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As filed with the Securities and Exchange Commission on December 4, 2000
File No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
GREENLAND CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0439051
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
1935 AVENIDA DEL ORO, SUITE D
OCEANSIDE, CA 92056
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
EMPLOYEE COMPENSATION & CONSULTING SERVICES
(FULL TITLE OF THE PLAN)
GENE CROSS, 1935 AVENIDA DEL ORO, SUITE D, OCEANSIDE, CA 92056
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(760) 414-9941
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To be Offering Price Aggregate Registration
To be Registered Registered Per Share Offering Price Fee
----------------- ----------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Common Stock 1,294,958 $0.06 $77,697.48 $20.51
</TABLE>
(1) Calculated pursuant to rule 457(h).
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December
31, 1999, Form 10-KSB for year ended December 31, 1999, Form 10-QSB for the
quarters ended March 31, 2000, June 30, 2000, and September 30, 2000,
Definitive Proxy 14A filed May 1, 2000 and supplemented on July 27, 2000 and
the Greenland Corporation 1999 Stock Option Plan approved by shareholders on
August 1999 under the Securities Exchange Act of 1934 are hereby incorporated
by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment, which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement of the extent that
such statement is replaced or modified by a statement contained in this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Securities are registered under Section 12 of the Exchange Act
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Does not Apply
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
Section 78.751, as amended, of the General Corporation Laws of Nevada
(the "Act") provides that a corporation may indemnify a director or officer
of the corporation and to purchase and maintain liability insurance for those
persons as, and to the extent permitted by the Act.
The by-laws of the Company contain provisions indemnifying its directors
and officers to the extent permitted by 78.751, as amended, of the General
Corporation Laws of Nevada (the "Act"), as amended from time to time.
The Company's Certificate of Incorporation limits directors' liability
for monetary damages for breaches of their duties of care owed the Company to
the fullest extent permitted by Nevada law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does Not Apply
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Thomas Beener, Esquire
23.1 Consent of Levitz, Zacks & Ciceric, CPAs
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1)(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the
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registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other that the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
5.1 Opinion of Thomas Beener, Esquire
23.1 Consent of Levitz, Zacks & Ciceric, CPAs
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Oceanside, State of California, on
the 1st day of December 2000.
GREENLAND CORPORATION
By: /s/ Gene Cross
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GENE CROSS, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
December 1, 2000
/s/ GENE CROSS
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Gene Cross
Chief Financial Officer
