SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
COMMISSION FILE NUMBER: 017833
GREENLAND CORPORATION
(Exact Name of Registrant as specified in its charter)
NEVADA 87-0439051
(State of other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
17075 VIA DEL CAMPO
SAN DIEGO, CA 92127
(Address of principal executive offices)
(858) 451-6120
(Issuer's telephone number)
2111 PALOMAR AIRPORT ROAD, SUITE 200
CARLSBAD, CA 92009
(Prior Address)
(760) 804-2770 (Prior 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.
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
9,289,268 SHARES OUTSTANDING AS OF NOVERMBER 13, 2002
DOCUMENTS INCORPORATED BY REFERENCE
Traditional Small Business Disclosure Format (check one): YES NO
GREENLAND CORPORATION
REPORT ON FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2002
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Consolidated balance sheets as of September 30, 2002
Consolidated statements of operations for the three and nine months ended
September 30, 2002 and 2001
Consolidated statements of cash flows for the nine months ended September 30,
2002 and 2001
Notes to consolidated financial statements
Item 2. Management's discussion and analysis of financial condition and
results of operations
Part II. Other Information
Signatures
GREENLAND CORPORATION
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 2002
(in thousands, except share amounts)
ASSETS
- ----------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash & cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
-------------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162
PROPERTY AND EQUIPMENT, NET. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 422
OTHER ASSETS
Intangibles, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 733
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
-------------------
$ 1,346
===================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 792
Accrued expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,251
Note payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399
Note payable-related party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198
Current maturities of obligations under capital lease . . . . . . . . . . . . . . . 141
-------------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,781
Long term debt
Obligations under capital lease less current maturities. . . . . . . . . . . . . . . . . 58
COMMITMENTS
STOCKHOLDERS' EQUITY
Convertible Preferred Class A stock, $.001 par value;
authorized shares 10,000, issued and
outstanding shares 0. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
Common stock, $.001 par value; authorized shares
500,000,000, issued and outstanding shares 9,289,268 . . . . . . . . . . . . . . 468
Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,135
Subscribed shares and receivables . . . . . . . . . . . . . . . . . . . . . . . . . (597)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,499)
-------------------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . (1,493)
-------------------
$ 1,346
===================
The accompanying notes are an integral part of these consolidated financial statements.
GREENLAND CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
Thousands except per share amounts. . . . . . . . . . . . SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
--------
Net sales . . . . . . . . . . . . . . . . . . . . . . . . $ -0- $ -0- $ -0- $ 189
-------------------- ------------------- -------- --------
Cost of goods sold. . . . . . . . . . . . . . . . . . . . 101 133 304 650
Gross profit (loss) . . . . . . . . . . . . . . (101) (133) (304) (461)
General and administrative expenses . . . . . . . . . . . 280 685 1,675 2,781
Research and development costs. . . . . . . . . . . . . . -0- 2 -0- 87
Total operating costs . . . . . . . . . . . . . 280 687 1,675 2,868
-------------------- ------------------- -------- --------
Operating loss. . . . . . . . . . . . . . . . . (381) (820) (1,979) (3,329)
Other income (expenses):
Loss on sale of assets . . . . . . . . . . . . . . . . -0- (35) (3) (519)
Gain on investment disposal. . . . . . . . . . . . . . -0- -0- 150 -0-
Impairment on goodwill. . . . . . . . . . . . . . . . -0- -0- (1,565) -0-
Termination of lease cost. . . . . . . . . . . . . . . -0- -0- -0- (212)
Warrant costs - equity investor . . . . . . . . . . . -0- -0- -0- (138)
Interest expense . . . . . . . . . . . . . . . . . . . (23) (31) (95) (85)
Other income (expense) . . . . . . . . . . . . . . . . -0- -0- -0- (16)
Total other income (expense) . . . . . . . . . . (23) (66) (1,513) (970)
-------------------- ------------------- -------- --------
Loss before income tax and extraordinary item . . . . . . (404) (886) (3,492) (4,299)
Provision for Income tax. . . . . . . . . . . . . . . . . -0- -0- -0- 2
Net Loss before extraordinary item. . . . . . . . . . . . (404) (886) (3,492) (4,301)
-------------------- ------------------- -------- --------
Extraordinary item - loss on settlement of debts. . . . . (126) -0- (485) -0-
Net loss. . . . . . . . . . . . . . . . . . . . . . (530) (886) (3,977) (4,301)
Other comprehensive income, net of tax:
Unrealized loss on investments . . . . . . . . . . . . -0- -0- -0- (67)
Plus: reclassification adjustment for losses included
in net income . . . . . . . . . . . . . . . . . . -0- -0- -0- 382
Other comprehensive income . . . . . . . . . . . . -0- -0- -0- 315
-------------------- ------------------- -------- --------
Comprehensive loss. . . . . . . . . . . . . . . . . . $ (530) $ (886) $(3,977) $(3,986)
Basic and diluted net loss per share. . . . . . . . . . . (0.07) (0.33) (0.69) (2.12)
==================== =================== ======== ========
Basic and diluted weighted average number
of common stock outstanding. . . . . . . . . . . . 7,607, 2,698, 5,744 2,033
==================== =================== ======== ========
The basic and diluted net income (loss) per share has been restated to
retroactively effect a reverse stock split of 50:1.
See accompanying notes to condensed consolidated financial statements
GREENLAND CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
(in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2002 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(3,977) $(4,301)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . 367 587
Allowance for doubtful accounts. . . . . . . . . . . . . . . . . . . . . . . . . 258 100
Issuance of Warrant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 138
Options issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . - 195
Loss (gain) on the sale of assets & disposal of investments . . . . . . . . . . . (147) 519
Impairment of goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,565 -
Net loss on settlement of debt. . . . . . . . . . . . . . . . . . . . . . . . . . 485 -
Stock issued for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 657 1,313
Stock issued for salaries & reimbursement . . . . . . . . . . . . . . . . . . . . 196 -
(Increase) / decrease in current assets:
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (116)
Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 34
Prepaid Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 -
Other asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (50)
Increase / (decrease) in current liabilities:
Account payable and accrued expense. . . . . . . . . . . . . . . . . . . . . . 497 420
-------- --------
Total Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,918 3,140
-------- --------
Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . (59) (1,161)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of software and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . - (60)
Proceeds from sale of investments . . . . . . . . . . . . . . . . . . . . . . . . . . - 164
-------- --------
Net cash provided by in investing activities. . . . . . . . . . . . . . . . . . . . . - 104
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of warrants & options . . . . . . . . . . . . . . . . . . . - 874
Principal payments on capital leases . . . . . . . . . . . . . . . . . . . . . . . . . (104) (85)
Principal payments on line of credit . . . . . . . . . . . . . . . . . . . . . . . . . (39) (10)
Proceeds from note payable-related party . . . . . . . . . . . . . . . . . . . . . . . 196 235
-------- --------
Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . . . 53 1,014
NET DECREASE IN CASH & CASH EQUIVALENT . . . . . . . . . . . . . . . . . . . . . . . . . (6) (43)
CASH & CASH EQUIVALENT, BEGINNING BALANCE. . . . . . . . . . . . . . . . . . . . . . . . 7 75
-------- --------
CASH & CASH EQUIVALENT, ENDING BALANCE . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 $ 32
======== ========
SUPPLEMENTAL INFORMATION:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19 $ 31
======== ========
Cash paid for income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ - $ -
======== ========
The accompanying notes are an integral part of these consolidated financial statements.
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 two years ended December 31,
2001 was filed on April 18, 2002 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 months period ended September 30, 2002 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2002.
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 $2.6 million and an accumulated deficit of $30.5 million as of
September 30, 2002. 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.
On March 28, 2001, the Company announced that it had entered an agreement with a
NASD approved Underwriter, referred to in Company communications as an
"institutional private equity investor," under which the Underwriter agreed to
purchase shares of the Company's common stock over the next three years.
Generally, under the terms of the agreement, the Underwriter has agreed to
purchase such amounts of common stock as the Company elects to sell the
Underwriter. The purchase price for the shares is generally the lesser of (1)
the market price less $0.075 per share or (2) 93% of the market price. The
agreement limits the amount of common shares that the Underwriter is obligated
to purchase during any 61-day period to 9.9% of the total common shares
outstanding and is subject to an overall cap of $35 million over the three-year
term of the agreement. The Underwriter's obligation to purchase shares
terminates upon the occurrence of various events as specified in the agreement.
The actual amount of common stock that the Underwriter may purchase is dependant
on, among other things, (1) the market price of the Company's stock and (2)
whether a termination event occurs. The agreement must be registered and
declared effective by the Securities and Exchange Commission. In consideration
for executing the agreement, the Underwriter will receive warrants to purchase
5,390,000 shares of Common stock. There can be no assurance that the Company
will sell any stock to the Underwriter under the terms of the agreement.
NOTE 3. RECENT PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations". SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001, and addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This statement supersedes SFAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.
The adoption of above pronouncements did materially impact the Company's
financial position or results of operations (NOTE 8).
In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145"). SFAS 145 rescinds the automatic treatment of gains or losses from
extinguishments of debt as extraordinary unless they meet the criteria for
extraordinary items as outlined in APB Opinion No. 30, Reporting the Results of
Operations, Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning after May 15, 2002, with early adoption encouraged. All other
provisions of SFAS 145 are effective for transactions occurring after May 15,
2002, with early adoption encouraged. The Company does not anticipate that
adoption of SFAS 145 will have a material effect on our earnings or financial
position.
In June 2002, the FASB issued SFAS No. 146 " Accounting for Costs Associated
with exit or Disposal Activities." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." This Statement
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Under Issue 94-3 a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment to an exit plan. This statement will not have a material impact on
the Company's financial statements.
NOTE 4. INVENTORIES
Inventories at September 30, 2002 were as follows:
(In thousands)
Raw materials . . . . . . . . . $ 293
Work-in-progress. . . . . . . . -0-
Finished goods. . . . . . . . . -0-
---------------
293
Less allowance for obsolescence (147)
---------------
$ 146
===============
Inventories are stated at lower of cost, first-in first-out basis or market.
Provision for potentially obsolete or slow moving inventory is made based on
management's analysis of inventory levels.
NOTE 5. ACCOUNTS RECEIVABLE
The Company entered into an agreement with CardPlus International, Inc., the
nations only certified minority electronic payments processor. Pursuant to the
agreement, CardPlus purchased six MAXcash ABM's and licensed the Company's
intellectual property to establish an electronic transaction and data processing
center. This transaction was the first purchase under the Company's ongoing
strategy to aggressively pursue sales of the MAXcash ABM to customers that have
their own processing capabilities. In addition, this transaction was the first
in the Company's strategy to license its intellectual property. The Company has
fully reserved against the receivable given the probability of collection.
NOTE 6. PROPERTY AND EQUIPMENT
Net property and equipment at September 30, 2002 was as follows:
(In thousands)
Computers and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 144
Furniture & equipment under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 537
Demonstration equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -0-
----------
870
Accumulated depreciation & amortization
(Including accumulated amortization of
$204,249 on leased assets). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (448)
----------
$ 422
==========
Depreciation expenses, including amortization of capital lease assets, for the
nine months ended September 30, 2002 and 2001 were $114 thousand and $207
thousand, respectively.
NOTE 7. INVESTMENT & ACQUISITION
On September 28, 2001 the Company purchased 100,000 shares of common stock,
representing five percent of the issued and outstanding shares of common stock,
of ZZYZX Peripherals, Inc (the "ZZYZX Shares"). The Company acquired the ZZYZX
Shares for 60 shares of Class A Convertible Preferred shares of the Company (the
"Company Shares"). The investment was carried at a cost of $600,000 determined
by fair value of the Class A Convertible Preferred Stock issued and exchanged.
On December 31,2001, the Company determined the fair value of the investment at
$450,000 based upon market value of the investment. The Company charged to
earnings $150,000 in 2001, as other than temporary impairment of the investment.
On June 10, 2002, this purchase agreement was rescinded and both parties
returned the shares received upon purchase. The Company reversed $150,000
charged in 2001 as a gain on disposal of investment in the nine month period
ended September 30, 2002.
NOTE 8. INTANGIBLE ASSETS
Intangible assets at September 30, 2002 consisted of the following:
(In thousands)
Capitalized software costs . . . . $ 1,013
Licenses . . . . . . . . . . . . . 675
Excess of purchase price over fair
value of net assets acquired . . . -
---------------
1,688
Less accumulated amortization. . . (955)
---------------
$ 733
===============
During 1998, as part of the purchase of the net assets of Check Central, Inc.,
the Company acquired licenses to use certain software in the development of
check cashing machines. The Company is amortizing these licenses over 5 years.
The excess of the purchase price over the fair value of the identifiable net
assets acquired was capitalized and is being amortized over 12 years.
The Company reviews its intangibles for impairment whenever events and
circumstances indicate that the carrying amount of an asset may not be
recoverable. Management evaluates assets for impairment by comparing
undiscounted future cash flows to the carrying amount of the assets. If
impairment exists, the amount of impairment is measured as the amount by which
the carrying amount of the asset exceed it's fair value.
NOTE 9. ACCRUED EXPENSES
Accrued expenses at September 30, 2002 are as follows:
(in thousands)
Accrued monthly expenses . . . . . . $ 478
Accrued payroll liabilities. . . . . 649
Accrued interest . . . . . . . . . . 89
Accrued warranty expense . . . . . . 5
Customer deposits. . . . . . . . . . 3
Customer prepaid communication costs 27
---------------
$ 1,251
===============
NOTE 10. NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties at September 30, 2002 were as follows:
(in thousands)
Note payable to a stockholder and officer of the Company.
Unsecured, and interest at 8%. Principal due February 2002.. . . . $ 2
Note payable to a stockholder and employee of the Company.
Unsecured, and interest at 8%. Principal due at various dates
through September 2003. . . . . . . . . . . . . . . . . . . . . . . 151
Notes payable to a stockholder and officer of the Company. Interest
at 8%. Principal due at various dates through April 2003.. . . . . 45
---------------
$ 198
===============
NOTE 11. NOTES PAYABLE
Notes payable at September 30, 2002 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
Revolving Line-of-credit agreement with a commercial bank, which
allows for advances up to a maximum of $150 thousand. The line
expires on July 17, 2003. Interest at the bank's reference rate plus 2.0%
but not less than 8.5%. The line will be secured by company assets and
personally guaranteed by a director and stockholder of the Company. . . . 79
---------------
$ 399
===============
NOTE 12. 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,
2002.
COMMON STOCK ISSUED IN EXCHANGE FOR SERVICES
The Company issued 200 million and 25 million shares of its pre-reverse split
common stock for services for the nine months ended September 30, 2002 and 2001,
respectively. The Company has recognized expenses for such services in the
amount of $657 thousand and $1.3 million in 2002 and 2001, respectively.
The Company issued 82 million shares of pre-reverse split common stock for
salaries totaling $196 thousand in the period ended September 30, 2002.
The Company issued 8 million and 1.8 million shares of its pre-reverse split
common stock for repayment of notes payable to related parties totaling $8
thousand and $108 thousand for the nine months ended September 30, 2002 and
2001, respectively.
During the period ended September 30, 2001, the Company issued shares in
exchange for a note receivable in the amount of $250 thousand and acquired
assets in the amount of $20 thousand by issuing stock. Also, during the period
ended September 30, 2001, the Company issued non-qualified options and warrants
to employees and directors to purchase 34 million shares with a weighted average
strike price of $.003 and recorded a $195 thousand expense. The Company issued
5.4 million warrants to an equity investor and recorded a $138 thousand other
expense in the period ended September 30, 2001.
NOTE 13. BASIC AND DILUTED NET LOSS PER SHARE
Basic and diluted net loss per share for the three and nine month periods ended
September 30, 2002 and 2001 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 14. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
The Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95.
The cash flow statements do not include following non-cash investing and
financing activities:
The Company paid for services in the amount of $657 thousand and $1.3 million
for the nine months ended September 30, 2002 and 2001, respectively, by issuing
its common stock.
The Company paid for salary in the amount of $196 thousands for the nine months
ended September 30, 2002 by issuing common stock.
The Company repaid notes payable to related parties of $8 thousand and $108
thousand for the nine months ended September 30, 2002 and 2001 by issuance of
stock.
The Company issued non-qualified options to employees and directors to purchase
34 million shares and recorded $195 thousand expense for the nine months ended
September 30, 2001.
The Company issued 5.4 million warrants to an equity investor and recorded $138
thousand as other expense for the nine month ended September 30, 2001.
NOTE 15. SEGMENTS AND MAJOR CUSTOMERS
The Company has two reportable segments consisting of (1) the sale and
distribution of automatic check cashing machines and (2) customer service and
fee income earned through check cashing transaction processing. The accounting
policies of the segments are the same as those described in the summary of
significant accounting policies. The Company evaluates performance based on
sales, gross profit margins and operating profit before income taxes.
The following is information for the Company's reportable segments for the nine
month ended September 30, 2002 (in thousands):
Sales Segment Processing Segment Unallocated Total
-------------- -------------------- ------------- --------
Revenue. . . . . . . . . . . . . . . . $ -0- $ -0- $ -0- $ -0-
Gross margin . . . . . . . . . . . . . -0- (304) -0- (304)
Depreciation and amortization. . . . . -0- 304 63 367
Interest expense . . . . . . . . . . . -0- -0- 95 95
Other, net . . . . . . . . . . . . . . -0- -0- (3,093) (3,093)
Loss from continuing operations before
income taxes. . . . . . . . . . . . -0- (304) (3,188) (3,492)
Identifiable assets. . . . . . . . . . 146 733 467 1,346
Capital expenditures . . . . . . . . . -0- -0- -0- -0-
The following is information for the Company's reportable segments for the nine
month ended September 30, 2001(in thousands):
Sales Segment Processing Segment Unallocated Total
--------------- -------------------- ------------- --------
Revenue . . . . . . . . . . . . $ 173 $ 16 $ -0- $ 189
Gross margin. . . . . . . . . . (2) (459) -0- (461)
Depreciation and amortization . 10 308 269 587
Interest expense. . . . . . . . -0- -0- 85 85
Other, net. . . . . . . . . . . -0- -0- (3,753) (3,753)
Loss from continuing operations
before income taxes. . . . . (2) (459) (3,838) (4,299)
Identifiable assets . . . . . . 285 2,679 1,356 4,320
Capital expenditures. . . . . . -0- -0- 60 60
The above negative gross margins include fixed overhead costs for expenses such
as supervision, labor, amortization and depreciation, communications, and
facilities, as well as the direct costs to manufacture and service the automated
banking machines.
NOTE 16. 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. Although the Company and
Seren resolved the dispute between each other and entered into settlement
agreement, none of the parties have brought suit against the Company and/or
Seren at this time. There is no assurance, however, that such suit(s) will not
be brought in the future.
On May 23, 2001 the Company filed a Complaint in San Diego County naming Michael
Armani as the defendant. The Complaint alleges breach of contract by Michael
Armani in connection with two separate stock purchase agreements. The Company
seeks damages in the amount of $474,595. On August 7, 2001 the Company filed a
request for Entry of Default against Mr. Armani in the amount of $474,595 and
the court granted entry of default. Subsequently Mr. Armani filed a motion to
set aside the entry of default and on October 26, 2001 the court granted said
motion and the entry of default was set aside. The Company and Mr. Armani
participated in mediation and as a result entered into a settlement agreement
whereby Mr. Armani agreed to make certain cash payments to the Company and the
parties entered into mutual release of all claims. Mr. Armani defaulted in his
obligation to make the first cash payment and consequently, the Company obtained
a judgment against Mr. Armani for $100,000. The Company is continuing its
efforts to collect on the judgment.
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 case is in
discovery stage and a, February 2003, trial date has been set by the court.
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.
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
action against the Company is in the discovery process and has been consolidated
with the Company's legal action against Intellicorp and a, February 2003, trial
date has been set by the court (see above). The Company believes that it has a
valid defense to the allegations of Mr. Farrow.
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 in 2001 with a judgment against the Company of $12
thousand. The Company recorded the liability in the consolidated financial
statements.
The case of San Diego Wholesale Credit against Greenland Corporation was settled
for a total of $5 thousand in 2001. The Company recorded the liability in the
consolidated financial statements.
John Ellis has filed a demand for arbitration in San Diego County against the
Company seeking damages of approximately $70,000 for an alleged breach of
contract action. The Company believes it has valid defenses to the allegations.
Mr. Ellis has not pursued this matter in arbitration and the parties have agreed
to continue discussions.
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 is in the discovery process.
There are several vendors and/or trade creditors the Company owes money to and
that have threatened litigation. The Company continues to attempt to resolve
these matters but due to the lack of cash and foreseeable income the Company is
not optimistic that arrangements can be made. These potential actions may, alone
or together, have a material adverse impact on the Company' s ability to
operate.
NOTE 17. SUBSEQUENT EVENTS
On August 9, 2002, the Company signed an agreement to sell 60% of its total
issued and outstanding shares of common stock on closing subject to approval by
the Company's shareholders and after completion of a reverse split of its common
stock at a ratio of 1:50, to Imaging Technologies Corporation (ITEC). The
purchase price of $2,250,000 for the initial shares will be paid in the form of
a promissory note receivable, due two years from closing and convertible into
ITEC common stock at the average closing prices for ten trading days immediately
preceding the date of conversion. Additionally, ITEC will receive warrants at
an exercise price of $.0008 per share, that are exercisable in stages when PEO
contracts reach specified levels. In the event PEO contracts reach a level of
$48 million annually, all warrants will have vested and can be exercised into an
additional cumulative 30% ownership of the issued and outstanding shares of
Greenland. Under the agreement, the closing shall be subject to approval of the
transaction by the Board of directors of both companies, approval of
shareholders of the Company and due diligence review by ITEC.
On October 15, 2002 a Special Meeting of Shareholders approved two proposals;
(i) the 50-1 reverse stock split and (ii) the acquisition by ITEC of Greenland
stock and issuance of warrants.
The Board of Directors of Greenland and ITEC have scheduled the consummation of
the transaction for November 16, 2002, subject to completion of certain
regulatory filings. Imaging Technologies Corporation was founded in 1982.
Headquartered in San Diego, California, the Company produces and distributes
imaging products for diverse market segments; and provides a variety of
professional services related to human resources to businesses.
On October 28, 2002 the 50-1 Reverse Stock Split was made effective and the
Company's stock commenced trading under the symbol GRLC on the OTC:BB.
In September 2002, the Company moved into a new office space. The Company
shares this office space with ITEC.
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 the Company's reports filed with the
Securities and Exchange Commission.
INTRODUCTION
The following discussion pertains to the Company's operations and financial
condition as of September 30, 2002, and should be read in conjunction with the
Company's financial statements and notes thereto, and other financial
information included elsewhere in this report.
The Company has 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.
The Company has 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. The Company acquired its base
technology in May 1998, when Check Central was incorporated into Greenland
Corporation as a wholly-owned subsidiary.
The Company has invested, and continues to invest capital, time and effort in
the development and evolution of its back-office, risk management and
transaction support software systems. Management, as a result of the Seren
litigation and the default by Intellicorp, determined that its original plan to
develop, produce, and successfully market and support its MAXcash ABM system was
beyond the scope of its available resources. However, management also believes
that it has created a convenient and cost effective system for check cash
transaction processing and the reporting of activity and earnings generated from
its check cashing ABMs through secure networks. Accordingly, the Company hopes
to expand its scope from distribution, and support of its proprietary MAXcash
ABM to also providing support for the ABM-like terminals of other manufacturers.
Furthermore, the Company believes that it can be successful in providing
back-office and on-line transaction support to other hardware vendors and
retailers through a network and software system of its own design, the Check
Central Solutions.
The Company's strategy for marketing and sales of the MAXcash ABM, during fiscal
2001, was directed at locating distributors of ATM machines and entering into
distribution agreements. Although the Company signed a number of such
agreements, significant unit sales did not materialize, however, primarily due
to the Seren dispute. The Company will continue to seek distributors for the
MAXcash ABM and feels confident that with the resolution of the Seren
litigation, the willingness of distributors to handle the MAXcash ABM will
increase.
The Company's strategy has been oriented around two revenue streams. The first
was the sale of the MAXcash ABM. The second revenue stream was to be generated
from the fees earned in connection with the various banking services provided on
each of the machines in operation. However, without sufficient numbers of
machines in the field, this revenue stream did not produce material results in
fiscal 2001.
Management's goal is to build a solid foundation that will provide operating
revenue and opportunity for profitability. This goal will be achieved through a
business strategy of continued sales of the MAXcash ABM, licensing of
intellectual property, acquisitions of check cashing stores and acquisitions of
complimentary companies.
During the first quarter of 2002, the Company took the first step in acquiring
companies that are complimentary to the Greenland's operations, with the
acquisition of W3M, Inc., the parent of Paradigm Cabling Systems - ("Paradigm")
market niche specialist in data communications and network project management.
In January 31, 2002, the Company entered into the stock purchase agreement
("Agreement") to purchase all of the issued and outstanding shares of Paradigm
for a purchase price of $2,916,667, payable pursuant to the terms of the
Agreement dated January 31, 2002, a Secured Promissory Note dated February 1,
2002, and a Pledge Agreement, dated February 1, 2002. The promissory note
bears an interest rate of 7% per annum, is payable in installments of $1,000,000
by June 30, 2003 and $1,916,667 by June 30, 2004. The promissory note is
secured by pledge of Paradigm's stock. The Company contemplated commencing a
private placement equity offering on or about June 30, 2002.
Subsequent to the consummation of the transaction and in preparation of the
consolidation of financial reporting of the Company and Paradigm's operations it
was determined that the required two years of audited financial statements would
consume more time and expense than originally anticipated. Therefore, although
the Agreement is executed and fully binding, on April 30, 2002 the parties
amended the Agreement to reflect that the originally scheduled Closing Date and
consolidation of operations will be modified and rescinded and will not take
place until such time as the two years of audited financial statements of
Paradigm are completed. At the time of said amendment management anticipated
that such consolidation will take place for the Form 10-QSB for the second
quarter of 2002.
In June 2002 the Company engaged in conversations with Paradigms President,
Mike Cummings, and was informed that Paradigm was experiencing financial
difficulties and as a result of the Company's ownership and control, Paradigm
was unable to obtain needed financing and faced the prospect of losing key
customers. In addition, due to the Company's extremely low stock price and its
lack of cash and operating revenues, it appeared unlikely it would be able to
meet its financial commitments to Paradigm. Accordingly, the Company and
Paradigm agreed to rescind the stock purchase and release the other from any and
all claims and liabilities.
In June 2002, the Company agreed to rescind the purchase of 100,000 shares of
ZZYZX Peripherals, Inc ("ZZYZX"). The Company and ZZYZX both agreed it was in
the best interest of both companies to rescind the transaction. This action
relieved the Company from its obligation to register the Convertible Preferred
Shares given as consideration to the ZZYZX shareholders and allowed ZZYZX to
explore certain business and/or acquisition opportunities. Registration of said
Convertible Preferred Shares would have enabled the ZZYZX shareholders to
convert said shares into $600,000 of shares of the Company's common stock and at
current prices said conversion was impracticable.
Management is exploring the purchase of check cashing stores, purchase of
certain complimentary companies, expansion of its licensing program and
developing an in-house processing center. However, managements efforts have been
greatly restricted by the Company's lack of cash, lack of revenue stream,
extremely low stock price and over all market conditions. In addition,
management has continued to explore licensing opportunities for its check
cashing technology. Also the Company is engaged in discussions with other
companies that may offer services and/or technology in areas unrelated to the
Companies check cashing that would provide a revenue stream and source of income
to the Company.
On August 9, 2002, the Company signed an agreement to sell 60% of its total
issued and outstanding shares of common stock on closing subject to approval by
the Company's shareholders and after completion of a reverse split of its common
stock at a ratio of 1:50, to Imaging Technologies Corporation (ITEC). The
purchase price of $2,250,000 for the initial shares will be paid in the form of
a promissory note receivable, due two years from closing and convertible into
ITEC common stock at the average closing prices for ten trading days immediately
preceding the date of conversion. Additionally, ITEC will receive warrants at an
exercise price of $.0008 per share, that are exercisable in stages when PEO
contracts reach specified levels. In the event PEO contracts reach a level of
$48 million annually, all warrants will have vested and can be exercised into an
additional cumulative 30% ownership of the issued and outstanding shares of
Greenland. Under the agreement, the closing shall be subject to approval of the
transaction by the Board of directors of both companies, approval of
shareholders of the Company and due diligence review by ITEC (see Subsequent
Events). Management believes that the PEO business will provide a solid cash
foundation that will enable the Company to continue its operations and pursue it
check cashing business.
RESULTS OF OPERATIONS
REVENUE
The Company reported total revenues of $0 from its two segments
for the nine months ended September 30, 2002 compared to revenues of $189
thousand for the nine month ended September 30, 2001, which represents $189
thousand decrease. The Company's sales operations for its principal product,
the Maxcash ABM, was temporarily suspended primarily due to a legal dispute with
its software provider and the associated financial risks to the Company
represented by the dispute.
COST OF SALES
The Company incurred total costs of revenues of $304 thousand and $650
thousand from its two segments for the nine month ended September 30, 2002 and
2001, respectively. Costs associated with transaction processing, were $304 and
$475 thousand for the nine month ended September 30, 2002 and 2001,
respectively, resulting in gross margins on transaction revenue of $(304) and
$(459) thousand, respectively. The decrease was due primarily to the
temporary shut down of the processing of the machines. In addition, the
company's effort to revitalize sales has not produce any to date.
The costs incurred in the sale segment were $0 and $175 thousand for the nine
month ended September 30, 2002 and 2001. This decrease is primarily
attributable to a decrease in direct material and overhead costs. Manufacturing
costs include fixed overhead expenses. The gross margins on machine sales for
the nine month ended September 30, 2002 and 2001 were $0 and $(2) thousand.
Management had anticipated greater improvements in the gross margin on machine
sales as a result of sales volume increasing to a level sufficient to absorb
overhead costs. Such increases did not materialize.
OPERATING EXPENSES
General and administrative expenses for the nine months ended September 30,
2002 and 2001 were $1.6 million and $2.7 million, respectively. The 40% decrease
was due primarily to the temporary shut down of the manufacturing of the
machines.
Research and Development Costs for the nine months ended September 30, 2002 and
2001, respectively of $0 and $87 thousand, respectively, this decreased reflects
the Company's temporary discontinuation of it support for the Maxcash ABM
product.
OTHER EXPENSE
Net other expenses of $1.5 million for the nine months ended September 30,
2002 increased 543 thousands from 2001. Expenses incurred in 2002 included $1.5
million on impairment of goodwill.
NET LOSS
The net loss for the nine months ended September 30, 2002 was $3.98 million
compared to $4.3 million for comparative period in 2001, a decrease of $324
thousand, or 8%. Losses were reduced due primarily to reduced cost of good sold
and general and administrative associated with temporary discontinuation of its
Maxcash ABM sales and support efforts.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its operations through cash
generated from the sale of equity securities and debt financing. To date, the
Company has not been able to support its operations from revenues through sales
of products or services.
At September 30, 2002, the Company's had a working capital deficit of $2.6
million compared with a working capital deficit of $1.8 million at December 31,
2001. This increase of $842 thousand, or 47% resulted from an increase in note
payable to related party of $109 thousand, as well as an increase in accrued
expense $372 thousand. Stockholders' equity decreased for the nine months ended
September 30, 2002 from the previous fiscal year by $3.5 million, due primarily
to the $3.98 million comprehensive loss.
The Company's officers and directors are aware of no other threatened or
pending litigation, not otherwise discussed in Item 1, Legal Matters, which
would have a material, adverse effect on the Company. From time to time the
Company is a defendant (actual or threatened) in certain lawsuits encountered in
the ordinary course of its business, the resolution of which, in the opinion of
management, should not have a material adverse effect on the Company's financial
position results of operations, or cash flows.
The Company's auditors have expressed their uncertainty as to the Company's
ability to continue as a going concern. They cite recurring losses from
operations, the Company's working capital deficiency, and limited cash
resources.
In order to address this uncertainty, the Company has taken steps to raise
additional funds to finance its operations, including the potential for making
strategic acquisitions, which could better position the Company for growth.
On April 2, 2001, the Company announced that it was temporarily suspending its
check cashing operations in order to minimize its check cashing risk, reduce
operating losses, and to conserve capital.
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. Although
the Company and Seren resolved the dispute between each other and entered into
settlement agreement, none of the parties have brought suit against the Company
and/or Seren at this time. There is no assurance, however, that such suit(s)
will not be brought in the future.
On May 23, 2001 the Company filed a Complaint in San Diego County naming Michael
Armani as the defendant. The Complaint alleges breach of contract by Michael
Armani in connection with two separate stock purchase agreements. The Company
seeks damages in the amount of $474,595. On August 7, 2001 the Company filed a
request for Entry of Default against Mr. Armani in the amount of $474,595 and
the court granted entry of default. Subsequently Mr. Armani filed a motion to
set aside the entry of default and on October 26, 2001 the court granted said
motion and the entry of default was set aside. The Company and Mr. Armani
participated in mediation and as a result entered into a settlement agreement
whereby the Mr. Armani agreed to make certain cash payments to the Company and
the parties entered into mutual release of all claims. Mr. Armani defaulted in
his obligation to make the first cash payment and consequently, the Company
obtained a judgment against Mr. Armani for $100,000. The Company is continuing
its efforts to collect on the judgment.
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 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 one payment 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
case is in discovery stage and a, February 2003, trial date has been set by the
court. 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.
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 court approved the good faith settlement
and the agreed upon consideration was delivered to Mr. Farrow. The action
against the Company is in the discovery process and has been consolidated with
the Company's legal action against Intellicorp and a, February 2003, trial date
has been set by the court (see above). The Company believes that it has a
valid defense to the allegations of Mr. Farrow.
John Ellis has filed a demand for arbitration in San Diego County against
the Company seeking damages of approximately $70,000 for an alleged breach of
contract action. The Company believes it has valid defenses to the allegations.
Mr. Ellis has not proceeded with his action in arbitration and the parties are
presently in discussions to resolve this matter.
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 is in the
discovery process.
There are several vendors and/or trade creditors the Company owes
money to and that have threatened litigation. The Company continues to attempt
to resolve these matters but due to the lack of cash and foreseeable income the
Company is not optimistic that arrangements can be made. These potentional
actions may, alone or together, have a material adverse impact on the Company' s
ability to operate.
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 paid for services in the amount of $657 thousand by issuing 200
million shares of its pre-reverse split common stock.
The Company paid for salary in the amount of $196 thousands by issuing common
stock.
The Company repaid notes payable to related parties of $8 thousand by issuance
of stock.
The Company issued non-qualified options to employees and directors to purchase
34 million shares and recorded $195 thousand expense for the nine months ended
September 30, 2001.
ITEM 3 - DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
Pursuant to a Proxy Statement filed on September 16, 2002, the Company, on
October 15, 2002 held a special meeting of shareholders to vote on two
proposals: Proposal I: approval of a 50 for 1 Reverse Stock Split and Proposal
II: approval of the sale of 60% of the issued and outstanding shares of common
stock of the Company to Imaging Technologies Corporation. Additionally, ITEC
will receive warrants at an exercise price of $.0008 per share, that are
exercisable in stages when PEO contracts reach specified levels. In the event
PEO contracts reach a level of $48 million annually, all warrants will have
vested and can be exercised into an additional cumulative 30% ownership of the
issued and outstanding shares of Greenland. Under the agreement, the closing
shall occur no later than September 13, 2002 subject to approval of the
transaction by the Board of directors of both companies, approval of
shareholders of the Company and due diligence review by ITEC.
Both Proposal I and Proposal II were approved by the Shareholders with the
voting results as follows: Proposal I: 171,527,890 for; 7,688,787 against;
4,232,971 abstain; Proposal II: 172,729,558 for; 6,487,029 against; and
4,233,071 abstain.
Subsequent to the Special Meeting of Shareholders, the Board of Directors
of Greenland and ITEC have scheduled the consummation of the transaction for
November 16, 2002, subject to completion of certain regulatory filings.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10(a) - Agreement To Acquire Shares between the Company and Imaging
Technologies Corporation, dated August 9, 2002.
(b) Reports on Form 8-K - None
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 13, 2002
By: /s/ Thomas J. Beener
CEO, President
Date: November 13, 2002
By: /s/ Gene Cross
Chief Financial Officer, Director
Chairman of Board Director