As filed with the Securities and Exchange Commission on July 8, 2002
File No. 33-__________
----------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
GREENLAND CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEVADA . . . . . . . . . . . . . . . . . . . . 87-0439051
(State or other jurisdiction of incorporation. (I.R.S. Employer Identification
or organization). . . . . . . . . . . . . . . Number)
2111 PALOMAR AIRPORT ROAD, SUITE 200, CARLSBAD, CA 92009
(Address and zip code of principal executive offices)
EMPLOYEE COMPENSATION & CONSULTING SERVICES
(Full Title of the Plan)
GENE CROSS, 2111 PALOMAR AIRPORT ROAD, SUITE 200, CARLSBAD, CA 92009
(Name and Address of Agent for Service)
(760) 804-2770
(Registrant's telephone number, including area code of Agent for Service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: X
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities To be Offering Price Aggregate Registration
To be Registered. . Registered Per Share Offering Price Fee
- ------------------- ---------- --------------- --------------- -------------
Common Stock. . . . 71,000,000 $ 0.001 $ 71,000 $ 6.53
1) Calculated pursuant to rule 457(h).
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December 31,
2001, Form 10-QSB for the quarter(s) ended March 31, 2002, March 31, 2001, June
30, 2001 and September 30, 2001, Definitive Proxy 14A filed April 30, 2001 and
Amended Proxy filed July 16, 2001 and the Greenland Corporation 1999 Stock
Option Plan approved by shareholders on August 1999 under the Securities
Exchange Act of 1934 are hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment, which indicates
that all securities offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents, except as to any portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for
purposes of this Registration Statement of the extent that such statement is
replaced or modified by a statement contained in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Securities are registered under Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Does not apply.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
Section 78.751, as amended, of the General Corporation Laws of Nevada (the
"Act") provides that a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for those persons
as, and to the extent permitted by the Act.
The by-laws of the Company contain provisions indemnifying its directors
and officers to the extent permitted by 78.751, as amended, of the General
Corporation Laws of Nevada (the "Act"), as amended from time to time.
The Company's Certificate of Incorporation limits directors' liability for
monetary damages for breaches of their duties of care owed the Company to the
fullest extent permitted by Nevada law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does not apply
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Thomas Beener, Esquire
24.1 Consent of Kabani & Company, Inc.
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1)(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other that the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- --------------- -----------
5.1 Opinion of Thomas Beener, Esquire
24.1 Consent of Kabani & Company, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Carlsbad, State of California, on the 8th day of July
2002.
GREENLAND CORPORATION
By: __/s/ Gene Cross_
----------------
GENE CROSS, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
July 8, 2002 . . . . . . . /S/GENE CROSS
-------------
Gene Cross
Chief Financial Officer
- ---------------------------