arbitration. Presently the court proceedings are stayed pending
arbitration. The Arbitration proceeding is pending with a hearing scheduled for
September 2005.
August 5, 2004 the Third Judicial District Court in and For Salt Lake County,
State of Utah issued an order dissolving an order to Interplead Stock entered by
the Court on August 3, 2004 on behalf of Viper Networks. Furthermore the Court
stated: Because the Ex Parte Order to Interpleader Stock granted injunctive
relief and was wrongfully entered, that the Company is entitled to its
reasonable attorney fees in an amount to be established.
On December 9, 2004, the Court issued a Preliminary Injunction against Viper
ordering Viper to cooperate in the sale of Viper Stock by the Company. On or
about January 13, 2005, the Court issued a show cause order whereby Viper is
required to show cause why it should not be held in contempt for violating the
Court's previous order. On March 8, 2005 the Court found Viper not to be in
contempt, re-affirmed its December 9, 2004 order and refused to clarify the
December 9, 2004 order.
The Company continues to have pending in the Utah court and action against Viper
and InterWest transfer seeking $500,000 of damages. This action will likely be
stayed pending outcome of the Arbitration proceeding in San Diego. In summary,
this dispute arose in connection with the Company's acquisition of shares of
Viper Networks pursuant to a contract entered into on or about April 25, 2003.
Under Rule 144 of the Securities Act, once the stock has been held for one year,
said shares can be sold pursuant to Rule 144. The Company commenced steps to
sell the stock on or about May 3, 2004 at which time it was informed that Viper
would "block" any attempted sale.
The arbitration hearing was originally scheduled for September 2005 and was
rescheduled for October 26, 27 and 28 of October. The actions pending in San
Diego Court and Salt Lake City court are presently stayed pending the
arbitration.
On or about February 2005, two of Company's shareholders, Jason Sunstein and
John Castogoinle, both Directotrs of Viper Networks, Inc., sent a draft of a
legal action against the Company, its officers and directors and former officers
and directors who were also officers/directors of Imaging Technologies
Corporation. Management believes this threatened action is without merit.
However, there is no assurance the action will not be filed and if so, the
Company will defend its interest against the shareholders. Both shareholders are
officers and/or directors of Viper Networks, Inc and management believes this
threatened litigation is related to the pending litigation with Viper.
16
In March 2005, the Company filed a lawsuit in the Superior Court of San Diego
against Dalrada Financial Corporation (formerly Imaging Technologies
Corporation) and its current and former directors Brian Bonar, Eric Gaer,
Richard Green, and Robert Dietrich. Bonar, Gaer, Green and Dietrich are all
former members of the Company's board of directors. The complaint also names the
Company's former Chief Financial Officer, James Downey, as a defendant. The
complaint alleges that Dalrada and these defendants conspired with each other to
misappropriate Greenland's assets for themselves. The complaint also names the
Company's former attorney, Owen Naccarato, as a defendant and alleges he
accepted shares of the Company's stock without paying for them and failed to
disclose to the Company his prior relationship with the other defendants or that
the other defendants were misappropriating the Company's assets. The Company
seeks over $2 million in damages.
All of the above defendants filed legal challenges to the Company's complaint.
On July 18, 2005, Judge Jeffrey Barton ruled that the Company had stated legally
sufficient claims against all defendants. The Court scheduled a trial date in
April 2006. Management feels strongly in the merits of its case.
On or about August Dalrada Financial Corporation, Robert Dietrich, Eric Gaer,
Brian Bonar, Richard Green, Owen Naccarato and James Downey filed a
cross-complaint in the Superior Court of San Diego, (collectively, "Dalrada
Defendants") naming Greenland Corporation, Thomas Beener (current officer and
Director of Greenland), Gene Cross, George Godwin (former directors of
Greenland) and Edwin Sano as defendants (collectively, "Greenland Defendants").
The action alleges breach of fiduciary duty, negligent misrepresentation,
conspiracy, and legal malpractice. While Dalrada Defendants claim that they are
entitle to monetary damages, no specific amount requested. The Greenland
defendants have filed legal challenges to the complaint and a hearing is
scheduled for November 18, 2005 at which time the court will rule on said
challenges. This action is also scheduled for trial in April 2006 and will be
heard together with the above referenced action. The Greenland defendants feel
strongly in the merits of their defenses.
On or about March 2005, ExpertHr-Michigan, Inc , and ExpertHR, Inc, both wholly
owned subsidiary of Greenland Corporation was named in an amended complaint
filed by LM Insurance Corporation in United States District Court in the
Northern District of Illinois (collectively, "GRLC"). The original complaint was
filed by LM against SourceOne Group., Inc a/k/a and d/b/a SourceOne Group, LLC
and Payroll Services of Virginia; Dalrada Financial Corporation, a/k/a and d/b/a
Imaging Technologies Corporation (collectively, "Dalrada"). The action relates
to activities of Dalrada in its representation of the Arena Football 2 Operating
Company (AF2) and Dalrada failure to pay worker's compensation insurance
premiums to LM, after receiving payments from AF2 and/or securing said coverage
under false representations. GRLC was named only after "representatives of
Dalrada made representations that GRLC represented teams in the AF2. GRLC has
obtained counsel and filed a motion to dismiss based on the factors that GRLC
(i) does not do business in Illinois (ii) never represented teams in the AF2
(iii) received no funds from AF2 teams (iv) was not a party to any dealing with
LM and/or Dalrada and/or Brian Bonar in connection with the AF2. The motion was
heard and the court denied the motion without prejudice, stating that after
completion certain discovery, the Company could re-file its motion to dismiss.
LM conducted a deposition of a representative of the Company in September 2005
in Chicago, Illinois. The Company is waiting for a response from LM regarding
their willingness to agree to dismissing the Company from the case and in the
vent no agreement is reached, the Company intends to re-file its motion to
dismiss.
On or about June 15, 2005 Alpha Capital Aktiengesellschaft ("ACA") filed in
Supreme Court of the State of New York County of New York, an action to recover
$173,000 plus interest in connection with and investment by ACA in 2003,
arranged by Brian Bonar and Dalrada. A hearing was scheduled for July 27, 2005.
In September 2005, the court issued a decision granting ACA a judgment of
$133,000. The Company has included the amount together with the interest in
accrued expenses and excluded the amount from the subscribed shares.
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.
17
NOTE 16. 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.
NOTE 17. SUBSEQUENT EVENTS
In the matter of Citicorp Vendor Finance Inc v Greenland Corporation filed in
Superior Court of the State of California County of San Diego, North County
Division, Citicorp has scheduled a debtors exam for December 2, 2005 in
connection with a judgment for $45,513.30. This relates to certain computer
equipment leased by Greenland from Citicorp in connection with the check cashing
operation of Greenland. Greenland did not contest the judgment.
18
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 September 30, 2005, and should be read in conjunction with our
financial statements and notes thereto, and other financial information included
elsewhere in this report.
With little or no revenue being generated form check-cashing
activities, in August 2002, we signed an agreement, which closed in January
2003, to sell 60% of our total issued and outstanding shares of common stock to
Imaging Technologies Corporation ("ITEC") plus warrants to purchase an
additional 30% of the Company's total issued and outstanding shares of common
stock. In addition four members of the ITEC Board of Directors joined the
Company's Board. The Closing was in January 2003.
Related to the ITEC transaction, the Company in August 2002, organized
a wholly-owned subsidiary, ExpertHR Inc. ExpertHR is a professional employer
organization ("PEO"). The PEO business provides a broad range of services
associated with staff leasing and human resources management. These include
benefits and payroll administration, health and workers' compensation insurance
programs, personnel records management, employer liability management, employee
recruiting and selection, performance management, and training and development
services. ITEC as part of the purchase transaction was to supply certain PEO
clients to ExpertHR.
The Company then completed three acquisitions to commence its PEO
operations and added another wholly-owned subsidiary, ExpertHR-Michigan: to
handle certain accounts. (i) In February 2003, we entered into an Agreement and
Assignment of Rights to acquire all right, title, and interest in and to the
rights and benefits arising under or out of PEO service agreements with certain
existing clients of Accord Human Resources, Inc, an Oklahoma corporation. (ii)
In March 2003, we entered into an Agreement and Assignment of Rights to acquire
all right title and interest in and to the rights and benefits arising under or
out of personal staffing agreements with the existing clients of Staff Pro
Leasing, Inc and Staff Pro Leasing 2, both Michigan corporations. (iii) In April
2003, we entered into a Stock Purchase Agreement, along with ITEC, to acquire an
Oklahoma-based PEO company, which we have organized as ExpertHR-OK, a
wholly-owned subsidiary of Greenland. The Oklahoma facilities and personnel
provide a substantial amount of the administration duties associated with our
PEO business, including the implementation of system software.
On February 11, 2004 the Company entered into an agreement with Imaging
Technologies Corporation ("ITEC") whereby, among other conditions ITEC agreed to
(i) return all but 19,183,390 shares of the Company common stock received in
connection with their purchase of the Company stock on January 2003 (including
shares received in connection with exercise of warrants) and (ii) cause all
members of the Company board of directors who also serve on ITEC board to resign
from the Company's board; Brian Bonar, Eric Gaer, Richard Green and Robert
Dietrich. As a result of this transaction ITEC was no longer the controlling
shareholder nor does ITEC board members control the Company Board of Directors.
During the period that ITEC controlled the Company, management had significant
disagreements with ITEC over use of funds, including up-streaming of
approximately $1,400,000, accounting policies and failure to pay taxes and
conflicts of interest by ITEC Board members and legal counsel selected by ITEC.
19
During, 2004 and in 2005, the Company's business operations, was the
PEO business with no activity from any check cashing activities. The Company
initially believed that certain PEO customers may have an interest in purchasing
the MaxCash ABM but results in to date do not reflect success.
Our current strategy is: (1) to expand our PEO business through the use
of our sales force and strategic acquisitions and (2) add various collateral
services to the PEO services.
The Company, as stated in its 10K-SB for period ended December 31,
2004, will no longer pursue it's check cashing operations in 2005.
We continue to provide, through our wholly-owned subsidiary
ExpertHR-Michigan, comprehensive personnel management services. We provide a
broad range of services, including benefits and payroll administration, health
and workers' compensation insurance programs, personnel records management, and
employer liability management to small and medium-sized businesses.
The control by ITEC resulted in the Company facing many serious
problems in 2004 and into 2005 including, loss of the Oklahoma business in
November 2003, tax liabilities with the Internal Revenue Service and the EDD and
loss of significant cash and resulting inability to pay obligations of the
Company. The Company has initiated action to address these problems (see" Legal
Matters").
On February 13, 2004 the Company entered into a transaction with ePEO,
Link, Inc., an Idaho based PEO, to acquire their client base of approximately
$33,000,000 and assume certain liabilities. In February the Department of
Insurance of the State of Idaho ("DOI") issued a temporary restraining order
against ePEO to prohibit the sale or transfer of any assets. The Company
withdrew its offer to purchase and is awaiting a decision from the Department of
Insurance of the State of Idaho regarding the transaction. The Company is
presently in discussions with the DOI and ePEO and although there can be no
assurances that a transaction will be completed and if so, on what terms or
conditions. The Company has been informed that the DOI anticipates completing
its decision making process in November 2005. The Company is optimistic that the
transaction will be completed.
Accordingly, the Company continues to recover from the control by ITEC
and is taking steps to correct the past problems but is confronted with
significant issues. Based on these events, year-to-year or quarter to quarter
financial comparisons may be of limited usefulness now and for the next several
periods due to changes in our business as these changes relate to potential
acquisitions of new businesses and changes in products and services.
Effective January 2004, all processing and related services were
transferred from the properitery system in Oklahoma (the Company acquired a
license to the properitery system as part of the purchase of ExpertHR of
Oklahoma) to a more common system to save substantial costs associated with
maintenance and upgrades. In March 2004, the Company closed the Oklahoma office
at a substantial cost savings to the Company.
Commencing January 2004, San Diego serves not only as corporate
headquarters but also, as the center for processing and most administrated
services related to the PEO operations. Our Michigan office is also responsible
for some processing and sales operations.
The Company plans to continue to focus its operations in San Diego and
maintain a sales staff in San Diego and Michigan. Any new acquisitions will be
directed to obtaining a client base with the addition of offices, if any,
constituting a sales office. We do not anticipate adding additional personal
beyond 3-4 persons to assist in Human Resources, Administration and/or sales
depending on growth of client base.
Our current strategy is: (1) to expand our PEO business and (2) add
various collateral services to the PEO services.
20
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.
The Company acquired shares of common stock of Viper Networks Inc. in
April 2003 and believed those shares could be sold in the first or second
quarter of 2004. The Company expected a significant source of income from said
sale. Unfortunately, Viper blocked all attempts of the Company to sell said
shares and the Company was forced to take legal action. If the Company is
successful in prevailing in the legal action it may recover a significant some
of money. However, all or a majority of funds (depending on proceeds received)
are set aside for payment of taxes, and it is uncertain if any funds would
remain for use by the Company. (See "Legal Matters").
In addition, if the Company is able to complete the acquisition of ePEO
Link, the Company will likely engage in a private offering to raise funds.
There can be no assurance, however, that we will be able to complete
any additional financings on favorable terms or at all, or that any such
financings, if completed, will be adequate to meet our capital requirements. Any
additional equity or convertible debt financings could result in substantial
dilution to our shareholders. If adequate funds are not available, we may be
required to delay, reduce or eliminate some or all of our planned activities,
including any potential mergers or acquisitions. Our inability to fund our
capital requirements would have a material adverse effect on the Company.
Professional Employer Organization
We provide, through our wholly-owned ExpertHR-Michigan subsidiary,
comprehensive personnel management services. We provide a broad range of
services, including benefits and payroll administration, health and workers'
compensation insurance programs, personnel records management, and employer
liability management to small and medium-sized businesses.
Administrative Functions. We perform a wide variety of processing and
record keeping tasks, mostly related to payroll administration and government
compliance. Specific examples include payroll processing, payroll tax deposits,
quarterly payroll tax reporting, employee file maintenance, unemployment claims
processing and workers' compensation claims reporting.
Benefit Plans Administration. We sponsor benefit plans including group
health coverage. We are responsible for the costs and premiums associated with
these plans, act as plan sponsor and administrator of the plans, negotiate the
terms and costs of the plans, maintain the plans in accordance with applicable
federal and state regulations, and serve as liaison for the delivery of such
benefits to worksite employees.
Personnel Management. We provide a variety of personnel management
services, which provide our client companies access to resources normally found
in the human resources departments of larger companies. Our client companies
will have access to a personnel guide, which will set forth a systematic
approach to administering personnel policies and practices.
Employer Liability Management. Under our Client Services Agreement
("CSA"), we assume many employment-related responsibilities associated with
administrative functions and benefit plans administration. Upon request, we can
also provide our clients guidance on avoiding liability for discrimination,
sexual harassment, and civil rights violations. We employ counsel specializing
in employment law.
Client Service Agreement. All clients enter into our CSA, which
establishes our service fee. The CSA is subject to periodic adjustments to
account for changes in the composition of the client's workforce and statutory
changes that affect our costs. The CSA also establishes the division of
responsibilities between our Company and the client as co-employers. Pursuant to
the CSA, we are responsible for personnel administration and are liable for
certain employment-related government regulation. In addition, we assume
liability for payment of salaries, wages (including payroll taxes), and employee
benefits of worksite employees. The client retains the employees' services and
remains liable for the purposes of certain government regulations.
21
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.
The PEO business is highly competitive, with approximately 900 firms
operating in the U.S. There are several firms that operate on a nationwide basis
with revenues and resources far greater than ours. Some large PEO companies are
owned by insurance carriers; and some are public companies whose shares trade on
Nasdaq, including Administaff, Inc., Team Staff, Inc., Barrett Business
Services, and Staff Leasing, Inc.
Government Regulation
We are subject to regulation in several jurisdictions in which we
operate, including jurisdictions that regulate check cashing fees and payday
advance fees. We are subject to federal and state regulations relating to the
reporting and recording of certain currency transactions. There can be no
assurance that additional state or federal statutes or regulations will not be
enacted at some future date which could inhibit the ability of us to expand,
significantly decrease the service charges for check cashing and/or other
services, or prohibit or more stringently regulate the sale of certain goods
which could cause a significant adverse effect on our future prospects. States
have different licensing requirements. Some states require that the owner of a
check-cashing machine obtain the license; others require that the provider of
the cash in the machine ("vault cash") obtain a license or the possessor of the
machine obtain the license or that we, jointly with the owner, possessor, or
vault cash provider obtain a license. Certain states require that the entity to
be licensed maintain certain levels of liquid assets for each location at which
a machine is placed.
Under the bank Secrecy Act regulations of the U.S. Department of the
Treasury (the "Treasury Department"), transactions involving currency in an
amount greater than $10,000 or the purchase of monetary instruments for cash in
amounts from $3,000 to $10,000 must be recorded. In general, every financial
institution, including Greenland, must report each deposit, withdrawal, exchange
of currency or other payment or transfer, whether by, through or to the
financial institution, that involves currency in an amount greater than $10,000.
In addition, multiple currency transactions must be treated as single
transactions if the financial institution has knowledge that the transactions
are by, or on behalf of any person and result in either cash in or cash out
totaling more than $10,000 during any one business day.
There can be no assurance that additional local, state or federal
legislation will not be enacted or that existing laws and regulations will not
be amended which could have a material adverse effect on our operations and
financial condition. (Also see "Risks and Uncertainties.")
Client Services Agreement
All clients enter into ExpertHR's Client Service Agreement ("CSA"). The
CSA generally provides for an on-going relationship, subject to termination by
us or the client upon written notice.
The CSA establishes our comprehensive service fee, which is subject to
periodic adjustments to account for changes in the composition of the client's
workforce and statutory changes that affect our costs. The CSA also establishes
the division of responsibilities between us and our client as co-employers.
Pursuant to the CSA, we are responsible for personnel administration and are
liable for certain employment-related government regulation. In addition, we
assume liability for payment of salaries and wages (including payroll taxes) of
our worksite employees and responsibility for providing employee benefits to
such persons, regardless of whether our client company makes timely payment of
the associated service fee. Our client retains the employees' services and
remains liable for the purposes of certain government regulations, compliance
which requires control of the worksite or daily supervisory responsibility or is
otherwise beyond our ability to assume. A third group of responsibilities and
liabilities are shared by us and our client where such joint responsibility is
appropriate.
22
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.
Because we are a co-employer with our client companies for some
purposes, it is possible that we could incur liability for violations of such
laws even if it is not responsible for the conduct giving rise to such
liability. The CSA addresses this issue by providing that the client will
indemnify us for liability incurred to the extent the liability is attributable
to conduct by the client. Notwithstanding this contractual right to
indemnification, it is possible that we could be unable to collect on a claim
for indemnification and may therefore be ultimately responsible for satisfying
the liability in question.
Clients are required to remit their comprehensive service fees no later
than one day prior to the applicable payroll date by wire transfer or automated
clearinghouse transaction. Although are ultimately liable, as the employer for
payroll purposes, to pay employees for work previously performed, we retain the
ability to terminate the CSA and associated worksite employees or to require
prepayment, letters of credit, or other collateral upon deterioration in a
client's financial condition or upon non-payment by a client.
Check Cashing
We have developed proprietary software that is capable of providing
support for delivery to consumers of a range of on-line financial services
including check cashing, ATM, money orders and phone card dispensing services.
We have developed, manufactured and has delivered limited numbers of
freestanding kiosks, under the trademarked brand name MAXcash ABM. The unit is
similar in appearance to an ATM machine. We acquired our base technology in May
1998, when Check Central was incorporated into Greenland as a wholly-owned
subsidiary.
We have invested capital, time, and effort in the development and
evolution of our back-office, risk management and transaction support software
systems. Due to shortages of working capital and litigation with a key supplier,
we altered our plans for ongoing development, production, and marketing of the
MAXcash ABM system. We initially believed that there was a further opportunity
to market the MAXcash ABM kiosk through PEO customers of our ExpertHR
subsidiary; and to clients of other PEO companies in order to provide check
cashing and other automated banking services to employees.
However, such strategy has not proved successful and as stated in our
10K-Sb for period ended December 31, 2004, the Company does not intend to market
the MaxCash ABM and anticipates no revenue stream from the MaxCash ABM.
23
RESULTS OF OPERATIONS
Gross Billing
We had total gross billing of $6.2 million and $9.6 million from our
PEO business for the nine month ended September 30, 2005 and 2004. Gross revenue
include wages $5 million, taxes $482 thousand, workers' compensation $325
thousand, administrative fees $206 thousand and other $217 thousand.
Total gross billing of $2 million and $2.9 million for the three-month
period ended September 30, 2005 and 2004, respectively; a decrease of $948
thousand (47%). The Company has experienced a poor client retention rate. The
Company believes this is due in large part to the various changes of operations
the Company has transitioned through, that most clients were purchased from
other companies creating an additional transition problem, and the fact that
certain former employees have left the Company and may have engaged in conduct
not in the Company's interest (see Legal Matters). The Company has made an
aggressive effort to contact all clients and initiate a strong customer service
department to address this problem.
The Company's sales operations related to check cashing was suspended
primarily due to a legal dispute with its software provider and the associated
financial risks to the Company represented by the dispute. Management has made
the decision to discontinue its sales/licensing efforts related to the MaxCash
ABM and/or the software.
Worksite Employee Payroll Cost
The Company incurred total costs of PEO services of $6 million and $9.5
million for the nine month ended September 30, 2005 and 2004. Cost of PEO
services included: wages $5 million, taxes $475 thousand, workers' compensation
$282 thousand and other $280 thousand.
Cost of PEO services for the three month period ended September 30,
2005 and 2004 were $2 million and $2.9 million, respectively. The decrease in
cost is directly related to loss of clients for the reasons set forth above.
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 nine months ended
September 30, 2005 and 2004 were $1.1 million and $1.3 million, respectively.
The decrease of $164 thousand due to reduction in various expenses which include
but not limited to rent, consulting and salary. The Company continues its
efforts to add sufficient number of work-site employees placing the Company in a
break even and/or cash flow position.
Selling, general and administrative expenses for the three months
ended September 30, 2005 and 2004 were $309 thousand and $265 thousand,
respectively. The increase of $44 thousand was due to accrual of interest and
penalty on payroll tax. The Company believes that as clients are added that
operating expenses will not increase significantly. The Company has centralized
operations in California and feels that it is positioned to add clients without
adding personnel..
There were no research and development costs for the nine month ended
September 30, 2005 and 2004, respectively.
24
Other Expense
Net other expense was $(107) thousand for the nine month period ended
September 30, 2005. Net other expenses were $(51) thousand for the year-earlier
period. The difference is due to increase in interest expense and accrual of
litigation expense. Net other expense was $71 thousand for the three month
period ended September 30, 2005. Net other expenses were $(31) thousand for the
year-earlier period. The difference is due to increase in gain on settlement of
debt caused by over accrual related to the Accord case.
Net Loss
The net loss for the nine months ended September 30, 2005 was $1
million compared to a net loss of $1.2 million for comparative period in 2004, a
decrease of $200 thousand, or 16%. The net loss for the three months ended
September 30, 2005 was $215 thousand compared to a net loss of $252 thousand for
comparative period in 2004, a decrease of $36 thousand. The Company has
experienced a poor client retention rate. The Company believes this is due in
large part to the various changes of operations the Company has transitioned
through, that most clients were purchased from other companies creating an
additional transition problem, and the fact that certain former employees have
left the Company and may have engaged in conduct not in the Company's interest
(see Legal Matters). The Company continues to pursue acquisition opportunities,
including ePEO Link to add sufficient number of work site employees to placing
the Company in a break even and/or cash flow position.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have financed our operations through cash generated
from the sale of equity securities and debt financing. To date, we have not been
able to support our operations from revenues through sales of products or
services.
At September 30, 2005, we had a working capital deficit of $10 million
compared with a working capital deficit of $8.7 million at December 31, 2004.
The increase in working capital of $1.1 million, or 13% resulted primarily from
an increase in PEO payroll tax and other payroll deductions.
Stockholders' deficit increased for the nine months ended September 30,
2005 from the previous fiscal year by $1.2 million and, due primarily to the $1
million comprehensive loss which was offset by an increase in additional paid in
capital.
The Company's officers and directors are aware of no other threatened
or pending litigation, not otherwise discussed in Item 1, Legal Matters, which
would have a material, adverse effect on the Company. From time to time the
Company is a defendant (actual or threatened) in certain lawsuits encountered in
the ordinary course of its business, the resolution of which, in the opinion of
management, should not have a material adverse effect on the Company's financial
position results of operations, or cash flows.
The Company's auditors have expressed their uncertainty as to the
Company's ability to continue as a going concern. They cite recurring losses
from operations, the Company's working capital deficiency, and limited cash
resources.
In order to address this uncertainty, the Company will pursue raising
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.
25
IF WE ARE UNABLE TO SECURE FUTURE CAPITAL, WE WILL BE UNABLE TO CONTINUE OUR
OPERATIONS.
Our business has not been profitable in the past and it may not be
profitable in the future. We may incur losses on a quarterly or annual basis for
a number of reasons, some within and others outside our control. (SEE "POTENTIAL
FLUCTUATION IN OUR QUARTERLY PERFORMANCE.") The growth of our business will
require the commitment of substantial capital resources. If funds are not
available from operations, we will need additional funds. We may seek such
additional funding through public and private financing, including debt or
equity financing. Adequate funds for these purposes, whether through financial
markets or from other sources, may not be available when we need them. Even if
funds are available, the terms under which the funds are available to us may not
be acceptable to us. Insufficient funds may require us to delay, reduce or
eliminate some or all of our planned activities.
To successfully execute our current strategy, we will need to improve
our working capital position. The report of our independent auditors
accompanying our December 31, 2004 financial statements includes an explanatory
paragraph indicating there is a substantial doubt about the Company's ability to
continue as a going concern, due primarily to the decreases in our working
capital and net worth. We plan to overcome the circumstances that impact our
ability to remain a going concern through a combination of increased revenues
and decreased costs, with interim cash flow deficiencies being addressed through
additional equity financing.
POTENTIAL FLUCTUATION IN QUARTERLY PERFORMANCE:
Quarterly operating results can fluctuate significantly depending on a
number of factors, any one of which could have a material adverse effect on our
results of operations. The factors include: the timing of product/services
announcements and subsequent introductions of new or enhanced products and/or
services by us and by our competitors, the availability and cost of inventories,
the market acceptance of products and services, changes in our prices and in our
competitors' prices, the timing of expenditures for staffing and related support
costs, the extent and success of advertising, research and development
expenditures, and changes in general economic conditions.
We may experience significant quarterly fluctuations in revenues and
operating expenses as we introduce new products and services; especially as we
enter the PEO business. Furthermore, quarterly results are not necessarily
indicative of future performance for any particular period.
RISK OF TECHNICAL PROBLEMS OR PRODUCT DEFECTS:
There can be no assurances that, despite testing and quality assurance
efforts that may be performed by us and/or our manufacturers and subcontractors,
that technical problems or product defects will not be found. These problems or
product defects could result in the loss or delay in market acceptance and
sales, diversion of development resources, injury to our reputation, and/or
increased service and support costs, any one of which could have material
adverse effects on our business, financial condition, and results of operations.
GOVERNMENT REGULATION:
We are subject to regulation in several jurisdictions in which we
operate, including jurisdictions that regulate check cashing fees and payday
advance fees. We could also become subject to federal and state regulations
relating to the reporting and recording of certain currency transactions. There
can be no assurance that additional state or federal statutes or regulations
will not be enacted at some future date which could inhibit our ability to
expand, significantly decrease the service charges for check cashing, payday
advances and/or other services, or prohibit or more stringently regulate the
sale of certain goods and services, which could cause a significant adverse
effect on our future prospects.
SINCE OUR COMPETITORS HAVE GREATER FINANCIAL AND MARKETING RESOURCES THAN WE DO,
WE MAY EXPERIENCE A REDUCTION IN MARKET SHARE AND REVENUES.
The markets for our products and services are highly competitive and
rapidly changing. Some of our current and prospective competitors have
significantly greater financial, technical, manufacturing and marketing
resources than we do. Our ability to compete in our markets depends on a number
of factors, some within and others outside our control. These factors include:
the frequency and success of product and services introductions by us and by our
competitors, the selling prices of our products and services and of our
competitors' products and services, the performance of our products and of our
competitors' products, product distribution by us and by our competitors, our
marketing ability and the marketing ability of our competitors, and the quality
of customer support offered by us and by our competitors.
26
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.
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.
27
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
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.
28
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.
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.
29
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.
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
30
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.
31
PART II OTHER INFORMATION
ITEM 1. - LEGAL MATTERS
The Company, along with Seren Systems ("Seren"), its then current and
primary software developer and supplier for its own ABM terminals, was in the
process of completing development of the check cashing service interface to the
Mosaic Software host system being implemented to support a large network of
V.com terminals. In September 2000, Seren unilaterally halted testing and
effectively shut-down any further check cashing development for the V.com
project. The parties participating in this project may have been financially
damaged, related to the delay in performance by the Company and Seren. None of
the parties have brought suit against the Company and/or Seren at this time.
There is no assurance, however, that such suit(s) will not be brought in the
future.
On May 23, 2001 Arthur Kazarian, Trustee for the General Wood
Investment Trust (the "Landlord") filed a Complaint in San Diego County naming
Greenland Corporation as a defendant. The Complaint alleges breach of contract
pursuant to the terms of the lease agreement between the Company and the
Landlord for the real property located at 1935 Avenida Del Oro, Oceanside,
California and previously occupied by the Company. The Complaint seeks damages
in the amount of approximately $500,000. Although the Company remains liable for
the payments remaining for the term of the lease, the Landlord has a duty to
mitigate said damages. The Company recorded a lease termination liability of
$275 thousand during the year ended December 31, 2001. The Company entered into
a settlement agreement with Arthur Kazarian, Trustee for the General Wood
Investment Trust (the "Landlord") where by the Company agreed to pay the sum of
$220,000 to the Landlord in installments payments of $20,000 in May 2002,
$50,000 in October 2002 and the remaining balance in December 2002. In the event
Greenland defaults in any or all scheduled payments, the Landlord is entitled to
a stipulated judgment of approximately $275,000. The Company was unable to make
the scheduled payments and as a result, on July 8, 2002, the Landlord has
entered a judgment lien against the Company in the amount of $279,654.
The Company entered into an agreement with Intellicorp, Inc.
("Intellicorp") whereby Intellicorp agreed to invest $3,000,000 in exchange for
seats on the board of directors and restricted shares of common stock of the
Company. After making the initial payment of $500,000, Intellicorp defaulted on
the balance. The Company is seeking a recovery of the unpaid $2,500,000. The
defendant's ability to pay is unknown. The Company had issued 46,153,848 shares
of common stock for the investment. The shares were returned back to the Company
and were cancelled. A default judgment was entered against defendant
IntelliCorp, IntelliGroup, and Isaac Chang. On May 16, 2003 the Court held a
prove-up hearing for proof of damages. On July 17, 2003, the court entered
Judgment By Default By Court and awarded the Company damages against
IntelliCorp, IntelliGroup and Isaac Chang in the amount of $3,900,000 including
$1,000,000 in punitive damages. Defendant's time to appeal said damage award
expired s on September 17, 2003. The Company is pursuing collection actions of
said amount. There is no assurance that the Company will be successful in its
collection efforts.
On July 5, 2001 Max Farrow, a formal officer of the Company, filed a
Complaint in San Diego County naming Greenland Corporation, Thomas J. Beener,
Intelli-Group, Inc., Intelli-Group LLC and Intelli-Corp, Inc. as defendants. The
Complaint alleges breach of contract in connection with Mr. Farrow's resignation
as an officer and director of the Company in January 2001. The Company and Mr.
Thomas Beener, entered into a settlement agreement with Max Farrow whereby Mr.
Farrow agreed to release Mr. Beener from all claims, obligations etc., in
exchange for the issuance of 8 million restricted shares of Greenland
Corporation common stock. The good faith settlement was approved by the court
and the agreed upon consideration was delivered to Mr. Farrow. The Company
entered into a settlement with Farrow whereby the Company agreed to a judgment
of $125,000. However, the judgment will not be enforced until such time as
efforts to collect against IntelliCorp et al, have been exhausted. In the event
funds are collected from IntelliCorp. Mr. Farrow will receive the first $125,000
plus 50% of the next $200,000 collected. The Company will retain all amounts
collected thereafter.
Fund Recovery, a temporary staffing services filed a complaint against
Greenland Corporation alleging breach of contract. A summary judgment motion is
pending. The Company recorded the liability amount of $14 thousand in the
consolidated financial statements.
32
The case of Magnum Financial against Greenland Corporation for
non-payment for services was settled with a judgment against the Company of $12
thousand. The Company recorded the liability in the consolidated financial
statements.
NKS Enterprises, Inc. commenced a legal action against the Company in
San Diego Superior Court in Vista California seeking damages in connection with
the purchase and operation of a MaxCash ABM. The case was settled in December
2002. The maximum amount to be paid under the settlement is $100,000. In
exchange, Greenland will receive the MaxCash ABM sold to NKS Enterprises. The
company was unable to comply with terms of settlement and NKS has entered a
judgment against the company for $100,000. This amount was recorded as a
liability in the consolidated financial statements.
On July 30, 2003, the Company commenced a legal action against CardPlus
International, Inc., in Superior Court in San Diego California seeking damages
in connection with the sale of five MaxCash ABM's and the licensing of the
Company's CCBO back office processing software. The Company has filed a motion
in 2003 with the Court for a default judgment of approximately $500,000 against
CardPlus. CardPlus did not appear and a default was entered. The Company
obtained a judgment against CardPlus and has turned the matter over to
collection companies.
The Company was notified by Accord of Oklahoma that it is owed fees or
royalties based on a percentage of gross revenues received by the Company on
certain business acquired by the Company from Accord. Accord filed an action for
arbitration in Oklahoma City, Oklahoma seeking damages of approximately
$300,000. The Company attended the arbitration proceedings which concluded in
June 2005. Each party then filed briefs in August 2005. On September 8, 2005 the
arbitrator issued his decision whereby he awarded Accord $163,724.10 in damages,
attorney fees of $32,744.80 and costs of $1,314.42. The Company has accrued the
amount in the accompanying financials. Dalrada Finance Corporation (formerly
Imaging Technologies Corporation) is a guarantor of the payment of sums due
under the agreement between the Company and Accord and was also named jointly
liable for damages, attorney fees and costs in the same amount.
On May 14, 2004 the Company commenced an action in Superior Court in
San Diego County against Kelly Allee and Outsource Now, Inc. seeking damages for
interference with client's relationships and improper use of confidential
information. Ms. Allee was a former employee of ExpertHR. In January 2005, the
Company settled with OutSource Now whereby OutSource Now paid $2,500 and the
parties issued mutual releases. In March 2005, the Company settled with Ms.
Allee, whereby Ms. Allee released the Company for a Department of Labor dispute,
the parties issued join releases and the Company paid Ms. Allee $2,500.
On or about May 2004, Management was contacted by management of Viper
Networks and informed that they intended to place an "Administrative Hold"
and/or take other action to prevent the sale of Viper Networks shares owned by
the Company. The Company purchased shares of Viper's common stock in April 2003
and obtained a promissory note in the amount of $225,000 to be paid from
proceeds of fund raising activities of Viper. Under Rule 144 of the Securities
Act once shares of restricted stock is owned for at least one year it can be
sold subject to certain restrictions. The Company has complied with said
restrictions and is attempting to sell shares of Viper pursuant to Rule 144. The
primary purpose of said sales is to meet Company obligations to the Internal
Revenue Service and the EDD. The Management of Viper has refused to acknowledge
the Company's right to sell said shares. Viper and their Board of Directors have
been informed that the Company has earmarked the proceeds of the sale of Viper
Shares to the Internal Revenue Service and the EDD. Viper's Board has also been
informed that their "Administrative Hold" and/or any other action that restricts
or blocks the Company's ability to sell the Viper shares places Viper at risk
for liability and possible personal liability to each Director. In addition the
Company has notified Vipers transfer agent, Interwest Transfer, that the Company
may take legal action against the transfer agent, for what may be improper
conduct by the transfer agent. Finally, the Company will seek relief from
certain stock promoters including and/or funding sources, engaged by Viper's
Board of Directors for among other things failure to pay the Company
approximately $225,000 in connection with the promissory note that is payable
from proceed from funding sources. The Company has notified the Internal Revenue
Service and EDD of the situation.
On June 11, 2004 Viper Networks, Inc filed an action in Superior Court
seeking among other things, recession of the April 25, 2003 agreement with the
Company, damages and a Temporary Restraining Order preventing the Company from
selling the shares of common stock of Viper that the Company owns. On June 22,
2004 a hearing was held at which time the court granted Vipers request for the
33
TRO, provided Viper post a $15,000 undertaking. The TRO became effective at
posting of the undertaking which Viper did on June 28, 2004. The court scheduled
a hearing for July 9, 2004. On July 8, 2004, the court issued a Tentative Ruling
denying Viper's motion for Preliminary Injunction. On July 9, 2004, a hearing
was held on the issue and on July 14, 2004, the court issued its order adopting
the Tentative Ruling, denying Viper's motion for Preliminary Injunction and
thereby extinguishing the previously granted Temporary Restraining Order.
Viper then sought, ex parte, to stay the court's order pending some
form of an appeal by Viper. A hearing was held on July 19, 2004, and the court
denied Viper's request. In October 2004, the Court sent all matters before the
San Diego Court to Arbitration. Presently the court proceedings are stayed
pending arbitration. The Arbitration proceeding is pending with a hearing
scheduled for September 2005.
August 5, 2004 the Third Judicial District Court in and For Salt Lake
County, State of Utah issued an order dissolving an order to Interplead Stock
entered by the Court on August 3, 2004 on behalf of Viper Networks. Furthermore
the Court stated: Because the Ex Parte Order to Interpleader Stock granted
injunctive relief and was WRONGFULLY entered, that the Company is entitled to
its reasonable attorney fees in an amount to be established.
On December 9, 2004, the Court issued a Preliminary Injunction against
Viper ordering Viper to cooperate in the sale of Viper Stock by the Company. On
or about January 13, 2005, the Court issued a show cause order whereby Viper is
required to show cause why it should not be held in contempt for violating the
Court's previous order. On March 8, 2005 the Court found Viper not to be in
contempt, re-affirmed its December 9, 2004 order and refused to clarify the
December 9, 2004 order.
The Company continues to have pending in the Utah court and action
against Viper and InterWest transfer seeking $500,000 of damages. This action
will likely be stayed pending outcome of the Arbitration proceeding in San
Diego.
In summary, this dispute arose in connection with the Company's
acquisition of shares of Viper Networks pursuant to a contract entered into on
or about April 25, 2003. Under Rule 144 of the Securities Act, once the stock
has been held for one year, said shares can be sold pursuant to Rule 144. The
Company commenced steps to sell the stock on or about May 3, 2004 at which time
it was informed that Viper would "block" any attempted sale.
The arbitration hearing was originally scheduled for September 2005 was
rescheduled for October 26, 27 and 28 2005. The actions in the San Diego Court
and the Salt Lake City court are presently stayed pending arbitration.
On or about February 2005, two Greenland shareholders, Jason Sunstein
and John Castiglione, sent a draft of a legal action against Greenland, its
officers and directors and former officers and directors of Greenland who were
also officers/directors of Imaging Technologies Corporation. Management believes
this threatened action is without merit. However, there is no assurance the
action will not be filed and if so, the Company will defend its interest against
Mr. Sunstein and Mr. Castiglione. Both Mr. Sunstein and Mr. Castiglione are
officers and/or directors of Viper Networks, Inc and management believes this
threatened litigation is related to the pending litigation with Viper.
In March 2005, the Company filed a lawsuit in the Superior Court of San
Diego against Dalrada Financial Corporation (formerly Imaging Technologies
Corporation) and its current and former directors Brian Bonar, Eric Gaer,
Richard Green, and Robert Dietrich. Bonar, Gaer, Green and Dietrich are all
former members of the Company's board of directors. The complaint also names the
Company's former Chief Financial Officer, James Downey, as a defendant. The
complaint alleges that Dalrada and these defendants conspired with each other to
misappropriate Greenland's assets for themselves. The complaint also names the
Company's former attorney, Owen Naccarato, as a defendant and alleges he
accepted shares of the Company's stock without paying for them and failed to
disclose to the Company his prior relationship with the other defendants or that
the other defendants were misappropriating the Company's assets. The Company
seeks over $2 million in damages.
34
All of the above defendants filed legal challenges to the Company's
complaint. On July 18, 2005, Judge Jeffrey Barton ruled that the Company had
stated legally sufficient claims against all defendants. The Court scheduled a
trial date in April 2006. Management feels strongly in the merits of its case.
On or about August Dalrada Financial Corporation, Robert Dietrich, Eric
Gaer, Brian Bonar, Richard Green and James Downey filed a cross-complaint in the
Superior Court of San Diego, (collectively, "Dalrada Defendants") naming
Greenland Corporation, Thomas Beener (current officer and Director of
Greenland), Gene Cross, George Godwin (former directors of Greenland) and Edwin
Sano as defendants (collectively, "Greenland Defendants"). The action alleges
breach of fiduciary duty, negligent misrepresentation, conspiracy, and legal
malpractice. While Dalrada Defendants claim that they are entitle to monetary
damages, no specific amount requested. The Greenland defendants have filed legal
challenges to the complaint and a hearing is scheduled for November 18, 2005 at
which time the court will rule on said challenges. This action is also scheduled
for trial in April 2006 and will be heard together with the above referenced
action. The Greenland defendants feel strongly in the merits of their defenses.
On or about March 2005, ExpertHr-Michigan, Inc , and ExpertHR, Inc,
both wholly owned subsidiary of Greenland Corporation was named in an amended
complaint filed by LM Insurance Corporation in United States District Court in
the Northern District of Illinois (collectively, "GRLC") . The original
complaint was filed by LM against SourceOne Group., Inc a/k/a and d/b/a
SourceOne Group, LLC and Payroll Services of Virginia; Dalrada Financial
Corporation, a/k/a and d/b/a Imaging Technologies Corporation (collectively,
"Dalrada"). The action relates to activities of Dalrada in its representation of
the Arena Football 2 Operating Company (AF2) and Dalrada failure to pay worker's
compensation insurance premiums to LM, after receiving payments from AF2 and/or
securing said coverage under false representations. GRLC was named only after
"representatives of Dalrada made representations that GRLC represented teams in
the AF2. GRLC has obtained counsel and filed a motion to dismiss based on the
factors that GRLC (i) does not do business in Illinois (ii) never represented
teams in the AF2 (iii) received no funds from AF2 teams (iv) was not a party to
any dealing with LM and/or Dalrada and/or Brian Bonar in connection with the
AF2. The Motion was heard and the court denied the motion without prejudice,
stating that after completion certain discovery, the Company could re-file its
motion to dismiss. LM conducted a deposition of a representative of the Company
in September 2005 in Chicago, Illinois. The Company is waiting for a response
from LM regarding their willingness to agree to dismissing the Company from the
case and in the vent no agreement is reached, the Company intends to re-file its
motion to dismiss.
On or about June 15, 2005 Alpha Capital Aktiengesellschaft ("ACA")
filed in Supreme Court of the State of New York County of New York, an action to
recover $173,000 plus interest in connection with and investment by ACA in 2003,
arranged by Brian Bonar and Dalrada. A hearing was scheduled for July 27, 2005.
In September 2005 the court issued a decision granting ACA a judgment of
$133,000. The Company has included the amount together with the interest in
accrued expenses and excluded the amount from the subscribed shares.
The Company's officers and directors are aware of no other threatened
or pending litigation, which would have a material, adverse effect on the
Company. From time to time the Company is a defendant (actual or threatened) in
certain lawsuits encountered in the ordinary course of its business, the
resolution of which, in the opinion of management, should not have a material
adverse effect on the Company's financial position results of operations, or
cash flows.
ITEM 2 - CHANGES IN SECURITIES
The Company had issued 115.1 million shares on January 14, 2003 to
Imaging Technologies Corporation (ITEC) pursuant to a share purchase agreement
for a convertible promissory note which was payable in two years, in the amount
of $2.25 million. The Company entered into a settlement agreement in the nine
month period ended September 30, 2004, whereby, 90 million shares was returned
to the Company in exchange of the promissory note (note 16).
The Company issued 7.5 million shares to retire notes payable in the
amount of $68 thousand for the nine months ended September 30, 2004.
35
The Company issued 9.5 million shares for services for the nine months
ended September 30, 2004. The Company has recognized expenses for such services
in the amount of $49 thousand in 2004.
The Company issued 5 million shares of common stock for unpaid salary
totaling $57 thousand in the period ended September 30, 2004.
The Company entered into a settlement with Mr. Ellis of all matters in
consideration of 1 million shares of the Company stock in the period ended
September 30, 2004.
The Company issued 2.5 million shares towards the exercise of option in
the period ended September 30, 2004.
ITEM 3 - DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 - Certification of the Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 - Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
(b) Reports on Form 8-K
None
36
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: November 9, 2005 By: /s/ Thomas J. Beener
----------------------
Thomas J. Beener
CEO, President
Date: November 9, 2005 By: /s/ Thomas Beener
----------------------
Thomas Beener
Chief Accounting Officer
37