<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
COMMISSION FILE NO. 017833
GREENLAND
CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER AS
SPECIFIED IN ITS CHARTER)
NEVADA 87-0439051
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1935 AVENIDA DEL ORO, SUITE "D"
OCEANSIDE, CA 92056
(Address of principal executive offices)
(760) 414-9941
(Issuer's telephone number)
Indicate by check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUER
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
CLASS A COMMON STOCK 30,605,326 SHARES OUTSTANDING
$0.001 PAR VALUE AS OF OCTOBER 11, 1999
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
(CHECK ONE)
YES ____ NO _X__
<PAGE>
GREENLAND CORPORATION
REPORT ON FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 1999
TABLE OF CONTENTS
PART I. Financial Information
ITEM 1. Financial Statements (unaudited)
- Condensed consolidated balance sheets as of September 30, 1999 and
December 31, 1998
- Condensed consolidated statements of operations Three months ended
September 30, 1999 and 1998
- Condensed consolidated statements of operations Nine months ended
September 30, 1999 and 1998
- Condensed consolidated statements of changes in stockholders' equity as
of September 30, 1999
- Condensed consolidated statements of cash flows Nine months ended
September 30, 1999 and 1998
- Notes to condensed consolidated financial statements
ITEM 2. Management's discussion and analysis of financial condition and
results of operations
PART II. Other Information
Signatures
2
<PAGE>
GREENLAND CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets
Cash in banks $ 94,212 $ 3,332
Inventory 336,863 0
Accounts receivable - trade 90,541 0
Accounts receivable - other 51,543 44,250
Prepaid expenses - current portion 143,275 51,668
--------------- ---------------
TOTAL CURRENT ASSETS 716,434 99,250
Equipment, net of depreciation of $28,302 ($18,453 in 1998) 64,907 24,600
Other Assets
Lease Deposits 7,500 0
Prepaid expenses 51,518 51,669
Notes Receivable (Note 3) 0 1,900,000
Investments (GAHI) (Note 3) 0 1,450,000
Investments (Telenetics) (Note 3) 900,000 0
Capitalized software costs 0 186,723
Licenses - Check Central (Note 4) 2,719,545 2,625,000
--------------- ---------------
TOTAL ASSETS $4,459,903 $6,337,242
=============== ===============
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable 356,568 172,672
Customer Deposits 14,065 0
Accrued expenses 39,712 0
Notes payable (Note 5) 83,600 150,000
Note payable - related parties (Note 5) 196,500 223,000
Stock subscription escrow account (Note 9) 53,943 11,000
--------------- ---------------
TOTAL CURRENT LIABILITIES $ 744,387 $ 556,672
STOCKHOLDERS' EQUITY
Common Stock $.001 par value:
Authorized -100,000,000 shares
Issued and outstanding 30,255,053 shares (12,708,331 in
1998) 30,255 12,708
Additional paid-in capital 15,805,580 12,652,183
Deficit accumulated during development stage (12,120,319) (6,884,321)
--------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 3,715,516 5,780,570
TOTAL LIABILITIES AND EQUITY $4,459,903 $6,337,242
=============== ===============
</TABLE>
3
<PAGE>
GREENLAND CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended 7/17/86 Date of
September 30, September 30, Inception to
------------------------------- --------------------------------- -----------------
1999 1998 1999 1998 9/30/99
---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C>
REVENUES
Machine Sales $ 213,870 $ - $ 213,870 $ - $ 213,870
Check Central Revenue 8,889 $ 11,353 $ 11,353
Other Income 13,260 48 13,296 15,539 13,488
------------ ------------ ------------ ------------ ------------
TOTAL REVENUE $ 236,019 $ 48 $ 238,519 $ 15,539 $ 238,711
COST OF GOODS SOLD
Cost of Goods Sold $ 155,017 $ - $ 155,026 $ - $ 155,026
Freight 4,572 4,901 4,901
------------ ------------ ------------ ------------- ------------
TOTAL COST OF GOODS SOLD $ 159,589 $ - $ 159,927 $ - $ 159,927
GROSS PROFIT $ 76,430 $ 48 $ 78,592 $ 15,539 $ 78,784
EXPENSES
General and administrative $ 1,164,652 $ 713,031 $ 2,888,814 $ 751,202 $ 4,004,331
Depreciation 3,283 1,518 9,849 4,554 $ 13,132
Property taxes and other taxes 16,877 5,730 25,886 35,945 $ 21,729
Bad Debts 0 0 19,250 0 $ 19,250
------------ ------------ ------------ ------------ ------------
TOTAL EXPENSES $ 1,184,812 $ 720,279 $ 2,943,799 $ 791,701 $ 4,058,442
LOSS FROM OPERATIONS $ (1,108,381) $ (720,231) $ (2,865,207) $ (776,162) $ (3,979,658)
OTHER INCOME (LOSS)
Gain on disposition of subsidiary - - - 531,388
Gain on sale of investment and PPE - 20,394 (437,881) 20,394
Interest (13,102) (8,482) (39,712) (17,011) $ (53,532)
Loss on sale of investment (Note 3) - (1,164,750) (1,906,775)
Reserve on note receivable - unrealized (Note 3) - (1,900,000) (1,900,000)
------------ ------------ ------------ ------------ ------------
NET LOSS FROM CONTINUING
OPERATIONS $ (1,121,483) $ (728,713) $ (5,949,275) $ (1,231,054) $ (7,288,183)
Gain on sale of operations (Note 2) $ - $ - $ 713,277 $ - $ 713,277
Loss from discontinued operations (Note 2) 0 (1,502,407) (5,545,413)
NET LOSS BEFORE INCOME TAXES $ (1,121,483) $ (728,713) $ (5,235,998) $ (2,733,461) $(12,120,319)
PROVISION FOR INCOME TAXES - - - - -
NET LOSS $ (1,121,483) $ (728,713) $ (5,235,998) $ (2,733,461) $(12,120,319)
BASIC AND DILUTED EPS
Loss before discontinued operations $ (0.04) $ (0.11) $ (0.28) $ (0.19)
Gain/(Loss) from discontinued operations $ - $ - $ 0.03 $ -
NET LOSS PER WEIGHTED AVERAGE SHARE $ (0.04) $ (0.11) $ (0.25) $ (0.42)
Weighted average number of common shares 27,213,692 6,431,739 21,258,793 6,431,739
</TABLE>
4
<PAGE>
GREENLAND CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock
Par Value $0.001 Additional
--------------------------- Paid-in Retained
Shares Amount Capital Deficit
--------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Balances at 7/17/86 (date of inception) 0 $ - $ - $ -
Issuance of common stock (restricted)
At $.02 per share at 7/17/86 100,000 100 1,900
Net loss for period (1,950)
Balances at 12/31/86 100,000 $ 100 $ 1,900 $ (1,950)
Net loss for period (10)
Balances at 12/31/87 100,000 $ 100 $ 1,900 $ (1,960)
Net loss for period (10)
Balances at 12/31/88 100,000 $ 100 $ 1,900 $ (1,970)
Net loss for period (10)
Balances at 12/31/89 100,000 $ 100 $ 1,900 $ (1,980)
Net loss for period (10)
Balances at 12/31/90 100,000 $ 100 $ 1,900 $ (1,990)
Net loss for period (10)
Balances at 12/31/91 100,000 $ 100 $ 1,900 $ (2,000)
Net loss for period -
Balances at 12/31/92 100,000 $ 100 $ 1,900 $ (2,000)
Net loss for period -
Balances at 12/31/93 100,000 $ 100 $ 1,900 $ (2,000)
Issuance of common stock (restricted)
at $.33 per share for cash 120,000 120 39,880
to acquire subsidiary at $30.40 per
share at 10/1/94 10,000 10 303,983 (257,612)
to acquire additional rental
properties at $29.20 per share
at 10/1/94 52,415 52 1,530,275
at par 10/21/94 for services rendered 13 119
Net loss for period (110,338)
--------- ---------- ------------ -----------
Balance at 12/312/94 295,615 $ 295 $1,876,157 $ (369,950)
</TABLE>
5
<PAGE>
GREENLAND CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(CONTINUED)
<TABLE>
<CAPTION>
Common Stock
Par Value $0.001 Additional
----------------------------- Paid-in Retained
Shares Amount Capital Deficit
------------ ----------- -------------- -------------
<S> <C> <C> <C> <C>
Balance at 12/312/94 295,615 $295 $1,876,157 $(369,950)
Issuance of common stock (regulation
S) at $1.00 per share for stock
subscription 110,000 110 109,890
Issuance of common stock (restricted)
at $48.29 per share to cancel debt 2,554 3 123,317
at $.01 per share for services 20,940 21 188
at $.85 per share for assets 850,000 850 718,479
at $20.00 per share for assets 840 1 16,807
at $50.00 per share to cancel debt 2,000 2 99,998
at $51.43 per share to cancel debt 500 - 25,719
at $60.34 per share to land option 40,851 41 2,464,959
Cancellation of restricted common
stock (4,275) (4) (124,825)
Net loss for period (587,153)
------------ ----------- -------------- -------------
Balances at 12/31/95 1,319,025 $1,319 $5,310,689 $(957,103)
Issuance of common stock (restricted)
correction to issue price of shares
previously sold on subscription (14,195)
at $.001 per share for assets 127,036 127 (127)
at $.001 per share for services 11,886 12 (12)
at $5.00 per share for cash 24,250 24 121,226
at $2.50 per share for cash 143,850 144 359,482
at $20.00 per share for cash 5,450 6 108,994
at $10.00 per share for cash 60 - 600
at $50.00 per share for cash 20 - 1,000
at $30.00 per share for cash 2,800 3 83,997
at $8.17 per share for services 6,000 6 48,994
at $10.68 per share for cash 289 - 3,087
at $7.56 per share for services 450 - 3,401
at $3.10 per share for cash 13,200 13 40,905
Cancellation of restricted common
stock (132,870)# (133) (459,299)
Net loss for year (886,162)
------------ ----------- -------------- -------------
Balances at 12/31/96 1,521,446 $1,521 $5,608,742 $(1,843,265)
</TABLE>
6
<PAGE>
GREENLAND CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(CONTINUED)
<TABLE>
<CAPTION>
Common Stock
Par Value $0.001 Additional
----------------------------- Paid-in Retained
Shares Amount Capital Deficit
------------ ----------- -------------- -------------
<S> <C> <C> <C> <C>
Balances at 12/31/96 1,521,446 $1,521 $5,608,742 $(1,843,265)
Issuance of common stock (restricted)
at $2.50 per share for cash 88,700 89 221,661
at $2.60 per share for cash 1,500 2 3,898
at $2.83 per share for services 530 1 1,499
at $2.50 per share for services 16,500 16 41,234
at $2.60 per share for services 1,650 2 4,288
at $1.50 per share for cash 200,000 200 299,800
at par $.001 to settle lawsuit 6,138 6 (6)
at $2.50 to settle debt 20 - 50
at $1.00 per share for cash 294,400 294 294,106
at $2.20 per share for services 30,000 30 65,970
at $1.00 per share for services 26,810 27 26,783
at $2.77 per share for services 1,084 1 3,002
S-8 shares at
$2.60 per share for services 70,000 70 181,930
$2.00 per share for services 10,000 10 19,990
$1.00 per share for services 210,000 210 209,790
$.75 per share for services 231,000 231 173,019
Disposition of subsidiary (55,853)
Net loss for year (1,663,040)
------------ ----------- -------------- -------------
Balances at 12/31/97 2,709,569 $2,710 $7,155,752 $(3,562,158)
</TABLE>
7
<PAGE>
GREENLAND CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(CONTINUED)
<TABLE>
<CAPTION>
Common Stock
Par Value $0.001 Additional
--------------------------------- Paid-in Retained
Shares Amount Capital Deficit
--------- ------- ------------ ------------
<S> <C> <C> <C> <C>
Balances at 12/31/97 2,709,569 $ 2,710 $ 7,155,752 $(3,562,158)
Issuance of common stock
S-8 shares
$.13 per share for services 1,000,000 1,000 129,000
$.19 per share for services 674,000 674 127,386
$.20 per share for services 300,000 300 59,700
$.275 per share for services 200,000 200 54,800
$.30 per share for services 291,666 292 87,208
$.50 per share for services 246,500 246 123,004
$.60 per share for services 760,000 760 455,240
$.70 per share for services 167,500 167 117,083
$1.00 per share for services 20,000 20 19,980
$1.50 per share for services 96,053 96 143,988
Regulation "S" shares
$.40 per share to retire debenture 500,000 500 199,500
$.50 per share to retire debenture 100,000 100 49,900
$1.00 per share to retire debenture 400,000 400 399,600
Issuance of restricted shares
$.07 per share for services 310,386 310 21,417
$.10 per share for services 20,000 20 180
$.14 per share for services 26,900 27 3,739
$.275 per share for services 115,000 115 31,510
$.295 per share for services 161,028 161 47,342
$.40 per share for services 145,000 145 57,855
$.45 per share for services 35,000 35 15,715
$.50 per share for cash 22,200 22 11,078
$.50 per share for services 208,729 209 104,051
$.75 per share for subsidiary 3,500,000 3,500 2,621,500
$.75 per share for services 350,000 350 262,150
$.85 per share for services 3,000 3 2,547
$1.00 per share for cash 341,300 341 340,959
$2.00 per share for services 2,500 3 4,997
$2.50 per share for services 2,000 2 4,998
Net loss for year (3,322,163)
----------------- ----------- ------------------ ------------------
Balances at 12/31/98 12,708,331 $12,708 $12,652,179 $(6,884,321)
</TABLE>
8
<PAGE>
GREENLAND CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(CONTINUED)
(UNAUDITED
<TABLE>
<CAPTION>
Common Stock
Par Value $0.001 Additional
--------------------------------- Paid-in Retained
Shares Amount Capital Deficit
--------- ------- ------------ ------------
<S> <C> <C> <C> <C>
Balances at 12/31/98 12,708,331 $12,708 $12,652,179 $ (6,884,321)
Issuance of common stock
S-8 shares
$.08 per share for services 922,761 923 72,898
$.1875 pre share for services 1,352,919 1,353 252,319
$.21 per share for services 850,000 850 177,650
$.22 per share for services 761,110 761 166,683
Restricted shares
$.13 per share for services 380,527 381 49,088
$.15 per share for cash 1,449,999 1,450 216,050
$.15 per share for services 980,000 980 146,020
$.19 per share for services 360,000 360 68,040
Net loss for quarter (2,437,973)
----------------- ------------- ------------------ ------------------
Balance at 3/31/99 19,765,647 $19,765 $13,800,927 $ (9,322,294)
Issuance of common stock
S-8 shares
$.145 per share for services 198,055 198 28,520
$.18 per share for services 778,802 779 139,406
$.245 per share for services 363,971 364 88,809
$.26 per share for services 250,000 250 64,750
$.27 per share for services 447,437 447 120,361
Restricted shares
$.08 per share for cash 1,217,330 1,217 96,169
$.15 per share for services 657,500 658 97,968
$.198 per share for cash 954,500 955 188,037
Net loss for quarter (1,676,542)
----------------- ------------- ------------------ ------------------
Balance at 6/30/99 24,633,242 $24,633 $14,624,945 $(10,998,836)
Issuance of common stock
S-8 shares
$.15 per share for services 25,020 25 3,728
$.2344 per share for services 24,000 24 5,602
$.24 per share for services 137,650 138 32,898
$.25 per share for services 400,000 400 99,600
$.35 per share for services 400,983 401 139,943
$.375 per share for services 250,860 251 93,822
Restricted shares
$.10 per share for services 150,000 150 14,850
$.125 per share for services 41,000 41 5,084
$.145 per share for services 1,087,222 1,087 156,560
$.18 per share for services 103,996 104 18,615
$.198 per share for cash 2,641,080 2,641 520,293
$.25 per share for services 360,000 360 89,640
Net loss for quarter (1,121,483)
----------------- ------------- ------------------ ------------------
Balance at 9/30/99 30,255,053 $30,255 $15,805,580 $(12,120,319)
</TABLE>
9
<PAGE>
GREENLAND CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
7/17/86
Nine Months Ended (Date of
September 30, inception) to
1999 1998 9/30/99
-------------- --------------- ---------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (5,235,998) $ (2,733,461) $(12,120,319)
Adjustments to reconcile net loss to cash provided by operations:
Depreciation and amortization 9,849 4,554 592,518
Unrealized decrease in investments/notes receivable 1,900,000 - 2,172,969
Net loss of disposed assets/liabilities 451,473 388,000 1,151,847
Stock issued for services 2,144,137 1,659,332 4,896,584
-------------- --------------- --------------
Changes in operating assets and liabilities:
Inventory (336,863) (1,000) (336,863)
Accounts receivable (97,834) (82,416)
Prepaid expenses (91,456) - (194,251)
Prepaid expenses - non cash 195,701 - 195,701
Lease Deposits (7,500) - (7,500)
Accounts payable 183,896 47,992 356,568
Accrued expenses 39,712 (78,508) 50,712
Customer Deposits 14,065 - 14,065
Property taxes payable - - (112,522)
-------------- --------------- --------------
NET CASH REQUIRED BY OPERATIONS $ (830,818) $ (713,091) $ (3,422,907)
INVESTING ACTIVITIES
Capitalization of software costs - - (186,723)
Purchase of stock - - (55,000)
Sale of Property 112,000 (18,139)
Purchase of equipment (50,156) (581) (50,206)
Organization cost - - -
-------------- --------------- --------------
NET CASH PROVIDED (REQUIRED) BY INVESTING ACTIVITIES $ (50,156) $ 111,419 $ (310,068)
FINANCING ACTIVITIES
Cash from subsidiary - - 23,415
Proceeds from sale of stock 1,021,811 452,400 3,011,547
Collections of stock subscription 42,943 - 82,943
Amounts borrowed from (repaid to) stockholders (26,500) 175,000 196,500
Repayment of loans (66,400) - (310,218)
Proceeds from new loans Inc 5,000 823,000
-------------- --------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 971,854 $ 632,400 $ 3,827,187
INCREASE IN CASH $ 90,880 $ 30,728 $ 94,212
Cash at beginning of year 3,332 6,528 -
-------------- --------------- ---------------
CASH AT END OF PERIOD $ 94,212 $ 37,256 $ 94,212
-------------- --------------- ---------------
-------------- --------------- ---------------
SUPPLEMENTAL INFORMATION
Cash paid for interest $ - $ 8,482 $ 973,794
Assets acquired by assumption of debt and issuance of stock - 2,625,000 13,558,790
Cancellation of stock previously issued for assets determined to be
worthless - - 459,432
Investment received in exchange for non-cash assets 900,000 - 4,750,000
Net book value of assets exchanged for investment (186,723) - (1,598,800)
Land option exchanged for investment - - (2,515,000)
Stock issued to cancel debt 5,000 616,400 917,039
-------------- --------------- ---------------
$ 718,277 $ 3,249,882 $ 16,545,255
-------------- --------------- ---------------
-------------- --------------- ---------------
</TABLE>
10
<PAGE>
GREENLAND CORPORATION
NOTES TO CONDENSED CONSOLIDATED STATEMENTS
QUARTER ENDED SEPTEMBER 30, 1999
NOTE 1: BASIS OF PRESENTATION
GENERAL
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB. Therefore, they do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. Except as disclosed
herein, there has been no material change in the information disclosed in the
notes to the financial statements included in the Company's annual report on
Form 10-KSB for the year ended December 31, 1998. In the opinion of Management,
all adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included, and all such adjustments
are of a normal recurring nature. Operating results for the quarter ended
September 30, 1999 are not necessarily indicative of the results that can be
expected for the year ended December 31, 1999.
INVENTORY
Inventory is stated at the lower of cost, first in first out (FIFO) or market.
As of September 30, 1999 inventory consisted of $124,013.60 in finished goods,
$48,074.94 in work in progress (WIP) and the balance of $164,774.46 in component
inventory.
REVENUE RECOGNITION
The Company realizes revenue when units are shipped.
NOTE 2: DISCONTINUED OPERATIONS
In December, 1997 the Company disposed of its wholly-owned subsidiary Gam
Properties, Inc. (which was in the real estate rental business). The financial
statements for the period from July 17, 1986 (Date of inception) to September
30, 1999 have been restated to reflect the loss from Gam's operations as
resulting from discontinued operations.
In April 1999, the Company sold its automated meter reading technology ("AMR")
to Telenetics Corporation in exchange for shares of Convertible Preferred Stock
of Telenetics with a face value of $900,000. The Company no longer is engaged in
this line of business. The financial statements have been restated.
NOTE 3: INVESTMENTS AND NOTES RECEIVABLE
The Company sold its AMR Technology to Telenetics Corporation, a publicly traded
company, in exchange for shares of Convertible Preferred Stock with a face value
of $900,000 in April 1999. At the time of consummation of this transaction with
Telenetics, the book value of the AMR Technology was $186,723, thus the Company
recorded a gain in the amount of $713,277 as a result of the transaction.
In April 1999, the Company sold the asset GAHI (Golden Age Homes) to Louis T.
Montulli, Chairman and CEO of Greenland Corporation for cash and assumption of
debt equal to $285,000. The asset was in the form of 290,000 Convertible
Preferred Shares of GAHI, a publicly traded, non-reporting company, which are
convertible to the number of common shares (at the then current market price)
equivalent to $1,450,000. This asset had been evaluated by management and
disposed to obtain working capital for continued operations.
Upon evaluation of the Note Receivable due from Quantix, the Company determined
that it is unlikely that this note would be collected. Although the note is
secured with underlying collateral in the form of Convertible Preferred Shares
of Stock in a publicly traded non-reporting company, which are convertible to
the number of common shares (at the then current market price) equivalent to
$1,900,000, that company's ability to operate as a going concern is
questionable. Therefore, the Company does not believe that said collateral is of
sufficient value to support the amount of the Quantix Note. Accordingly, the
Company has opted for a conservative approach to evaluating this asset and has
established a reserve for 100% of the $1,900,000 note receivable from Quantix.
The Company will continue to evaluate this asset, and in the event a firm
valuation can be established, the Company will record such in their financial
statements.
NOTE 4: LICENSES
In May of 1998, the Company acquired 100% of Check Central, Inc. (a Nevada
corporation) by issuing 3,500,000 shares of its common stock. The sole assets of
Check Central, Inc. was a license to use certain software in the development of
check cashing machines. The transaction was accounted for as a purchase and
recorded at the fair market value of the stock issued. During the third quarter,
additional shares were issued to certain original shareholders of Check Central
reflecting an adjustment to the consideration paid in connection with the
purchase of Check Central by Greenland Corporation. These shares have a value
equal to $94,545 and are considered part of the total consideration paid by
Greenland for acquisition of Check Central.
11
<PAGE>
GREENLAND CORPORATION
NOTES TO CONDENSED CONSOLIDATED STATEMENTS (CONTINUED)
QUARTER ENDED SEPTEMBER 30, 1999
NOTE 5: NOTES PAYABLE
Notes payable at September 30, 1999 are summarized as follows:
Individuals: $83,600
Related Parties: $196,500
The Company increased its obligations to lenders by $123,600 during the nine
months ending September 30, 1999. Of this amount, $60,000 was received from
related parties and the balance from outside investors. However, the Company
also repaid note obligations during this time frame equal to $216,500. These
repayments were made with stock and the sale of assets, not working capital. As
additional inducement to persons to loan money to the Company, certain warrants
were promised but were not issued until after the close of the third quarter
(See Subsequent Events).
Certain individuals who are not affiliates of the Company have loaned the
Company $83,600 as of September 30, 1999 as secured bridge loans (the
"Non-Affiliate Loans"). The Non-Affiliate Loans provide for repayment one year
from date if issuance (approximately $50,000 is due in January 2000) at an
interest rate of 8% and are secured by the assets of the Company. In addition,
these persons also purchased warrants to acquire, in the aggregate, 1,114,670
shares of Common Stock of Greenland. The Warrants have an exercise period of two
years and 50% of the Warrants are exercisable at $.10 and 50% at $.13. The
Warrants were acquired at fair market value.
Officers and Directors of the Company and a relative of Louis T. Montulli
have loaned the Company a total of $196,500 as of September 30, 1999 as
unsecured bridge loans (the "Affiliate Loans"). The Affiliate Loans provide
for repayment one year from date of issuance at an interest rate of 8% and
are unsecured. In addition, these persons purchased warrants to acquire, in
the aggregate 2,620,000 shares of Common Stock of Greenland. The Warrants
have an exercise period of two years and 50% of the Warrants are exercisable
at $.10 and 50% at $.13. The Warrants were acquired at fair market value.
NOTE 6: INCOME TAXES
No income tax benefit has been recorded in the Company's consolidated statements
of operations as all net deferred tax assets are reduced by a valuation
allowance. As time passes, management will be better able to assess the amount
of tax benefit the Company will realize from using net operating loss
carryforwards.
NOTE 7: CONTINGENCIES
On or about June 11, 1999 Hwa Sook Shin commenced a legal action in the San
Diego Superior Court against Greenland Corporation. The action arises in
connection with a loan made by Ms. Shin to the Company on or about August 1998.
Ms. Shin seeks repayment of her loan in the amount of $125,000 plus interest and
other costs. Although there can be no assurance as to the outcome of this
matter, the Company believes that it has a valid defense to the claims of Ms.
Shin and in the event Ms. Shin is successful in the pursuit of her claim, any
judgment awarded to Ms. Shin would not have a material adverse impact on the
operations of the Company.
Manuel Zambrana and Mary Zambrana ("Zambrana") commenced a legal action in the
San Diego Superior Court against Eleven defendants, including Greenland
Corporation (the "Defendants"). Zambrana alleges that they purchased certain
real estate from Defendants and made certain purchases and/or investments with
defendant(s) other than Greenland. Zambrana now seeks recession of the real
estate purchases and investments and/or damages in the approximate amount of
$200,000 against all eleven defendants . These alleged transaction took place in
1997 and predate any current management of the Company. Although there can be no
assurance as to the outcome of this matter, the Company believes that it has a
valid defense to the claims of Zambrana and in the event Zambrana is successful
in the pursuit of their claim, any judgment awarded to Zambrana would not have a
material adverse impact on the operations of the Company. The Company is not
involved in any other litigation that, in the opinion of management, would have
a material adverse effect on the Company.
12
<PAGE>
NOTE 8: REVERSE STOCK SPLIT
The Company effected a 1:10 reverse stock split on July 2, 1998. All references
to stock prices, and numbers of shares in these financial statements have been
adjusted to reflect the reverse split as if it were effective on the earliest
date reported.
NOTE 9: PRIVATE PLACEMENT
In May 1999 the Company commenced a private placement of its securities pursuant
to Regulation D Rule 506 of the Securities Act of 1933, as amended. If fully
subscribed the offering will provide approximately $4,000,000 of equity funding
to the Company, exclusive of proceeds payable to the Company through the
exercise of the warrants that are part of the offering. As of September 30,
1999, the Company has collected approximately $683,212.68 in funds related to
this private placement. In addition, there was at September 30, 1999 $49,042.53
held in the stock subscription escrow account scheduled to be released shortly.
13
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report contains forwarding looking statements which 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 financining;
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 the end of the third quarter September 30, 1999.
In May of 1998,the Company purchased the exclusive rights to all of Check
Central Inc's., software and hardware designs for the expressed intent of
completing the development and marketing of a stand-alone Check Cashing ATM
unit. Check Central's technology was acquired through an exchange of all the
issued and outstanding stock of Check Central, Inc. for 35,000,000 (pre-reverse
split) restricted shares of the Company's common stock valued at $2,625,000.
In late 1998, after completion of further market and engineering studies, the
Company determined that a significant amount of additional capital and a
substantial commitment of labor resources would be required to complete research
and development of AMR. Since the Company was making rapid progress with the
Check Cashing ATM and believed that it would be faster to market, took less
resources and offered a greater financial potential for the Company, a strategic
decision was made to pursue the development of the Company's Check Cashing ATM
on a full resource basis. Therefore, the Company entered into a transaction, on
April 5, 1999, with Telenetics Corporation, whereby Telenetics acquired the
advanced communication technology known as automated meter reading ("AMR") in
exchange for shares of Convertible Preferred Stock of Telenetics with a face
value of $900,000 (the "Preferred Stock"). The conditions for conversion of the
Preferred Stock include: (i) liquidation preference which provides for the
receipt of $7 per share from the assets of Telenetics for each share of the
Preferred Stock in the event of liquidation, dissolution, or winding up by
Telenetics (ii) voluntary conversion into shares of common stock of Telenetics
at $7 per share for each share of the Preferred Stock if converted prior to
October 2, 2000 or, in the event the Preferred Stock is converted subsequent to
October 2, 2000, it shall convert into shares of common stock of Telenetics at
the lesser of $7.00 per share or at the fair market value of the common stock of
Telenetics at the time of conversion, for each share of the Preferred Stock.
As a result of the sale of AMR, the Company is engaged exclusively in the
development of proprietary software and hardware that is capable of providing
consumers with automated payroll check cashing, ATM and money order services
delivered through a free standing kiosk, similar to an ATM machine (the "Check
Cashing ATM").
PLAN OF OPERATION
The Company has invested, and continues to invest, considerable time and effort
in development of Check Cashing ATMs, assembling a development team, analyzing
the market, planning the business, creating prototype and beta test units, and
locating reliable manufacturers for the Check Cashing ATMs. The Company's
strategy for marketing and sales of the Check Cashing ATMs has been directed at
locating an established large, national distributor of ATM machines. The Company
believes that established distributors have the infrastructure in place to sell,
service and maintain a large volume of machines and are best equipped to
penetrate the market quickly and efficiently. This strategy allows the Company
to concentrate its resources on doing what it does best, develop reliable,
efficient products.
The Company successfully implemented this strategy by consummating a Master
Distributor Agreement with SmartCash ATM, Ltd. a Dallas; Texas based national
distributor on March 30, 1999.This agreement requires SmartCash ATM to purchase
385 units (a purchase order for these units totaling $9.2 million was received
upon execution of the agreement) for 1999, 1,200 units for the year 2000 and
2,000 units for the year 2001 in order to maintain their exclusivity. The
Company has scheduled shipment of Check Cashing ATMs commencing in September
against the purchase order for 385 machines previously issued by SmartCash ATM
in March 1999. Since July, the Company has shipped 10 units to various locations
across the country and is building new machines to meet this production
schedule.
14
<PAGE>
The Company anticipates that its current number of personnel, 25 (including
employees and consultants) will double by the end of the calendar year and that
significant capital will be spent for the continued development of the
technology, marketing and administration.
The Company anticipates that its working capital needs through the end of this
calendar year will be met through a combination of proceeds from the offering of
its securities in a private placement pursuant to Regulation D Rule 506 of the
Securities Act of 1933, as amended (See Note 9) and revenues from the sale of
the Check-Cashing ATM's. There can no assurance the Company will receive
additional proceeds from the private placement. The Company will also pursue
additional sources of capital including, lines of credit, purchase order
financing (See Liquidity and Capital Resources).
RESULTS OF OPERATIONS
Revenue - The Company reported net revenue of $236,019 for the third quarter
ending September 30, 1999. The revenue is from the sale of production units to
customers as well as residual income from fees generated from these units as
well as two beta units that were placed in the field in late January and early
March respectively. The Company expects higher revenue from the production units
as they mature at customer locations.
Operations - The Company continues to fund its operations for the development
and deployment of Check Cashing ATM. The two beta units and the one
demonstration unit were financed primarily from funds received from equity
private placements.
The Company spent further resources during the third quarter continuing to build
the infrastructure necessary to support not only the research and development
effort but laying the ground work for the various support groups that will be
required for successful transition from a development stage company to a
complete manufacturing, marketing and service organization. The Company believes
it has successfully blended both employee and consultant based infrastructure
that is comprised of mechanical and design engineers, software engineers,
back-end support personnel, with payroll check cashing experience, and financial
support personnel. This organization was critical to the successful ramp-up of
production which commenced during the third quarter of 1999.
Check Central has a fully certified set of subcontractors, suppliers and
assemblers to build machines to meet the Company's requirements. To ensure its
future ability to meet production schedules and gear for increased output, the
Company has engaged in discussion with major ATM machine manufacturers who have
expressed an interest in becoming turnkey manufacturing partners.
EXPENSES
General and Administrative expenses for the quarter ended September 30, 1999
were $1,164,652 compared with $713,031 for 1998 and $2,888,814 for the nine
month period ended September 30, 1999 compared with $2,253,609 for 1998. The
major reason for the increase in G&A in the third quarter was due directly to
costs related to further product development and infrastructure.
Depreciation, interest, property taxes and other expenses increased from $15,730
for the third quarter September 30, 1998 to $33,262 for the third quarter ending
September 30, 1999. This is attributed to increased personnel and thus related
payroll taxes.
Income (Loss) - During the third quarter ending September 30, 1999, the Company
had losses of $1,121,483 compared to losses of $728,713 for the previous year's
quarter ending September 30th. The majority of the loss for the third quarter
ending September 30, 1999 was due to additional expenses for product development
and infrastructure.
LIQUIDITY AND CAPITAL RESOURCES
The year ending December 31, 1998 assets totaled $6,337,242 versus $4,459,903
for the third quarter 1999. The difference is the loss on the sale of the GAHI
asset of $1,164,750 and the reserve of the Quantix Note for $1,900,000. These
two items, however, were offset by the gain on the sale of AMR to Telenetics for
$900,000 in April 1999. The Company's total liabilities increased for the third
quarter 1999 compared with the year ending December 31, 1998 due to the fact
that the company received additional inventory with vendor terms for production
units.
The Company reevaluates its assets on an on-going basis to determine the most
effective use and benefit to the Company in relation to the Company's operations
needs. Based on this review, the Company intends to either sell or leverage the
assets for liquidity to support the Company's capital requirements.
Stockholder's equity was $3,715,516 at September 30, 1999, a decrease of
$2,065,054 from December 31, 1998 due in large part to the sale of GAHI and the
reserve of the Quantix Note.
The Company has a working capital deficiency of $(27,953) at September 30, 1999
and a retained deficit of $(12,120,319). The working capital deficiency has been
reduced from December 31, 1998 due to additional
15
<PAGE>
funds provided to the Company from the private placement offering pursuant to
Regulation D Rule 506 of the Securities Act of 1933, as amended (the "Private
Placement"). The Company's needs for working capital is a key issue for
management and necessary for the Company to meet its goals and objectives.
The Company continues to pursue additional capitalization through the private
placement and other activities in order to raise funds for ongoing
operations, including institutional lending, lines of credit, purchase order
financing and the sale of or financing of its assets. On May 4, 1999 the
Company commenced the Private Placement and if fully subscribed, the offering
will provide approximately $4,000,000 of equity funding to the Company,
exclusive of proceeds payable to the Company through the exercise of the
warrants that are part of the offering. As of September 30, 1999 the Company
has received approximately $683,213 in proceeds from the offering.
YEAR 2000 COMPLIANCE
The year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date-sensitive software or embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.
The Company's plan to resolve the Year 2000 Issue involves the following four
phases: assessment, remediation, testing, and implementation. To date, the
Company has fully completed its assessment of all systems that could be
significantly affected by the Year 2000. The completed assessment indicated that
most of the Company's significant information technology systems could be
affected, particularly the general ledger, billing, and inventory systems. That
assessment also indicated that software and hardware (embedded chips) used in
production and manufacturing systems (hereafter also referred to as operating
equipment) also are at risk. However, based on a review of its product line, the
Company has determined that most of the products it will sell do not require
remediation to be Year 2000 compliant. Accordingly, the Company does not believe
that the Year 2000 presents a material exposure as it relates to the Company's
products. In addition, the Company has gathered information about the Year 2000
compliance status of its significant suppliers and subcontractors and continues
to monitor their compliance.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. As noted above, the Company has
not yet completed all necessary phases of the Year 2000 program. In the event
that the Company does not complete any additional phases, the Company would be
unable to take customer orders, manufacture and ship products, invoice customers
or collect payments. In addition, disruptions in the economy generally resulting
from Year 2000 issues could also materially adversely affect the Company. The
Company could be subject to litigation for computer systems product failure, for
example, equipment shutdown or failure to properly date business records. The
amount of potential liability and lost revenue cannot be reasonably estimated at
this time.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
On or about June 11, 1999 Hwa Sook Shin commenced a legal action in the San
Diego Superior Court against Greenland Corporation. The action arises in
connection with a loan made by Ms. Shin to the Company on or about August 1998.
Ms. Shin seeks repayment of her loan in the amount of $125,000 plus interest and
other costs. The Company filed an answer on or about July 12, 1999. Although
there can be no assurance as to the outcome of this matter, the Company believes
that it has a valid defense to the claims of Ms. Shin and in the event Ms. Shin
is successful in the pursuit of her claim, any judgment awarded to Ms. Shin
would not have a material adverse impact on the operations of the Company. The
Company is not involved in any other litigation that, in the opinion of
management, would have a material adverse effect on the Company.
Manuel Zambrana and Mary Zambrana ("Zambrana") commenced a legal action in the
San Diego Superior Court against Eleven defendants, including Greenland
Corporation (the "Defendants"). Zambrana alleges that they purchased certain
real estate from Defendants and made certain purchases and/or investments with
defendant(s) other than Greenland. Zambrana now seeks recession of the real
estate purchases and investments and/or damages in the approximate amount of
$200,000 against all eleven defendants. These alleged transaction took place in
1997 and predate any current management of the Company. The Company filed an
answer on October 18, 1999. Although there can be no assurance as to the outcome
of this matter, the Company believes that it has a valid defense to the claims
of Zambrana and in the event Zambrana is successful in the pursuit of their
claim, any judgment awarded to Zambrana would not have a material adverse impact
on the operations of the Company. The Company is not involved in any other
litigation that, in the opinion of management, would have a material adverse
effect on the Company.
ITEM 2 - CHANGES IN SECURITIES
In connection with the Company's private placement of its securities pursuant to
Regulation D Rule 506 of the Securities Act of 1933, as amended, the Company, as
of September 30, 1999, has issued 2,935,080 shares of common stock of Greenland
(including the 954,5000 shares of common stock of Greenland issued during the
second quarter) and has issued Class A Warrants, Class B Warrants and Class C
Warrants, each to purchase 3,159,200 shares of common stock of Greenland at
$.50, $1.00 and $1.50 respectively (collectively, the
16
<PAGE>
"Securities"). These Securities are not registered and are deemed to be
"Restricted" as that term is defined under Rule 144 of the Securities Act of
1933. The Securities were issued in reliance on the exemption from
registration pursuant to Section 4(2) of the Securities Act and Regulation D
promulgated thereunder. Written representations were obtained from the
purchasers and legends were placed upon the certificates issued in connection
therewith.
ITEM 3 - DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Master Distributor Agreement Between Check
Central, Inc and SmartCash ATM, LTD.
(b) Reports on Form 8-K
Change of Independent Auditor
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: October 18, 1999 By: /s/ Lee R. Swanson
------------------
Lee R. Swanson
Chief Financial Officer, Director
Date: October 18, 1999 By: /s/ Thomas J. Beener
--------------------
Thomas J. Beener
Secretary, Director
Date: October 18, 1999 By: /s/ Louis T. Montulli
---------------------
Louis T. Montulli
CEO, Chairman of Board
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Greenland
Corporation September 30, 1999 financial statements and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000852127
<NAME> GREENLAND CORPORATION
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 94,212
<SECURITIES> 0
<RECEIVABLES> 142,084
<ALLOWANCES> 0
<INVENTORY> 336,863
<CURRENT-ASSETS> 716,434
<PP&E> 93,209
<DEPRECIATION> (28,302)
<TOTAL-ASSETS> 4,459,903
<CURRENT-LIABILITIES> 744,387
<BONDS> 0
0
0
<COMMON> 30,255
<OTHER-SE> 3,685,261
<TOTAL-LIABILITY-AND-EQUITY> 4,459,903
<SALES> 213,870
<TOTAL-REVENUES> 236,019
<CGS> 159,589
<TOTAL-COSTS> 1,197,914
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,102
<INCOME-PRETAX> (1,121,483)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,121,483)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,121,483)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
