8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 20, 2002 GREENLAND CORPORATION (Exact Name of Registrant as Specified in its Charter)

2111 PALOMAR AIRPORT ROAD, SUITE 200, CARLSBAD, CA 92009 (Address of Principal Executive Offices) (760) 804-2770 (Registrant's telephone number, including area code): ITEM 2. ACQUISITION OF ASSETS. On January 31, 2002, the Registrant entered into a stock purchase agreement ("Agreement") to purchase all of the issued and outstanding shares of W3M, Inc., a California corporation doing business as Paradigm Cabling Systems (the "Company"); and ASHFORD CAPITAL LLC, a California Limited Liability Company, REGENTS CAPITAL WEST, MICHAEL CUMMINGS, MONDO MARSHALL, GREG WILBER, SANDRA STEWART and JOHN M. PITKIN ("Sellers"), the shareholders of the Company. The Registrant acquired the Company for $2,916,667, payable pursuant to the terms of a Stock Purchase Agreement dated January 31, 2002, a Secured Promissory Note dated February 1, 2002, and a Pledge Agreement, dated February 1, 2002. The purchase price was determined through analysis of the Company's recent, unaudited financial performance. The Company had revenues in excess of $5 million for the 12-month period ended December 31, 2001. The total purchase price was arrived at through negotiations. The assets of the Company consist of cash, accounts receivable, and equipment. The Registrant will provide financial information related to the acquisition in its next filing of financial results. On February 4, 2002 and on February 26, 2002, the Registrant issued press releases, copies of which are attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. On March 1, 2002, the Registrant appointed Kabani & Company, Inc. ("Kabani") as the Company's independent auditors because its prior auditors, Levitz, Zacks & Ciceric ("LZC") determined it was not independent with respect to its continued services due to the Registrant's nonpayment of fees. LZC's audit report on the financial statements of the Company as of December 31, 2000 expressed its uncertainty as to the Company's ability to continue as a going concern. They cited recurring losses from operations, the Company's working capital deficiency, and limited cash resources. The Registrant has not yet filed its Form 10-KSB for the fiscal year ended December 31, 2001. The Registrant believes there were no disagreements with LZC within the meaning of Instruction 4 to Item 304 of Regulation S-K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure in connection with the audit of the Company's financial statements for the period ended December 31, 2000, or for any subsequent interim period, which disagreements if not resolved to their satisfaction would have caused LZC to make reference to the subject matter of the disagreements in connection with its report. During the fiscal year ended December 31, 2000 and through the present, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) of the type required to be disclosed by that section. The Company has not consulted with any other independent auditors regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). On March 1, 2002, the Company engaged Kabani as the Company's independent auditors for the year ended December 31, 2001, replacing the firm of LZC. The change was approved by the Company's audit committee. A letter of LCZ addressed to the Securities and Exchange Commission is included as Exhibit 16 to this Form 8-K. Such letter states that such firm agrees with the statements made by the Company in this Item 4. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 2(a) Stock Purchase Agreement among the Registrant , W3M, Inc. dba Paradigm Cabling Systems, and certain Shareholders of W3M, dated January 31, 2002. 2(b) Pledge Agreement among the Registrant, Ashford Capital, LLC, Regents Capital West, Michael Cummings, Mondo Marshall, Greg Wilbur, Sandra Steward, John M. Pitkin, and Walter Wright, dated February 1, 2002. 2(c) Secured Promissory Noted among the Registrant, Ashford Capital, LLC, Regents Capital West, Michael Cummings, Mondo Marshall, Greg Wilbur, Sandra Steward, John M. Pitkin, and Walter Wright, dated February 1, 2002. 16 Letter of Levitz, Zacks & Ciceric to the Securities and Exchange Commission included herein pursuant to the requirements of Item 304(a)(3) of Regulation S-K. 99(a) Press release of the Registrant announcing a definitive agreement to acquire W3M, Inc. dba Paradigm Cabling Systems, dated February 4, 2002. 99(b) Press release of the Registrant announcing a the completion of the acquisition of W3M, Inc. dba Paradigm Cabling Systems, dated February 26, 2002. IGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 20, 2002 GREENLAND CORPORATION

GREENLAND CORP 8-K