UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
GREENLAND CORPORATION
(Name of Registrant as specified in its charter)
COMMISSION FILE NUMBER: 017833
Payment of Filing Fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
GREENLAND CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Shareholders of Greenland Corporation:
Notice is hereby given that a Special Meeting of the Shareholders of Greenland
Corporation (the "Company") will be held at the offices of Imaging Technologies
Corporation, 2111 Palomar Airport Road, Suite 200, Carlsbad, California 92009,
on October 15, 2002 at 10:00 AM, for the following purposes:
1. To approve an amendment to the Certificate of Incorporation in order to
effect a stock combination (reverse split) of the Common Stock in an exchange
ratio to be approved by the Board, ranging from one newly issued share for each
ten outstanding shares of Common Stock to one newly issued share for each fifty
outstanding shares of Common Stock; and
2. To approve the sale of 14,400,000 shares of the Company's common stock to
Imaging Technologies Corporation ("ITEC"), which, pursuant to the Agreement to
Acquire Shares (the "ITEC Agreement") entered into between the Company and ITEC
on August 5, 2002, would result in a change of control of the Company.
To transact such other business as may be properly brought before the Special
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 16, 2002 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Special Meeting. A list of such shareholders shall be open to the
examination of any shareholder at the Special Meeting and for a period of ten
days prior to the date of the Special Meeting at the offices of Greenland
Corporation.
Your Board of Directors has evaluated several alternatives to these proposals
and has concluded the proposed courses of action to be in the best interest of
the Company and its Stockholders and recommends a VOTE FOR each of the
proposals, which are detailed in the attached Information Statement.
To avoid the cost and inconvenience to all stockholders associated with a
special stockholders meeting and to attempt to resolves these matters prior to
the next annual meeting of stockholders, Greenland is seeking adoption of the
proposals through the written consent of the stockholders, in accordance with
Nevada Corporation Law. The proposals are very important to the Company and its
Stockholders and the vote of a majority of the outstanding shares of Common
Stock by written consent is necessary to constitute a quorum for the Proposals.
Your vote is very important to the future of the Company. Failure of these
proposals could have a material adverse effect on the Company and could result
in the inability of the Company to continue as a going concern.
Please review the enclosed information statement carefully and sign the enclosed
card to indicate whether you approve or disapprove of the proposed corporate
actions.
YOUR RESPONSE SHOULD BE RECEIVED NO LATER THAN THE OCTOBER 15, 2002 (THE
DEADLINE DESCRIBED IN THE INFORMATION STATEMENT) IN ORDER FOR YOUR VOTE TO BE
CONSIDERED. MOREOVER, WE REQUEST THAT YOU RESPOND PROMPTLY SO THAT WE MAY
RESOLVE THESE MATTERS AT THE EARLIEST POSSIBLE DATE. IF YOU FAIL TO RESPOND BY
THE OCTOBER 15, 2002 DEADLINE, YOUR SHARES WILL BE VOTED BY THE BOARD OF
DIRECTORS.
If you have any questions, please contact Tom Beener, Chief Executive Officer,
at Greenland during regular business hours.
By order of the Board of Directors
/s/ THOMAS J. BEENER
Thomas J. Beener
Chief Executive Officer
September 16, 2002
GREENLAND CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
Carlsbad, California
September 16, 2002
The Board of Directors of Greenland Corporation, a Nevada corporation (the
"Company" or "Greenland") is soliciting the enclosed Proxy for use at a Special
Meeting of Shareholders of the Company to be held on October 15, 2002 (the
"Special Meeting"), and at any adjournments thereof. The Company intends to mail
this Proxy Statement and accompanying proxy card on or about September 24, 2002
to all shareholders entitled to vote at the Special Meeting.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted FOR the amendment to the Articles
of Incorporation regarding common shares, and FOR the approval of the purchase
of 14,400,000 shares of Greenland common stock by Imaging Technologies
Corporation ("ITEC"). As to any other business, which may properly come before
the Special Meeting and submitted to a vote of the shareholders, Proxies
received by the Board of Directors will be voted in accordance with the best
judgment of the holders thereof.
A Proxy may be revoked by written notice to the Secretary of the Company at
any time prior to the Special Meeting, by executing a later Proxy or by
attending the Special Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to
the use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Company's mailing address is 2111 Palomar Airport Rd., Ste. 200,
Carlsbad, California 92009. This address is also the Company's corporate
headquarters.
VOTING
Shareholders of record at the close of business on September 16, 2002 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
or any adjournments thereof.
As of September 16, 2002, 480,023,397 shares of common stock, par value
$.001, of the Company ("Common Stock") were outstanding (excluding warrants and
options now exercisable to purchase 50,00,000 shares), representing the only
voting securities of the Company. Each share of Common Stock is entitled to one
vote.
Votes cast by Proxy or in person at the Special Meeting will be counted by
the person appointed by the Company to act as Inspector of Election for the
Special Meeting. The Inspector of Election will treat shares represented by
Proxies that reflect abstentions or include "broker non-votes" as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions or "broker non-votes" do not constitute a vote FOR or
AGAINST any matter and thus will be disregarded in the calculation of "votes
cast". Any unmarked Proxies, including those submitted by brokers or nominees,
will be voted FOR the proposals, as indicated in the accompanying Proxy card.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of September 16, 2002 by (i) each of
the Company's named executive officers and directors, (ii) the Company's named
executive officers and directors as a group and (iii) each person (or group of
affiliated persons) who is known by the Company to own beneficially more than 5%
of the Company's Common Stock. The business address is the same as that of the
Company unless otherwise indicated.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below is the same as that of the Company.
NUMBER OF SHARES PERCENT (1)
OFFICERS AND DIRECTORS . . . . . . . . . . . . BENEFICIALLY OWNED BENEFICIALLY
OWNED
Thomas J. Beener (2)
President, CEO, Director . . . . . . . . . . . 28,456,750 *
Gene Cross (3)
Director . . . . . . . . . . . . . . . . . . . 10,500,000 *
George Godwin (4)
Director . . . . . . . . . . . . . . . . . . . 600,000 *
Officers and directors as a group (3) persons. 39,556,750 *
BENEFICIAL OWNER OF MORE THAN 5%
* Indicates an amount less than 1%.
(1) Based on 480,023,397 shares of Common Stock outstanding as of September 16,
2002 plus 50,000,000 warrants and/or options now exercisable for a total of
530,023,397 shares fully diluted.
(2) Including options now exercisable to purchase 4,500,000 shares of Greenland
Corporation common stock at $.008 per share, and to purchase 15,150,245 shares
of Greenland Corporation common stock at $.016 per share (does not include
rights to receive options to purchase approximately 20,000,000 shares at .006
and does not include compensation owed Mr. Beener of approximately $250,000
which may be paid in the form of cash, stock and/or stock options).
(3) Including options now exercisable to purchase 450,000 shares of Greenland
Corporation common stock at $.05 per share.
(4) Including options now exercisable to purchase 150,000 shares of Greenland
Corporation common stock at $.15 per share and 450,000 shares of Greenland
Corporation common stock at $.05 per share.
PROPOSAL 1
APPROVAL OF AN AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO AFFECT A REVERSE SPLIT
OF THE COMMON STOCK
GENERAL
The Board has unanimously adopted resolutions proposing, declaring
advisable and recommending that stockholders authorize an amendment to the
Certificate of Incorporation to: (i) effect a stock combination (reverse split)
of the Company's Common Stock in an exchange ratio of one (1) newly issued share
for each fifty (50) outstanding shares of Common Stock (the "Reverse Split");
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and (ii) provide that no fractional shares or scrip representing fractions of a
share shall be issued, but in lieu thereof, each fraction of a share that any
stockholder would otherwise be entitled to receive shall be rounded up to the
nearest whole share. There will be no change in the number of the Company's
authorized shares of Common Stock and no change in the par value of a share of
Common Stock.
If the Reverse Split is approved, the Board will have authority, without
further stockholder approval, to affect the Reverse Split pursuant to which the
Company's outstanding shares (the "Old Shares") of Common Stock would be
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exchanged for new shares (the "New Shares") of Common Stock, in an exchange
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ratio of one (1) New Share for each fifty (50) Old Shares. The number of Old
Shares for which each New Share is to be exchanged is referred to as the
"Exchange Number". The Exchange Number may, within such range, be a whole number
---------
or a whole number and fraction of a whole number.
In addition, the Board will have the authority to determine the exact timing of
the effective date and time of the Reverse Split, which may be any time prior to
the filing of the Company's Form 10-KSB for fiscal year ending December 31,
2002, without further stockholder approval. Such timing and Exchange Number will
be determined in the judgment of the Board, with the intention of maximizing the
Company's ability to accomplish its financing objectives, to raise financing, to
issue shares of Common Stock pursuant to outstanding contractual obligations,
and for other intended benefits as the Company finds appropriate. See "--
Purposes of the Reverse Split," below. The text of this proposed amendment
(subject to inserting the effective time of the Reverse Split and the Exchange
Number) is set forth in Exhibit A to this Proxy Statement.
The Board also reserves the right, notwithstanding stockholder approval and
without further action by stockholders, to not proceed with the Reverse Split
if, at any time prior to filing this amendment with the Secretary of State of
the State of Nevada, the Board, in its sole discretion, determines that the
Reverse Split is no longer in the best interests of the Company and its
stockholders. The Board may consider a variety of factors in determining whether
or not to implement the Reverse Split and in determining the Exchange Number
including, but not limited to, the approval by the stockholders of Proposal 2,
which would result in a change of control of the Company, overall trends in the
stock market, recent changes and anticipated trends in the per share market
price of the Common Stock, business and transactional developments and the
Company's actual and projected financial performance.
PURPOSES OF THE REVERSE SPLIT
The Common Stock is quoted on the NASD Electronic Bulletin Board. The closing
bid price on September 16, was $0.0012.
The primary purpose of the Reverse Split is to reduce the amount of the
Company's Common Stock that is issued and outstanding. At the current market
value of the Common Stock, obtaining any kind of financing for the Company would
be difficult without exhausting the current authorization, which is 500,000,000.
The purpose of the Reverse Split would also be to increase the market price of
the Common Stock in order to make the Common Stock more attractive to raise
financing, and as a possible currency for acquisitions and other transactions.
THERE CAN BE NO ASSURANCE, HOWEVER, THAT, EVEN AFTER CONSUMMATING THE REVERSE
SPLIT, THE COMPANY WILL BE ABLE TO UTILIZE ITS COMMON STOCK IN ORDER TO
EFFECTUATE FINANCING OR ACQUISITION TRANSACTIONS.
Furthermore, a Reverse Split would allow the Company to issue shares pursuant to
its obligations under the ITEC Agreement, as it would reduce the number of
shares of Common Stock outstanding and make available shares of authorized
Common Stock to issue as required.
Giving the Board authority to implement the Reverse Split will help avoid the
necessity of calling a special meeting of stockholders under time constraints to
authorize a reverse split should it become necessary in order to seek to
effectuate a financing or acquisition transaction at a future time.
The Reverse Split will not change the proportionate equity interests of the
Company's stockholders, nor will the respective voting rights and other rights
of stockholders be altered, except for possible immaterial changes due to
rounding up to eliminate fractional shares. The Common Stock issued pursuant to
the Reverse Split will remain fully paid and non--assessable. The Company will
continue to be subject to the periodic reporting requirements of the Securi-ties
Exchange Act of 1934, as amended.
CERTAIN EFFECTS OF THE REVERSE SPLIT
The following table illustrates the principal effects of the Reverse Split
to the 480,023,397 shares of Common Stock outstanding as of September 16, 2002:
Prior to After 1-for-50
Reverse Split Reverse Split
Number of Shares
Common stock authorized . . . . 500,000,000 500,000,000
Outstanding (1) . . . . . . . . 480,023,397 9,600,467
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Available for future issuances. 19,976,603 490,399,533
(1) Gives effect to the Reverse Split, excluding New Shares to be issued in
lieu of fractional shares. Excludes, on a pre-Reverse Split basis:
approximately 50,000,000 shares of Common Stock which were subject to
outstanding options and warrants; and 40,000,000 additional shares of Common
Stock which would be available for the grant of future options if the Company's
Stock Option Plans were fully funded. Upon effectiveness of the Reverse Split,
each option and warrant would entitle the holder to acquire a number of shares
equal to the number of shares which the holder was entitled to acquire prior to
the Reverse Split divided by the Exchange Number at the exercise price in effect
immediately prior to the Reverse Split multiplied by the Exchange Number.
Stockholders should recognize that, if the Reverse Split is effectuated,
they will own a fewer number of shares than they presently own. While the
Company expects that the Reverse Split will result in an increase in the market
price of the Common Stock, there can be no assurance that the Reverse Split will
increase the market price of the Common Stock by a multiple equal to the
Exchange Number or result in a permanent increase in the market price (which is
dependent upon many factors, including the Company's performance and prospects).
Also, should the market price of the Company's Common Stock decline after the
Reverse Split, the percentage decline may be greater than would pertain in the
absence of the Reverse Split. Furthermore, the possibility exists that
liquidity in the market price of the Common Stock could be adversely affected by
the reduced number of shares that would be out-standing after the Reverse Split.
In addition, the Reverse Split will increase the number of stockholders of the
Company who own odd-lots (less than 100 shares). Stock-holders who hold odd-lots
typically will experience an increase in the cost of selling their shares, as
well as greater difficulty in effecting such sales. In addition, an increase in
the number of odd-lot holders will reduce the number of holders of round lots
(100 or more shares), which could adversely affect the Nasdaq listing
requirement that the Company have at least 300 round lot holders. Consequently,
there can be no assurance that the Reverse Split will achieve the desired
results that have been outlined above.
Stockholders should also recognize that, as indicated in the foregoing
table, there will be an increase in the number of shares, which the Company will
be able to issue from authorized but unissued shares of Common Stock. As a
result of any issuance of shares, the equity and voting rights of holders of
outstanding shares may be diluted.
PROCEDURE FOR EFFECTING REVERSE SPLIT AND EXCHANGE OF STOCK CERTIFICATES
If this amendment is approved by the Company's stockholders, and if the
Board still believes that the Reverse Split is in the best interests of the
Company and its stockholders, the Company will file the amendment with the
Secretary of State of the State of Nevada at such time as the Board has
determined the appropriate effective time for such split. The Board may delay
effecting the Reverse Split, which may be any time prior to the filing of the
Company's Form 10-KSB for the fiscal year ending December 31, 2002, without
further stockholder approval. he Reverse Split will become effective on the
date of filing the amendment at the time specified in the amendment (the
"Effective Time"). Beginning at the Effective Time, each certificate
representing Old Shares will be deemed for all corporate purposes to evidence
ownership of New Shares.
As soon as practicable after the Effective Time, stockholders will be notified
that the Reverse Split has been effected. The Company expects that its transfer
agent will act as exchange agent (the "Exchange Agent") for purposes of
implementing the exchange of stock certificates. Holders of Old Shares will be
asked to surrender to the Exchange Agent certifi-cates representing Old Shares
in exchange for certificates representing New Shares in accor-dance with the
procedures to be set forth in a letter of transmittal to be sent by the Exchange
Agent. No new certificates will be issued to a stockholder until such
stockholder has surrendered such stockholder's outstanding certificate(s)
together with the properly completed and executed letter of transmittal to the
Exchange Agent. Any Old Shares submitted for transfer, whether pursuant to a
sale or other disposition, or otherwise, will automatically be exchanged for New
Shares at the exchange ratio. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATE UNTIL REQUESTED TO DO SO BY
THE COMPANY OR THE EXCHANGE AGENT.
FRACTIONAL SHARES
No scrip or fractional certificates will be issued in connection with the
Reverse Split. Any fraction of a share that any stockholders of record
otherwise would be entitled to receive shall be rounded up to the nearest whole
share.
NO DISSENTER'S RIGHTS
Under Nevada law, stockholders are not entitled to dissenter's rights with
respect to the proposed amendment.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The following is a summary of certain material U.S. federal income tax
consequences of the Reverse Split and does not purport to be complete. It does
not discuss any state, local, foreign or minimum income or other U.S. federal
tax consequences. Also, it does not address the tax consequences to holders that
are subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. The discussion is
based on the provisions of the U.S. federal income tax law as of the date
hereof, which is subject to change retroactively as well as prospectively. This
summary also assumes that the Old Shares were, and the New Shares will be, held
as a "capital asset," as defined in the Code (generally, property held for
investment). The tax treatment of a stockholder may vary depending upon the
particular facts and circumstances of such stockholder. EACH STOCKHOLDER SHOULD
CONSULT WITH SUCH STOCKHOLDER'S OWN TAX ADVISOR WITH RESPECT TO THE CONSEQUENCES
OF THE REVERSE SPLIT.
The Reverse Split is an isolated transaction and is not part of a plan to
periodically increase any stockholder's proportionate interest in the assets or
earnings and profits of the Company. As a result, no gain or loss should be
recognized by a stockholder of the Company upon such stockholder's exchange of
Old Shares for New Shares pursuant to the Reverse Split. The aggregate tax
basis of the New Shares received in the Reverse Split will be the same as the
stockholder's aggregate tax basis in the Old Shares exchanged therefor. The
stockholder's holding period for the New Shares will include the period during
which the stockholder held the Old Shares surrendered in the Reverse Split.
REQUIRED VOTE
In accordance with the Nevada Corporation Law and the Certificate of
Incorporation, the affirmative vote of a majority of the shares represented and
voting at the Meeting is required to adopt this proposed amendment. As a
result, any shares not voted (whether by abstention, broker non-vote or
otherwise) will have the same effect as a vote against the proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 1, subject to the
requisite approval by the Company's Stockholders. The affirmative vote of a
majority of the outstanding shares of Common Stock is required to adopt the
Proposal. The Board of Directors of the Company has considered the Proposal and
recommends that the Company's Stockholders adopt the Proposal as set forth in
this information statement. Furthermore, the Approval of Proposal 1 is required
in order to affect Proposal 2.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.
PROPOSAL 2
APPROVAL OF THE SALE OF SHARES TO IMAGING TECHNOLOGIES CORPORATION
CHANGE OF CONTROL
On August 5, 2002, the Company entered into an Agreement to Acquire Shares
(Exhibit B to this Proxy Statement) with Imaging Technologies Corporation
("ITEC") (the "ITEC Agreement"), pursuant to which the material terms include:
(i) Prior to the Closing (as defined in the ITEC Agreement), Greenland will
complete a reverse split, or consolidation, of its shares of common stock at a
ratio of 1 new Greenland share for 50 current Greenland shares (the "Reverse
Date")
(ii) At the Closing, Greenland will issue to ITEC a sufficient quantity of
shares of Greenland common stock, which will carry a legend indicating that
they have not been registered with the Securities and Exchange Commission (SEC)
such that ITEC will own at least sixty percent (60%) of the total issued and
outstanding common stock of Greenland as of the Reverse Date.
(iii) If, ninety (90) days after the Closing, Greenland has booked PEO contracts
in the minimum amount of Two million dollars ($2,000,000.00) per month,
warrants, will vest to ITEC, to purchase a sufficient number of shares of
Greenland common stock upon exercise of such warrants, ITEC would own at least
seventy percent (70%) of the issued and outstanding common stock of Greenland as
of the Reverse Date.
(iv) If, ninety (90) days thereafter, Greenland has booked PEO contracts in the
minimum amount of Three million dollars ($3,000,000.00) per month, warrants,
will vest to ITEC, to purchase a sufficient number of shares of Greenland
common stock that, upon exercise of such warrants, ITEC would own at least
Eighty percent (80%) of the issued and outstanding common stock of Greenland as
of the Reverse Date.
(v) If, ninety (90) days thereafter, Greenland has booked PEO contracts in the
minimum amount of Four million dollars ($4,000,000.00) per month, warrants, will
vest to ITEC, to purchase a sufficient number of shares of Greenland common
stock that upon exercise of these warrants, ITEC would own at least Ninety
percent (90%) of the issued and outstanding common stock of Greenland as of the
Reverse Date.
The issuance of the Common Stock will result in a Change of Control because
ITEC will own a majority of the issued and outstanding shares of Greenland. Upon
the purchase of 14,400,000 shares (based on issued and outstanding of
480,023,397 as of Reverse Date. Number of shares could change if issued and
outstanding is greater than 480,023,397 at Reverse Date), ITEC will own a sixty
percent (60%) ownership interest in Greenland. If ITEC were to purchase
additional shares pursuant to the warrants, it would own ninety-one percent
(91%) of the issued and outstanding shares of Greenland. There are no
anti-dilution provisions to the shares to be issued to ITEC.
ITEC will pay for the initial 14,400,000 shares through the issuance of a
Convertible Note, at the market price at the Closing Date of the ITEC Agreement.
ITEC will be able to exercise warrants between ninety (90) and two hundred
seventy (270) days following such Closing Date, depending upon certain
performance criteria.
ITEC intends to operate its future professional employer organization
("PEO") business in Greenland, and will be able to exercise all of its warrants
to purchase our common stock when revenues reach $5,000,000 per month.
The PEO business provides a broad range of services associated with staff
leasing and facilities 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.
The income model for the PEO business generally revolves around fees
charged per employee. While gross profit is low, revenues are generally
substantial. To this end, ITEC has begun a series of acquisitions of small PEO
firms with the objective of acquiring $150 million in annual revenues in fiscal
2003. Each acquisition will include existing management and staff in order to
assure continuity in operations.
The PEO industry collectively serves approximately 4 million work site
employees in the United States. The target market for the PEO industry is
represented by companies with 100 or fewer employees; a market of approximately
60 million people.
The PEO industry began in 1985 with approximately 14,000 employees
collectively under management. According to the National Association of
Professional Employer Organizations ("NAPEO"), there are approximately 900 PEO
firms operating in the U.S., in nearly every state.
NAPEO reports that current PEO industry revenues are approximately $18
billion. The average annual growth rate of the industry, since 1985, has been
15%.
According to the U.S. Small Business Administration ("SBA"), the U.S. has
over 6 million small businesses, defined as those companies with 100 or fewer
employees, representing over 99% of all businesses. The U.S. Census Bureau
reports that small businesses represent the fastest growing segment of U.S.
employment and commerce, representing an estimated annual payroll of $1.4
trillion.
A typical PEO client company has 12 work site employees and an average
annual pay per work site employee of $22,517.
The Board believes that the approval of the ITEC Agreement and the
resulting change in control is in the best interests of Greenland shareholders.
Currently, Greenland operations are minimal; and, based upon the Company's
financial condition, the prospects for establishing or growing its operations
are poor. ITEC's PEO operations will serve to provide substantially more
revenues to Greenland than currently forecast. Furthermore, the nature of the
PEO business could provide a market for the Company's MaxCash ABM business.
If this proposal is approved, ITEC will own a controlling interest in
Greenland. Pursuant to the ITEC Agreement, the current Board of Directors and
Officers of Greenland will resign in favor of nominees of ITEC.
TO FACILITATE THIS TRANSACTION GREENLAND ACQUIRED A WHOLLY-OWNED SUBSIDIARY
EXPER HR AND TO DATE ITEC HAS CAUSED APPROXIMATELY $5 MILLION OF ANNUAL BILLINGS
TO BE AWARDED TO EXPERT HR. IN THE EVENT, SHAREHOLDERS OF GREENLAND DO NOT
APPROVAL PROPOSAL 1 AND PROPOSAL 2, GREENLAND WILL SELL EXPERT HR TO ITEC
AND/OR ITS DESIGNEE FOR A NOMINAL SUM SO THAT ITEC CAN RETAIN SAID PEO REVENUES.
In accordance with the Nevada Corporation Law and the Certificate of
Incorporation, the affirmative vote of a majority of the shares represented and
voting at the Meeting is required to adopt this proposed amendment. As a
result, any shares not voted (whether by abstention, broker non-vote or
otherwise) will have the same effect as a vote against the proposal.
DUE TO THE COST ASSOCIATED WITH PRINTING AND MAILING TO APPROXIMATELY 8,000
SHAREHOLDERS THE ITEC AGREEMENT IDENTIFIED AS EXHIBIT B (AND FILED WITH THE SEC)
WILL BE PROVIDED IN HARD COPY ONLY UPON REQUEST OF A SHAREHOLDER. HOWEVER
SHAREHOLDERS CAN VIEW SAID DOCUMENT ELECTRONICALLY THOROUGH SEC EDGAR DATA BASE
AND OR THE COMPANY WILL SEND VIA E-MAIL UPON REQUEST.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 2, subject to the
requisite approval by the Company's Stockholders. The affirmative vote of a
majority of the outstanding shares of Common Stock is required to adopt the
Proposal. The Board of Directors of the Company has considered the Proposal and
recommends that the Company's Stockholders adopt the Proposal as set forth in
this information statement.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.
OTHER MATTERS
The Board of Directors does not know of any matter to be presented at the
Annual Meeting, which is not listed on the Notice of Annual Meeting and
discussed above. If other matters should properly come before the meeting
however, the persons names in the accompanying Proxy will vote all Proxies in
accordance with their best judgment.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ THOMAS J. BEENER
Thomas J. Beener
Chief Executive Officer