Edgar Filing: LAIDLAW GLOBAL CORP

U.S. Securities and Exchange Commission
Washington, D.C. 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 March 31, 2003

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 0-27681

LAIDLAW GLOBAL CORPORATION
(Exact name of small business issuer as specified in its charter)

Delaware 13-4093923
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

575 Madison Avenue
New York, NY 10022
(Address of principal executive offices)

(212) 937-8465
(Issuer's telephone number, including area code)

Check whether the issuer (1) 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 |X| No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 35,432,565 shares of common stock as
of April 30, 2003.

Transitional Small Business Disclosure Format (check one)

Yes |_| No |X|

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

a) Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 ... 3

b) Consolidated Statements of Operations and Accumulated Deficit
for the three months ended March 31, 2003 and 2002 ..................... 4

c) Consolidated Statements of Cash Flows for three months ended
March 31,2003 and 2002 ................................................. 5

d) Notes to Consolidated Financial Statements ............................... 6 to 14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ............. 15 to 21

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS ..................................................... 22 to 26

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ...................................... 27

a) EXHIBITS ................................................... 27

b) REPORTS ON FORM 8-K ........................................ 28

SIGNATURES ..................................................................... 29

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Laidlaw Global Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

As of As of
March 31,2003 December 31, 2002
------------- -----------------
(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents $ 478 $ 28,674
Receivable from clearing broker and other receivables 1,193 78,077
Notes receivable 99,989 150,000
Deposits 8,600 17,899
Prepaid and other assets 59,107 87,131
------------ ------------

$ 169,367 $ 361,781
============ ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Accounts payable and accrued expenses $ 3,035,443 $ 2,850,284
Commissions and compensation payable 2,509 2,509
Capitalized lease obligations 386,372 394,643
Other payable 140,000 140,000
------------ ------------

3,564,324 3,387,436
------------ ------------

Commitments and contingencies
Stockholders' equity
Common Stock; $.00001 par value; 50,000,000 shares
authorized; 40,932,865 and 38,932,865 shares
issued as of March 31, 2003 and December 31,
2002, respectively 409 389
Additional paid - in capital 40,139,080 39,990,807
Treasury stock, at cost (5,800,300 shares and
5,771,400 shares as of March 31, 2003 and
December 31, 2002, respectively) (2,491,365) (2,491,365)
Accumulated deficit (41,043,081) (40,525,486)
------------ ------------

TOTAL STOCKHOLDERS' DEFICIENCY (3,394,957) (3,025,655)
------------ ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY $ 169,367 $ 361,781
============ ============

The accompanying notes are an integral part of these consolidated financial
statements.

Laidlaw Global Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)

Three months ended
March 31,
-----------------------------
2003 2002
------------ ------------

REVENUES
Gross commissions $ -- $ 729,495
Asset management fees -- 60,300
Corporate finance & private placement fees 75,000 79,167
Investment income & trading profits -- 432,639
Other 14,525 53,682
------------ ------------

Total Revenues 89,525 1,355,283
------------ ------------

EXPENSES
Salaries and benefits 185,752 598,496
Reversal of charge related to variable options -- (636,036)
Commissions -- 681,417
Clearing fees 6,697 139,879
Rent and utilities 178,451 198,580
Depreciation and amortization -- 89,974
Client-related marketing 2,880 3,436
Travel and entertainment -- 119,419
Professional fees 116,784 298,117
Dues and assessments 6,436 39,150
Communications and information systems 30,661 207,198
Office 3,507 69,391
Interest -- 30,390
Loss from asset write offs -- 35,264
Charge in connection with share exchange -- 70,628
Loss from notes receivable write offs 60,469 --
Other 15,483 73,882
------------ ------------

Total Expenses 607,120 2,019,185
------------ ------------

Loss before taxes (517,595) (663,902)

Income Taxes -- --
------------ ------------

NET LOSS (517,595) (663,902)

Accumulated deficit, beginning of period (40,525,486) (35,952,003)
------------ ------------

Accumulated deficit, end of period $(41,043,081) $(36,615,905)
============ ============

NET LOSS PER SHARE
Basic and diluted $ (.02) $ (.02)
============ ============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING

Basic and diluted 34,799,232 27,554,915
============ ============

The accompanying notes are an integral part of these consolidated financial
statements.

Laidlaw Global Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three months ended March 31,
2003 2002 (*)
----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (517,595) $ (663,902)
Adjustments to reconcile net loss to net
Cash used in operating activities:
Depreciation and amortization -- 89,974
Deferred rent (7,430) (7,429)
Deferred revenue -- (99,722)
Reversal of charge related to variable options -- (636,036)
Loss from notes receivable write offs 60,469 --
Charge in connection with share exchange -- 70,628

(Increase) decrease in operating assets:
Due from clearing brokers and other receivables 66,426 (28,794)
Marketable securities owned -- 175,303
Deposit 9,299 --
Prepaid and other assets 28,024 72,729
Increase (decrease) in operating liabilities
Marketable securities sold but not yet purchased -- (930)
Accounts payable and accrued expenses 192,901 (161,325)
Commissions and compensation payable -- 96,283

----------- -----------

Net cash used in operating activities (167,906) (1,093,221)

CASH FLOWS FROM INVESTING ACTIVITIES

Payment for leased equipment (8,583) (103,865)
----------- -----------

Net cash used in investing activities (8,583) (103,865)

CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock -- (72,593)
Repayment of notes payable -- (257,058)
Proceeds from notes receivable -- 1,915,000
Proceeds from issuance of common stock 148,293 --
----------- -----------

Net cash provided by financing activities 148,293 1,585,349
----------- -----------

Net increase in cash and cash equivalents (28,196) 388,263

Cash and cash equivalents, beginning of year 28,674 2,220,119
----------- -----------

Cash and cash equivalents, end of year $ 478 $ 2,608,382
=========== ===========

Supplemental disclosure for cash flow information:

Cash paid during the period for interest $ -- $ 2,089

* Reclassified for comparability.

The accompanying notes are an integral part of these consolidated financial
statements.

Laidlaw Global Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2003
And for the three months ended March 31, 2003 and 2002

NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

Laidlaw Global Corporation (the Company) is a holding company whose directly and
indirectly wholly- or majority-owned operating subsidiaries include Laidlaw
Holdings, Inc. (Laidlaw Holdings), which was renamed Cardinal Holdings, Inc.
(Cardinal Holdings) in March 2003, Laidlaw Global Securities, Inc. (Laidlaw
Global Securities), a Laidlaw Holdings wholly-owned registered broker- dealer
which ceased operations in November, 2002, and which was dissolved in April,
2003, Westminster Securities Corporation, (Westminster), which the Company sold
in June, 2001, H&R Acquisition Corporation (HRAC), an 81%-owned Laidlaw Holdings
subsidiary which maintains a 100% interest in Howe & Rusling, Inc., (H&R) which
the Company sold in December, 2001, Globeshare Group, Inc., (GGI), formerly
Global Electronic Exchange, Inc. a 97%-owned internet-based investment services
company established on June 14, 1999 which maintains a 100% interest in
Globeshare, Inc. (Globeshare), an internet-based broker-dealer, whose operations
were integrated with Laidlaw Global Securities in October, 2001, Laidlaw Pacific
(Asia) Ltd. (LPA), a registered broker-dealer and Investment Advisor with the
Hong Kong Securities and Futures Commission, which ceased operations in 2001,
Laidlaw International, S.A., (LI) a 99.8% owned broker-dealer based in France,
which ceased operations in April, 2002, Laidlaw Properties, Inc., a new
subsidiary incorporated in November, 2002 which will commence the Company's
investment property business and other real estate ventures, and Phoenix
Securities Corp., a newly added subsidiary in February, 2003, is a broker-dealer
that specializes in corporate services not requiring broker-dealer registration.
The business activities include or included securities brokerage, investment
banking, asset management and investment advisory services to individual
investors, corporations, pension plans and institutions worldwide, as well as
investment property development and management.

On April 6, 2001, LPA ceased business activity to avoid incurring any further
costs of maintaining a dormant operation. Its license was revoked in May, 2001.

On June 12, 2001, the Company sold its common stock interest in Westminster
pursuant to an Amended and Restated Stock Purchase Agreement dated June 7, 2001.
The parties to the transaction agreed to treat May 31, 2001 as the effective
date of the transaction for financial statement purposes. Accordingly, results
of operations of Westminster for fiscal 2001 incorporated in the consolidated
financial statements pertain to the period through May 31, 2001.

Due to the continuing losses incurred by the Globeshare operations, the Company
deemed it best for economic reasons to integrate the operations of the on-line
broker as a division of Laidlaw Global Securities. The combination of the
operations, which would eliminate the redundancy of services and reduce
operating costs, was made effective on October 5, 2001.

On December 26, 2001, the Company sold its interest in HRAC pursuant to a Stock
Purchase Agreement dated December 21, 2001. Accordingly, all assets,
liabilities, equity and results of operations of H & R for fiscal 2001
incorporated in the consolidated financial statements pertain to the period
through December 26, 2001.

With the difficult market conditions that prevailed starting the second half of
fiscal 2000, Laidlaw Global Securities experienced continued losses and erosion
of capital despite management's persistent efforts to cut costs and find new
avenues for revenue generation. In the last quarter of fiscal 2002, the
Company's management deemed Laidlaw Global Securities was no longer a viable
operation to maintain. On or about November 19, 2002, Laidlaw Global Securities,
filed with the Securities and Exchange Commission a Uniform Request Withdrawal
from Broker-Dealer Registration effective November 13, 2002. LGSI also filed a
Notice of Withdrawal as an Investment Advisor.

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has suffered recurring
losses and has a significant accumulated deficit as of March 31, 2003. In
addition, the Company continues to incur substantial losses. Accordingly, the
Company anticipates that it will require additional sources of funding during
2003 to maintain its operations. The Company is dependent on outside sources of
financing and is presently pursuing several alternatives, although no additional
financing is imminent. These conditions raise substantial doubt about the
ability of the Company to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Certain prior year amounts have been restated to conform to the current year
presentation.

NOTE B - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS
No. 141) and Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets (SFAS No. 142). The new standards require that all
business combinations initiated after June 30, 2001 be accounted for under the
purchase method. In addition, all intangible assets acquired that are obtained
through contractual or legal right, or are capable of being separately sold,
transferred, licensed, rented or exchanged shall be recognized as an asset apart
from goodwill. Goodwill and intangibles with indefinite lives will no longer be
subject to amortization, but will be subject to at least an annual assessment
for impairment by applying a fair value based test. The Company does not expect
there to be a material impact from the adoption of SFAS NO. 142.

In August 2001, the FASB issued statement of Financial Accounting Standard No.
144 Accounting for the Impairment or Disposal of Long Lived Assets. This
statement is effective for fiscal years beginning after December 15, 2001. This
supercedes Statement of Financial Accounting Standards No. 121 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", while retaining many of the requirements of such statement. The Company is
currently evaluating the impact of the statement.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123." This statement expands the disclosure requirements with respect to
stock-based compensation. The transition guidance and annual disclosure
provisions of SFAS Bo. 148 are effective for fiscal years ending after December
15, 2002. The adoption of SFAS N0. 148 did not impact the Company's financial
condition or results of operations for fiscal 2002. Management is in the process
of evaluating the impact of the statement on the Company's financial position
and results or operations for fiscal 2003.

NOTE C - NET CAPITAL REQUIREMENTS

The Company's broker-dealer subsidiaries were subject to the Securities and
Exchange Commission's Uniform Net Capital Rule (SEC Rule 15c3-1), which requires
the maintenance of minimum net capital and requires that the ratio of aggregate
indebtedness to net capital, both as defined, shall not exceed 15 to 1 for
Laidlaw Global Securities. At March 31, 2002, Laidlaw Global Securities was
required to maintain minimum net capital of $105,899 and had total net capital
of $1,106,916 which was $1,001,017 in excess of its minimum requirement.

NOTE D - NOTES PAYABLE AND SUBORDINATED BORROWINGS

There were no outstanding notes payable and borrowings under subordination
agreements at March 31, 2003.

On March 14, 2001, LI obtained a loan of $446,350 through the issuance of an 8%
note in which the principal and interest are due in one year. This loan was
assumed by the Company in December 2001 in the amount of $482,058 which included
interest of $35,708 to original maturity date. If the Company defaults as
defined in the agreement, then the noteholder may, in lieu of payment of the
Principal Amount, convert the note into common stock of the Company at the
conversion price of $0.30 per Common Share. In March and April of 2002, the
terms were renegotiated wherein $50,000 of the note was converted into 333,329
shares of the Company's stock with the balance of the principal and interest
payable in varying installments with the final payment due in July 2002. No
additional interest is charged on the note from March 14, 2002 until July 2002.

On April 5, 2001, GGI obtained a loan of $250,000 through the issuance of a 10%
convertible subordinated note in which the interest is due on a semi-annual
basis and the principal on April 5, 2002. Under the terms of the note, the
noteholder may convert into GGI stock at the greater of $.65 per share or a 40%
discount from the initial public offering price per share or into Company common
shares at a price of $.55 per share. In March and April 2002 the terms were
renegotiated wherein $50,000 of the note was converted into 166,670 shares of
the Company's common stock and the balance is repayable in varying installment
payments through August, 2002. No additional interest is charged on the note
from April 5, 2002 until August 2002.

In March 2002, the Company borrowed securities worth $397,600 and returned the
same by the end of the month. In connection with these borrowings, the Company
paid interest at the rate of 8% for the period the securities were borrowed.

In May, 2002, the Company borrowed securities worth $1,033,598 from a related
party through the issuance of a 4% promissory note due June 30, 2002. Under the
terms of the loan agreement, the Lender acknowledges a fixed valuation for the
securities and agrees to accept the return of such securities as full repayment
of the principal sum due on the Note notwithstanding the market valuation of the
securities on the Repayment date. The lender reserves the right to demand the
return of the securities in lieu of any other form of repayment. At maturity,
this note was extended under the same terms to expire on September 15, 2002. The
note was extended twice under the same terms to expire on September 30, 2002 and
November 15, 2002. As of September 30, 2002, $1,000,000 of these securities were
contributed by the Company as capital to Laidlaw Global Securities. On November
13, 2002, the Company decided to withdraw the membership of Laidlaw Global
Securities from the NASD. On November 15, 2002, all the securities borrowed on
the note were returned, which constituted full payment of the principal. A
90-day extension of payment for any interest due on the loan has been agreed
upon until March 15, 2003, at which time the Lender, given the financial
condition of the Company, forgave the unpaid interest balance. As discussed in
Note A, the Company is dependent on outside sources of financing and is
presently pursuing several alternatives.

In June, 2002, the Company borrowed securities worth $727,788 from a related
party through the issuance of a 4% promissory note due September 15, 2002. At
maturity, this note was extended twice under the same terms to expire on
September 30, 2002 and November 15, 2002.Under the terms of the loan agreement,
the Lender acknowledges a fixed valuation for the securities and agrees to
accept the return of such securities as full repayment of the principal sum due
on the Note notwithstanding the market valuation of the securities on the
Repayment date. The lender reserves the right to demand the return of the
securities in lieu of any other form of repayment. As of September 30, 2002, the
Company had transferred all of these borrowed securities to the Laidlaw Global
Securities, Inc. subsidiary as a partial payment of its intercompany liability.
On November 13, 2002, the Company decided to withdraw the membership of Laidlaw
Global Securities from the NASD. On November 15, 2002, all the securities
borrowed on the note were returned, which constituted full payment of the
principal. A 90-day extension of payment for any interest due on the loan has
been agreed upon until March 15, 2003, at which time the Lender, given the
financial condition of the Company, forgave the unpaid interest balance. As
discussed in Note A, the Company is dependent on outside sources of financing
and is presently pursuing several alternatives.

In August, 2002, Laidlaw Holdings, Inc. borrowed securities worth $731,250 from
a shareholder through the issuance of a 4% promissory note due November 1, 2002.
At maturity, this note was extended under the same terms to expire on November
15, 2002. Under the terms of the loan agreement, the Lender acknowledges a fixed
valuation for the securities and agrees to accept the return of such securities
as full repayment of the principal sum due on the Note notwithstanding the
market valuation of the securities on the Repayment date. The lender reserves
the right to demand the return of the securities in lieu of any other form of
repayment. As of September 30, 2002, $697,175 of these securities were
contributed by the Company as capital to the Laidlaw Global Securities and
$34,075 of these securities were transferred to Laidlaw Global Securities, Inc.
as a partial payment of its intercompany liability. On November 13, 2002, the
Company decided to withdraw the membership of Laidlaw Global Securities from the
NASD. On November 15, 2002, all the securities borrowed on the note were
returned, which constituted full payment of the principal. A 90-day extension of
payment for any interest due on the loan has been agreed upon until March 15,
2003, at which time the Lender, given the financial condition of the Company,
forgave the unpaid interest balance. As discussed in Note A, the Company is
dependent on outside sources of financing and is presently pursuing several
alternatives.

On June 15, 2002, Laidlaw and London Capital Group Ltd. ("LCG"), a British
Virgin Island company, signed a stock purchase agreement whereby LCG agreed to
purchase from Laidlaw an equity interest representing 51% of the voting shares
of Laidlaw on a fully diluted basis. LCG was to purchase this equity on or
before June 28, 2002 for US $3.2 million.

LCG was not able to meet the initial closing date. In consideration of Laidlaw
extending the closing to July 30, 2002 or such earlier date as the parties may
agree, LCG assigned to Laidlaw a third party demand note from an entity publicly
traded on the London Stock Exchange, in the agreed upon amount of 2,356,060
Euros (US$ 2,329,248) secured only by a reciprocal note of Laidlaw to LCG. LCG
further agreed that in the event that LCG did not close the purchase by July 30,
2002 for any reason other than the action of Laidlaw, it would forgive $500,000
of the repayment obligation on the reciprocal note.

On July 30, 2002, LCG failed to abide by the terms of the funding agreement.

Laidlaw notified LCG that the transaction terminated and maintained its right to
a $500,000 penalty under the terms of the agreement. Subsequently, upon the
request of LCG which assured Laidlaw that it has arranged for the necessary
funds to complete a revised proposal, Laidlaw agreed to voluntarily refrain from
seeking the enforcement of its penalty in order to provide LCG with an
opportunity to submit a revised proposal. Laidlaw initially agreed to wait until
August 16, 2002 before acting and then agreed to extend that deadline to August
31, 2002. No revised proposal was received and Laidlaw may have enforced the
penalty under the terms of its agreement with LCG.

In January, 2003, the Company settled this dispute with London Capital
Group,Ltd. for a compensation of $70,000, $10,000 of which was received in
December 2002 and the balance of $60,000 was received in January 2003.

NOTE E - COMMITMENTS AND CONTINGENCIES

Litigation

Galacticomm Technologies, Inc. vs. Laidlaw Global Securities, Inc.

Laidlaw Global Securities, Inc. ("LGSI") is a defendant in a legal matter
involving the underwriting and initial public offering of Galacticomm
Technologies, Inc. ("Galacticomm") shares. The Company acted as a member of a
selling group, pursuant to which the Company agreed to purchase 200,000 shares
of Galacticomm at $5.40 per share and 200,000 warrants of Galacticomm at $0.09
per warrant. Additionally, the Company agreed to guarantee the purchase of an
additional 20,000 shares and warrants if deemed necessary. Prior to the
settlement of the IPO, the Company had satisfied all its commitments as part of
its agreement with the lead underwriters. Prior to the settlement of the IPO,
the lead underwriters aborted the IPO based upon what they, in their sole
discretion, believed was a declining market in the U.S. and abroad. Pursuant to
the underwriting agreement between Galacticomm and the lead underwriters, the
lead underwriters had the right, in their sole discretion, to abort the IPO in
the event of adverse conditions. Galacticomm commenced suit against the
underwriting group in a Florida state court seeking damages for breach of the
underwriting agreement.

Before this matter could proceed to trial, all remaining defendants reached a
settlement agreement with plaintiff. The settlement agreement provided for LGSI
to pay the sum of $72,500 over four quarterly installments. However, Laidlaw
breached the terms of the settlement agreement resulting in a judgment against
the Company in the amount of $1,378,681 (with interest accruing at the rate of
9% per annum from January 21, 2003). Since this judgment is against LGSI only,
the Company's counsel believes that plaintiff can enforce this judgment only
against LGSI and not against any of the other Laidlaw entities, including the
parent entity. Furthermore, it is the opinion of the Company counsel that in the
event LGSI has sufficient capital to pay the original settlement amount,
plaintiff will accept this sum in full satisfaction of the aforementioned
judgment. Of course, there is no guarantee that this will occur. Management has
indicated its intent to appeal the judgment in the state of Florida.

Greek Capital Market Commission vs. Laidlaw Global Corporation

The Company, as well as its subsidiary Laidlaw Global Securities, have been
named in an administrative proceeding involving the Greek Capital Market
Commission ("CMC"). In early 2000, representatives of the Company were
introduced to a representative of Elektra S.A. ("Elektra"), an entity whose
securities are publicly traded in Greece, in order to discuss a business
strategy by which the Company would assist in the sale of a significant amount
of Elektra's shares by certain of its stockholders. Following meetings with such
persons, Elektra announced in the spring of 2000 that its principal shareholders
would sell up to 3,000,000 shares of its stock. On March 28, 2000, Elektra sold
two million shares of its stock to institutional investors through a Greek
brokerage firm, Contalexis Financial Services.

On February 28, 2001, the CMC, an administrative body which reviews securities
issues in Greece, found that Laidlaw Global Securities violated certain
notification requirements to the CMC and Elektra. According to the CMC's
findings, the Company (i) failed to notify the CMC and Elektra of the March 28,
2000 acquisition of Elektra shares and (ii) failed to notify the Athens Stock
Exchange of the Company's assignment of voting rights and participation of share
capital in Elektra. The Company believes that, since neither it nor any of its
subsidiaries ever owned shares of Elektra, and for the other reasons set forth
below, both of these findings are without merit and factually inaccurate and
will be overturned on appeal.

Additionally, the CMC found that a representative of the Company falsely stated
to the public that the Company was interested in holding Elektra shares two days
prior to selling such shares. Since the Company never held shares of Elektra,
management believes that such statements were misquoted by the Greek press. The
subsidiary Laidlaw Global Securities and the Company have been assessed fines
and penalties aggregating 1,257,168 Euros (US$1,357,741).

These fines were levied after reviewing response letters filed by the Company's
Greek counsel. Greek counsel to the Company will be filing Remedy Petitions
before the CMC against the decisions assessing the fines, which is a form of an
administrative proceeding. In the event the Remedy Petitions are rejected by the
CMC, the Parent will file Writs of Annulment before the Conseil d'Etat, which is
the Greek Court having jurisdiction over such matters. Since neither the
Company, nor any of its subsidiaries, has (i) ever owned shares of Elektra, (ii)
ever acted as a principal or agent for the purchase or sale of shares of
Elektra, (iii) acted as a broker-dealer of securities of Elektra, or (iv) ever
stated, publicly or otherwise, that it, or any of its subsidiaries, did hold, or
intended to hold or own, shares of Elektra, it believes that the findings of the
CMC will be overturned on appeal. The Company's counsel in Greece has advised
that in its opinion, the fines imposed by the CMC are civil fines and can only
be enforced against the assets of the Company in Greece. Further, they advise
that any enforcement of fine in the United States would require commencing a new
action in the United States.

Plural, Inc. vs. Laidlaw Global Corporation, et. al.

In November, 2001, Plural instituted action in the New York State Supreme Court
for services rendered pursuant to a computer consulting agreement. Plural
claimed approximately $700,000 was due to it pursuant to the agreement. In June,
2002, Plural and Laidlaw entered into a settlement agreement wherein the payment
by Laidlaw of $40,000 to Plural by August 2, 2002 shall cause all claims or
counterclaims which are or could be asserted, including but not limited to those
set forth in the Complaint and the draft counterclaims, to be dismissed with
prejudice, without costs, for which purpose either party may tender an
appropriate form of judgment to the Court, on notice. Payment of the settlement
amount has been made by Laidlaw.

Estate of Harold Slote v. Laidlaw Global Securities, Inc. ("LGS"), Drake Capital
Securties, Inc. ("Drake"), Gruntal & Co., LLC ("Gruntal") et al.

The Claimant alleges that a registered representative while employed at LGS,
Drake and Gruntal, made investments on behalf of Harold Slote which were
unsuitable and in contravention of Mr. Slote's investment goals. Plaintiff seeks
$36,091 in compensatory damages against LGS and $571,193 from all defendants for
alleged lost opportunities, interest, attorney's fees, costs and punitive
damages. In response to the motion by LGS counsel, the case was dismissed in
August, 2002.

Liptak v. Laidlaw Holdings Asset Mangement, Inc. Laidlaw Global Securities, Inc.
et al

The Claimant alleges unauthorized trades, unsuitability, fraud, conversion,
breach of fiduciary duty by a former registered representative and failure to
properly supervise. A hearing was held on the matter by an NASD arbitration
panel in July 2002 and post-hearing memoranda have been submitted. Claimant
seeks damages in excess of $750,000. LGS was aware that the registered
representative had been terminated by another broker/dealer for "selling away",
i.e. conducting business on behalf of the a customer outside of the firm and
without the firm's knowledge.

LGS hired the registered representative but imposed enhanced
supervisory/compliance procedures. Notwithstanding the procedures and
unbeknownst to LGS, the registered representative continued the practice of
"selling away" and the issue is whether LGS took necessary measures to prevent
the registered representative from harming his customers while at LGS. On the
merits of the denial of liability position by LGS, the decision in favor of
Laidlaw was rendered in June, 2002.

Bergmann v. Laidlaw Global Corp. and Roger Bendelac

Robert Bergmann, Jr., a former customer of Laidlaw Global Securities, has filed
a NASD Arbitration against Laidlaw Global Corp. and Roger Bendelac individually,
seeking $953,000 in damages based upon allegations that Roger Bendelac failed to
sell Mr. Bergmann's shares of Laidlaw's common stock upon the expiration of the
restrictive period. Claimant's father obtained shares of the Company in August
1999 upon the conversion of a convertible note issued by Laidlaw Holdings, Inc.
At the time the stock was issued, as a conversion from a Laidlaw Holdings, Inc.
Convertible Subordinated Note, the common stock carried a one year restriction
on the re-sale of the stock pursuant to Rule 144 of the Securities Exchange Act;
i.e., the holder had to hold the security for a minimum of one year before
selling it. Mr. Bergmann sought to sell the shares in January 2000. However,
Claimant alleges that Mr. Bendelac failed to sell Mr. Bergmann's shares and by
the summer of 2000, the value of this security dropped substantially. It should
be noted that the purchase costs by the Claimant's father in Laidlaw shares at
stake in litigation never exceeded $100,000. Further, Mr. Bendelac had become
the Chief Executive Officer of the Company and no longer handled the Bergmann
account. Claimant is seeking the difference in the value of the stock at the
time he instructed Mr. Bendelac to sell the shares, versus the current value of
his holdings.

Upon a review of the facts and the law, and based upon Claimant's admissions as
to the applicable dates, it appears that as of January 2000, Mr. Bendelac was
unable to carry out Bergmann's instructions based upon Rule 144. As the stock
was acquired by Mr. Bergmann in August 1999, based upon the fact that the
security was subject to a one year holding period, Mr. Bendelac could not have
sold this stock for Bergmann until August 2000, at the earliest. As such, this
Claim should be dismissed as a matter of law.

Laidlaw's counsel has had numerous conversations with Claimant's counsel about
reaching a settlement and Laidlaw has offered a nuisance value settlement of
$4,000. Claimant's counsel has indicated he is favorably disposed to accepting
this sum, given the pending motion, his review of the applicable law as set
forth in Laidlaw counsel's motion to dismiss, and upon Laidlaw's dire financial
circumstances. Claimant's counsel has now informed Laidlaw that he is
withdrawing from the case. Naturally, Claimant's counsel's decision to withdraw
is not binding nor can the Company conclude that Claimant won't continue the
matter with substitute counsel. Laidlaw counsel, however, remains confident in
the merits of Laidlaw's defenses.

Based on this new development, Laidlaw Global Corporation, which is not
regulated by the NASD, has decided to inform the NASD that it is not subject to
NASD jurisdiction and therefore can no longer be part of these proceedings. To
date Claimant has not filed the claim in court or in any other jurisdiction.

Thomas v. Laidlaw Global Securities, Inc., Coleman & Co. and Andrew Fine.

Claimant alleges the respondents are liable to him for an amount between
$100,000 and $500,000. Claimant was a customer of LGS and Andrew Fine was his
former registered representative. Prior to becoming a broker at LGS, Mr. Fine
worked at Coleman & Co. where Mr. Thomas was his customer. The account was
subsequently transferred from Coleman & Co. to LGS when Mr. Fine was employed by
LGS.

Claimant alleges broker Fine subjected his account to unnecessary risks contrary
to his investment objectives. Claimant focuses his complaint on investments in a
company known as Razorfish, Inc. It should be known that Razorfish is, itself,
the target of intense regulatory scrutiny for committing securities fraud and
thus, to the extent Fine was caused to make any misrepresentations, we have the
added defense that Fine believed his representations to be true at the time he
made them to Thomas based upon information Razorfish was disseminating to the
public.

Laidlaw counsel has interposed an Answer on behalf of LGS but not on behalf of
its former broker Fine who is representing himself. The acts complained of by
Mr. Thomas occurred while Mr. Fine was employed at Coleman & Co. Stock of
Razorfish was purchased for the Thomas account before the account was
transferred to LGS. To the extent Fine did recommend speculative investments,
and to the extent these investments were unsuitable and did cause Claimant to
sustain losses, Laidlaw should not be held liable. In fact, at the time Claimant
transferred his account, the value of the account was only $9,000. The Thomas
account at LGS never exceeded approximately $20,000 and thus, the exposure to
LGS, if any, is quite limited. NASD has appointed an arbitration panel and the
matter was scheduled to be heard on April 29 to May 1, 2003. Laidlaw counsel had
settlement talks with Claimant's counsel in an effort to resolve this matter.
Claimant's counsel has indicated it will accept a settlement of $4,990,
Laidlaw's counteroffer to the Claimant's original offer of $5,500. As of May 13.
2003, the settlement agreement is in the process of being finalized.

David Bottoms, Jr. v. Laidlaw Global Corp, et al.

On or about December 21, 2001, David Bottoms entered into two contracts with
Laidlaw Global Corp. The first agreement (Acquisition Agreement) provided
Laidlaw would purchase certain rights and interests owned by Bottoms in
consideration for the payment of $300,000 and enter into a three year consulting
agreement in which Laidlaw agreed to pay Bottoms the sum of $100,000 per year.
Laidlaw paid the $300,000 acquisition fee and paid $50,000 toward the three year
consulting agreement. However, after the company became insolvent, Laidlaw was
unable to pay the balance of $250,000. However, Bottoms was not required to
provide any consulting services to the company as a result.

On or about December 19, 2002, Bottoms commenced a lawsuit in the Supreme Court
of the State of New York, County of New York against Laidlaw Global Corp.,
Laidlaw Holdings, Inc., Laidlaw Global Securities, Inc. and Laidlaw Global
Properties, Inc. alleging breach of the aforementioned agreements and seeking
$250,000 in damages plus 7% interest. This office filed a notice of appearance
and a demand for a complaint. Laidlaw counsel appeared in Court on March 27,
2003 at which time the Court stipulated the end May, 2003 as the discovery cut
off date. Thereafter, a trial date will be set by the Court.

The Agreement mandates that the parties agree to arbitrate all disputes before
the American Arbitration Association. Before getting to the merits of the
matter, it should be known that Laidlaw has a strong opportunity to oppose the
action by moving to stay the court proceedings and to compel arbitration. By
proceeding in the state court system, it is not likely this matter will be
resolved for several years versus a much more expedited (and far more costly)
result should the matter proceed before AAA. As such, no decision has yet been
made as to whether to permit this matter to proceed in the state court venue.

In either event, the company has several defenses to this action. First, Bottoms
named Laidlaw Global Securities, Inc. and Laidlaw Global Properties, Inc. as
defendants in this action and there is no basis for these parties to be included
in this matter. In fact, Laidlaw Global Properties didn't even exist until after
the contract in question had been entered into. Additionally, there is a
question of Bottoms lack of performance of his consulting duties, the
consideration for the payment of his consulting fees. However, this is a
question of fact that will have to be determined by either an arbitration panel
or a jury. At this point in time, there is no way to accurately assess the
liability of this matter except to note that unless a settlement is reached, and
that appears unlikely at the moment, this matter will not be disposed of for
quite some time, perhaps a year at the earliest, longer if the matter remains
before the Court.

S.L. Greene vs. Laidlaw Holdings, Inc.

Laidlaw Holdings, Inc., the leaseholder to the Company's office spaces at 100
Park Avenue is currently in default on its lease agreement with its landlord SL
Greene. As a result, SL Greene has obtained a judgment against Laidlaw Holdings,
Inc. in excess of $500,000. Since SL Greene obtained its judgment, Laidlaw has
vacated the premises. There is no way of knowing at this time whether SL Greene
intends to seek enforcement of its judgment in light of its awareness of the
Company's current financial status.

Richard Tuten vs. Laidlaw Global Securities, Inc.

Claimant Richard Tuten commenced a NASD Arbitration against Laidlaw Global
Securities, Inc. seeking $821,226 in compensatory damages alleging that LGSI
fraudently induced Tuten to personally guarantee certain loans for his company
under the guise that Laidlaw would raise $3,000,000 in private funding only to
purposely withhold its successful fund raising efforts in an effort to drive the
company into bankruptcy so other Laidlaw clients could buy Tuten's company's
assets for pennies on the dollar.

The matter on this case arose out of events that date as far back as June 1997.
The issuance of a complaint almost six years later raises both credibility and a
possible statute of limitations issue. LGSI Counsel does not feel the matter has
any merit and is of the opinion that this matter can be successfully defended.
On May 10, 2003, Counsel has filed a response on behalf of LGSI denying all
allegations and further denying complainant's claim on the ground that no
written contractual agreement has ever existed with the complaining party.
LGSI's response has further asserted the failure of the complainant to make a
claim within the time frame of both federal and state statutory limitations
requirements.

Equilease vs. Globeshare, Inc., Laidlaw Global Corp. et al

Claimant alleges the respondents are liable to them for the amount of $190,000
based on non fulfillment of a lease agreement by the Globeshare, Inc. subsidiary
and non fulfillment of guarantee by Laidlaw Global Corp. Laidlaw Global Corp.
has proposed a settlement through the issuance of non-voting interest bearing
preferred stock with a 3-year maturity and a conversion feature at maturity.
Laidlaw is expecting a response from Equilease. The outcome of this litigation
could have a significant impact on Laidlaw's prospects to continue operations.

NASD Regulatory Matter

The NASD has commenced a formal investigation against LGSI pertaining to certain
trading activities of LGSI in the stock of the Company during the period June
1999 through September 1999. The NASD alleges that a firm trader and others
improperly traded restricted shares of the Company from the LGSI proprietary
account. Further, NASD alleged, and trading records confirmed, LGSI may have
engaged in improper solicited agency trades of the Company's restricted stock
during this period. If the allegations were proven true, the aforementioned
trades would have been violative of securities rules and regulations.

After submitting a Wells submission (a legal brief outlining the reasons why
charges should not be brought against Laidlaw Global Securities, Inc.) LGSI has
signed a settlement agreement with the NASD wherein LGSI agreed to a censure and
a fine in the amount of $50,000 to be paid no later than May 1, 2003. There were
no admission of wrongdoing by LGSI and once the fine is paid, the matter will be
deemed concluded.

Since LGSI no longer exists as a corporate entity, the Company, being the
ultimate parent, took upon itself to satisfy this obligation to the NASD. On
April 30, 2002, the Company proposed the following payment schedule that would
be feasible considering the financial difficulties of the Company: $12,500 paid
with the proposal as initial payment and the balance payable in installments of
$6,250 each from July 1, 2003 to October 1, 2004. Interest was proposed at the
appropriate minimal interest authorized by the Internal Revenue Service (IRS).
The NASD communicated their agreement with the Company upon their receipt of the
proposal.

American Stock Exchange Listing Matter

On April 10, 2003 the staff of American Stock Exchange (AMEX) confirmed with the
management of the Company the intention of AMEX to proceed with the filing of an
application with the Securities and Exchange Commission (the "SEC") to strike
the Company's common stock from listing and registration on the Exchange. AMEX
had earlier advised Laidlaw Global Corporation in April 2002 that Laidlaw was in
breach of two continuing listing requirements of the Exchange, namely, its
equity was below the required minimum and that it had reported losses two of the
previous three years. Laidlaw submitted a business plan to AMEX outlining its
strategy to cure the defaults over the next three to four quarters and requested
AMEX to maintain the listing as long as Laidlaw continued to meet the goals set
out in the business plan. Given the continuing difficult markets, Laidlaw has
ascertained that it will be unable to meet the deadline set forth in the
business plan to comply with the AMEX listing standards. Moreover, the AMEX has
notified Laidlaw in its most recent communication that the Company presently is
in breach of additional listing requirements, including its failure to hold a
shareholders' meeting in a timely manner. The Company does not agree with all of
the issues in the AMEX notification and has the right to appeal the AMEX
notification. Laidlaw's Board of Directors reviewed the merits of appealing the
notification but has decided that it will not be in compliance with AMEX's
listing requirements, given the Company's financial performance in the latest
fiscal year. Consequently, Laidlaw filed a notice on April 21, 2003 with the SEC
for a voluntary delisting of its shares from the American Exchange. The Company
is making all efforts to facilitate the trading of its shares on the OTC
Bulletin Board. Laidlaw also is trying to ensure that there is no gap in trading
for the Company's shares in its transition from the AMEX.

Securities and Exchange Commission Regulatory Matter

On March 5, 2002, Grant Thornton LLP ("Grant") notified the Laidlaw Board of
Directors that pursuant to Section 10A of the Exchange Act of 1934 (the "Grant
Report"), in their belief, an illegal act or acts may have occurred at Laidlaw
during 2001 with respect to the repricing of stock options. Grant alleged in
part that neither management nor the Board of Directors had taken sufficient
steps to determine whether an illegal act had occurred within the meaning of
Section 10A of the Exchange Act of 1934 and, accordingly, Grant notified the
Securities and Exchange Commission (SEC). The Company has been notified that the
SEC has commenced an informal investigation into this matter.

We are subject to various legal proceedings. In management's opinion, some of
these proceedings in which Laidlaw Global Corporation is involved as a defendant
could adversely affect the viability of the Company to continue its existence if
not satisfactorily settled or if an adverse decision beyond the ability of the
Company to receive financing was to be rendered.

NOTE F - INDUSTRY SEGMENTS

In 2002 and prior years, the Company operated in two principal segments of the
financial services industry: Asset Management and Broker-Dealer activities.
Corporate services consist of general and administrative services that are
provided to the segments from a centralized location and are included in
corporate and other.

Asset Management and Investment: activities include raising and investing
capital and providing financial advice to companies and individuals throughout
the United States and abroad. Through this group the company provides client
advisory services and pursues direct investment in a variety of areas.

Broker-Dealer: Activities include underwriting public offerings of securities,
arranging private placements and providing client advisory services, trading,
and brokerage services including conducting research on, originating and
distributing both foreign and domestic equity and fixed income securities on a
commission basis to both institutional and individual investors throughout the
United States and abroad and for their own proprietary trading accounts.

Laidlaw Global Securities, the wholly owned subsidiary of Laidlaw Holdings, Inc.
which, in turn, is wholly owned by the Company, was substantially engaged in
traditional trading, brokerage and investment banking services.

Foreign Operations and Major Customers: The Company had no significant assets or
revenues (either external or intercompany) from operations in foreign countries
for each of the two periods ended March 31, 2003 and 2002 other than commission
and Investment Banking revenues from the activities of Laidlaw Global Securities
on behalf of foreign and U.S. customers in foreign markets, amounting to $27,500
for the quarter ended March 31, 2002, which approximates 2.32% of external
revenue for the period. Additionally, the Company had no significant individual
customers (domestic or foreign) as of March 31, 2003, or for each of the periods
ended March 31, 2003 and 2002.

The following table sets forth the net revenues of these industry segments of
the Company's business.

Three months ended March 31,
-----------------------------
2003 2002
------------ ------------
(Unaudited)

Revenue from external customers
Asset management $ -- $ 60,300
Brokerage 75,022 1,277,372
Corporate and other 14,503 17,611
------------ ------------

Total external revenue $ 89,525 $ 1,355,283
============ ============

Net income (loss)
Asset management $ -- $ --
Brokerage 67,431 (221,694)
Corporate and other (585,026) (442,208)
------------ ------------

Total net (loss) $ (517,595) $ ( 663,902)
============ ============

Total assets
Brokerage 86,252 3,489,898
Corporate and other 83,115 1,320,270
------------ ------------

Total assets $ 169,367 $ 4,810,168
============ ============

NOTE G - STOCK OPTIONS

During 1999, the Company established a stock option plan which incorporated all
outstanding options previously granted under the prior Laidlaw Holdings stock
option plans. The plan allows the Company to grant options to employees of the
Company, its subsidiaries and affiliates, for up to 4,350,000 shares of common
stock at December 31, 2002. Options currently outstanding are exercisable either
immediately or up to five years from the grant date and expire five years after
the grant date.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, and amendment of FASB Statement No.
123." This statement expands the disclosure requirements with respect to
stock-based compensation. The transition guidance and annual disclosure
provisions of SFAS No. 148 are effective for fiscal years ending after December
15, 2002. The adoption of SFAS No. 148 did not impact the Company's financial
condition or results of operations for fiscal 2002. Management is in the process
of evaluating the impact of the statement on the Company's financial position
and results or operations for fiscal 2003.

The following table illustrates the effect on net income and earnings per share
if the fair value based method had been applied to all outstanding and unvested
awards in each period.

Three Months Ended March 31
--------------------------
2003 2002
----------- ----------

Net loss, as reported $( 517,595) $( 663,902)

Add: Stock-based employee compensation
expense included in reported
net loss, net of related tax effects 636,036

Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects ( 49,880) ( 333,897)
----------- ----------

Pro forma net loss $( 567,475) $( 361,763)
=========== ==========

Loss per share:
Basic - as reported $ (0.02) $ (0.02)
========== ==========

Basic - pro forma $ (0.02) $ (0.01)
========== ==========

NOTE H - EARNINGS PER COMMON SHARE

Earnings per common share are computed in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share." Basic earnings per share
excludes the dilutive effects of options and convertible securities and is
calculated by dividing income available to common shareholders by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflect all potentially dilutive securities, as well as the
related effect on net income. Set forth below is the reconciliation of net
income (loss) applicable to common shares and weighted-average common and common
equivalent shares of the basic and diluted earnings per common share
computations:

Three Months ended March 31,
----------------------------
2003 2002
------------ ------------
(Unaudited)

Numerator
Net loss applicable to common shares for basic
and diluted earnings per share $ (517,595) $ (663,902)
------------ ------------

Denominator
Weighted-average common shares for basic
and diluted earnings per share 34,799,232 27,554,915
------------ ------------
Earnings (loss) per common share
Basic and diluted $ (.02) $ (.02)
============ ============

All outstanding warrants and options were excluded from the computation of the
diluted earnings per share because the Company incurred losses for the three
months period ended March 31, 2003 and 2002 and the effect would have been
antidilutive.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

Laidlaw Global Corporation is a financial services firm that operated in two
business segments: brokerage, which includes investment banking and sales and
trading, and asset management. Going forward the company intends to have two
wholly owned subsidiaries: (1) Phoenix Securities Corp.; and (2) Laidlaw
Properties, Inc. ("Laidlaw Properties").

1) Phoenix Securities Corp. offers a range of innovative investment strategies,
and financial services. Phoenix Securities Corp. provides its clients with an
opportunity to extend their investment offerings to key international markets.
Once appropriately licensed and registered, it will assist international
companies who require access to the U.S. capital markets. Laidlaw has years of
experience in building strategic alliances and investment relationships, as well
as advising on mergers and acquisitions and related financing opportunities.
Until it has completed the process of registration and obtained the necessary
licenses, the newly formed subsidiary of Laidlaw is limiting itself to
investment banking services that do not require a registration as a
broker-dealer. It has recently completed its first assignment by issuing a
fairness opinion for a fee in the corporate merger of a publicly traded entity.

2) Laidlaw Properties, Inc. aims to establish itself as a leading niche player
in the global property market. Given the size of Laidlaw and the flat structure
of the business model, the two divisions will be interdependent on each other
and will share their respective skill pools.

Asset management activities included raising and investing capital and providing
financial advice to companies and individuals throughout the United States of
America and overseas. Through this group, Laidlaw provided client advisory
services.

Brokerage activities included underwriting public offerings of securities,
arranging private placements and providing client advisory services, trading,
conducting research on, originating and distributing equity and fixed income
securities on a commission basis and for their own proprietary trading accounts.

Laidlaw has operated through a number of separate entities owned directly by
Laidlaw Global Corporation or through its wholly owned subsidiary, Laidlaw
Holdings, Inc., which was renamed Cardinal Holdings, Inc. in March 2003. Laidlaw
Global Securities, Inc. provided brokerage services and is wholly owned by
Laidlaw Holdings, Inc. Howe & Rusling, Inc. provided management services of
financial assets and was owned by H&R Acquisition Corp., 81% of whose stock was
owned by Laidlaw Holdings, Inc. The interest in H&R Acquisition Corp. was sold
on December 26, 2001 pursuant to a Stock Purchase Agreement dated December 21,
2001. Westminster Securities Corporation, a NYSE member firm acquired by Laidlaw
on July 1, 1999 also provided general brokerage services. Westminster Securities
Corporation was sold on June 12, 2001. The sale of Westminster Securities
Corporation was completed pursuant to the Amended and Restated Stock Purchase
Agreement dated June 7, 2001. The Agreement stipulated that the transactions
shall be treated solely for tax and financial reporting purposes as having an
effective date of May 31, 2001. Another subsidiary, Globeshare Group, Inc.
(formerly Global Electronic Exchange, Inc.), was a holding company that owned
100% of Globeshare, Inc., an online broker-dealer. Globeshare, Inc. filed for
withdrawal of its registration as a broker/dealer with the NASD on November 20,
2001. The operations and customer accounts of the on-line broker were
transferred to Laidlaw Global Securities on October 5, 2001 after duly informing
the customers. A broker/dealer subsidiary called Laidlaw International, S.A.,
located in France, was granted the license to operate as a broker/dealer by
Banque de France in April 2001. A new subsidiary Laidlaw Properties, Inc., which
was incorporated in the state of Delaware under the General Corporation Law,
will undertake the Company's investment property business and other real estate
ventures. Another subsidiary, Phoenix Securities Corp., which was incorporated
in Delaware under the General Corporation Law in September, 2001 and was not
operational until recently, specializes in Corporate services including the
rendering of fairness opinions, the review of merger and acquisition
transactions and the brokering of such transactions for a fee or an equity
participation. At this point, Phoenix Securities Corp. provides services not
requiring its registration as a Broker-Dealer. In the future, should it decide
to enter into businesses requiring such registration, Phoenix will apply for the
appropriate registrations, authorizations and licenses.

Numerous changes in the operation of the businesses of Laidlaw Global
Corporation occurred during fiscal years 2003 and 2002. After September 11,
2001, the European market, an essential part of the business generated by the
French subsidiary, Laidlaw International, deteriorated and did not recover as
promptly as the U.S. markets. In early February, 2002, the French Commission
Bancaire demanded a capital increase of 2 million Euros in order to maintain the
French subsidiary in Compliance with French Net Capital Regulations. Laidlaw
Global Corporation had to make a hard decision since it could not support its
European operations while keeping adequate capital for the U.S. operations. With
a very short deadline imposed by the French regulatory authority, Laidlaw Global
Corporation determined not to provide the additional capital and this resulted
in the nomination of an Administrator for Laidlaw International by the
Commission Bancaire. Effective April 11, 2002, the French Administrator
committed to a process of liquidation. Accordingly, the Company recognized a
loss as of December 31, 2001 from the write off of all its investment in the
French subsidiary amounting to $634,562. In March 2002, the Company incurred an
additional expense of $35,264 in connection with the final settlement in closing
the operations of the French subsidiary as required by the French Administrator.
With the difficult market conditions that prevailed starting the second half of
fiscal 2000, Laidlaw Global Securities, Inc. ("LGSI") experienced continued
losses and erosion of its capital despite management's persistent efforts to cut
costs and find new avenues for revenue generation. In the last quarter of fiscal
2002, the Company's management deemed LGSI was no longer a viable operation to
maintain. On or about November 19, 2002, LGSI filed with the Securities and
Exchange Commission a Uniform Request Withdrawal from Broker-Dealer Registration
effective November 13, 2002. LGSI also filed a Notice of Withdrawal as an
Investment Advisor. In conjunction with this. LGSI sold its list of client
accounts to Kuhns Brothers Securities for a cash consideration of $75,000. A
negative consent transfer letter was sent to all clients of LGSI. With the
cessation of operations of LGSI, Laidlaw terminated most of its employees and
retained only key personnel required to close the affairs of said broker-dealer
subsidiary and maintain the downsized operations of the Company. An asset write
down in the amount of $333,042 was required to adjust the investment of LGSI and
the Company in computer hardware and software, furniture, and leasehold
improvements. Since LGSI was no longer engaged in broker-dealer activities, LGSI
filed a Certificate of Dissolution with the state of Delaware on April 2, 2003.

Market fluctuations in both U.S. and overseas markets, as well as general global
economic factors, significantly affected Laidlaw's operations. These factors
include economic and market conditions; the availability of capital; the
availability of credit; the level and volatility of equity prices and interest
rates; currency values and other market indices; and technological changes and
events. The increased use of the Internet for securities trading and investment
services are important factors that may affect Laidlaw's operations. Inflation
and the fear of inflation as well as investor sentiment and legislative and
regulatory developments will continue to affect the business conditions in which
our industry operates. Such factors may also have an impact on Laidlaw's ability
to achieve its strategic objectives, including growth in assets under
management, global investment banking and brokerage service activities.

Laidlaw's securities business, particularly its involvement in primary and
secondary markets in domestic and overseas markets was subject to substantial
positive and negative fluctuations caused by a variety of factors that cannot be
predicted with great certainty. These factors include variations in the fair
value of securities and other financial products and the volatility and
liquidity of global trading markets. Fluctuations also occurred due to the level
of market activity, which, among other things, affected the flow of investment
dollars into bonds and equities, and the size, number and timing of transactions
or client assignments.

Laidlaw's results of operations were also materially affected by competitive
factors. Recent and continuing global convergence and consolidation in the
financial services industry will lead to increased competition from larger
diversified financial services organizations even though Laidlaw's strategy has
been to position itself in markets where it believes it has an advantage over
its competition due to strong local connections and access to foreign brokerage
firms and investors.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the dates
of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Note A to the Consolidated Financial Statements in
the Company's Annual Report on Form 10-K for the year ended December 31, 2002,
describes the significant accounting policies and methods used in the
preparation of the Consolidated Financial Statements. The following lists some
of the Company's critical accounting policies impacted by judgments, assumptions
and estimates.

Revenue Recognition

Securities Transactions

Customers' securities transactions are recorded on a settlement-date basis with
related commission income and expenses recorded on a trade-date basis.
Proprietary securities transactions are recorded on a trade-date basis. Profit
and loss arising from all securities transactions entered into for the account
and risk of the Company are recorded on a trade-date basis.

Securities are stated at market value, and securities not readily marketable are
stated at fair value as determined by management. The resulting difference
between cost and market (or fair value) is included in trading gains, net.

Securities sold, but not yet purchased, consist of trading securities at market
values. The difference between the proceeds received from securities sold short
and the current market value is included in trading gains, net.

Investment Banking Fees

Investment banking fees include gains, losses and fees, net of syndicate
expenses, arising from securities offerings in which the Company acts as an
underwriter or agent. These fees are recorded on the offering date, sales
concessions on the settlement date and underwriting fees at the time the
underwriting is completed and the income is reasonably determinable.

Corporate Finance Fees

Corporate finance fees are received from providing advisory and due diligence
services for proposed financings that do not result in either the offering of
private or public financing. Fees are recognized when the services are
performed.

Asset Management Fees

The Company computes asset management fees and the related commission payout on
a quarterly basis and amortizes them for financial statement purposes on a
monthly basis.

Impairment of Long-Lived Assets

The Company assesses potential impairment of its long-lived assets, which
include its property and equipment and its identifiable intangibles such as
software development costs and deferred charges under the guidance of SFAS
144"Accounting for the Impairment or Disposal of Long-Lived Assets". The Company
continually determines if a permanent impairment of its long-lived assets has
occurred and the write-down of the assets to their fair values and charge
current operations for the measured impairment is required.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. The Company records a valuation
allowance on deferred tax assets when appropriate to reflect the expected future
tax benefits to be realized. In determining the appropriate valuation allowance,
certain judgments are made relating to recoverability of deferred tax assets,
use of tax loss carryforwards, level of expected future taxable income and
available tax planning strategies. These judgments are routinely reviewed by
management. For further discussion, see Notes A and L to the Consolidated
Financial Statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of March 31, 2003, the Company did not have any derivatives, non
fixed-interest debt or hedges outstanding. Therefore, the Company was not
subject to interest rate risk.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) has
evaluated the Company's disclosure controls and procedures, as defined in the
rules of the SEC, within 90 days of the filing of the date of this report and
has determined that such controls and procedures were effective in ensuring that
material information relating to the Company and its consolidated subsidiaries
was made known to them during the period covered by this report.

Internal Controls

The CEO and CFO is primarily responsible for the accuracy of the financial
information that is presented in this report. To meet their responsibility for
financial reporting, he has established internal controls and procedures which
he believes are adequate to provide reasonable assurance that the Company's
assets are protected from loss. These internal controls are reviewed by the
independent accountants to support their audit work. In addition, our Audit
Committee, which is composed entirely of outside directors, meets regularly with
management and the independent accountants to review accounting, auditing and
financial matters. This Committee and the independent accountants have free
access to each other, with or without management being present.

Recent Developments

In January 2003, the Company issued 2,000,000 shares of its common stock to an
individual unrelated to the Company in a private sale for $148,930 ($.074 per
share).

In January, 2003, the Company settled the dispute that arose out of the
previously non completed funding agreement entered with London Capital Group,
Ltd. for a compensation of $70,000, $10,000 of which was received in December,
2002 and the balance of $60,000 in January, 2003.

On February 14, 2003, Phoenix Securities Corp., which was incorporated in
Delaware under the General Corporation Law in September, 2001 and was until then
anon operating entity, was added as a new subsidiary of the Company. Phoenix
Securities Corp specializes in Corporate services including the rendering of
fairness opinions, the review of merger and acquisition transactions and the
brokering of such transactions for a fee or an equity participation. At this
point, Phoenix Securities Corp. provides services not requiring its registration
as a Broker-Dealer. In the future, should it decide to enter into businesses
requiring such registration, Phoenix will apply for the appropriate
registrations, authorizations and licenses. It has recently completed its first
assignment by issuing a fairness opinion for a fee in the corporate merger of a
publicly traded entity.

On March 4, 2003, the Company moved its offices to a new location in New York
City. The move is in conjunction with its cost restructuring efforts.

On March 26, 2003. the Board of Directors of Laidlaw Holdings, Inc. approved the
dissolution of its wholly-owned subsidiary Laidlaw Global Securities, Inc. which
was no longer engaged in broker-dealer activities. On the same date the Board of
Directors of Laidlaw Global Securities, Inc. concurred with the resolution of
the parent company. Accordingly, a Certificate of Dissolution was filed by
Laidlaw Global Securities, Inc. with the state of Delaware on April 2, 2003.

On March 31, 2003, Laidlaw Holdings, Inc. filed an amendment of its Certificate
of Incorporation with the state of Delaware for a change of corporate name to
Cardinal Holdings, Inc. This amendment was approved by the Secretary of State of
Delaware on April 3, 2003 and made effective retroactive to the filing date.

On April 8, 2003, the Company issued 300,000 shares of its common stock to an
entity unrelated to the Company in a private sale for $24,000 ($.08 per share).
This is in accordance with a Subscription Agreement dated January 14, 2003.

On April 10, 2003 the staff of American Stock Exchange (AMEX) confirmed with the
management of the Company the intention of AMEX to proceed with the filing of an
application with the Securities and Exchange Commission (the "SEC") to strike
the Company's common stock from listing and registration on the Exchange. AMEX
had earlier advised Laidlaw Global Corporation in April 2002 that Laidlaw was in
breach of two continuing listing requirements of the Exchange, namely, its
equity was below the required minimum and that it had reported losses for two of
the previous three years. Laidlaw submitted a business plan to AMEX outlining
its strategy to cure the defaults over the next three to four quarters and
requested AMEX to maintain the listing as long as Laidlaw continued to meet the
goals set out in the business plan. Given the continuing difficult markets,
Laidlaw has ascertained that it will be unable to meet the deadline set forth in
the business plan to comply with the AMEX listing standards. Moreover, the AMEX
has notified Laidlaw in its most recent communication that the Company presently
is in breach of additional listing requirements, including its failure to hold a
shareholders' meeting in a timely manner. The Company does not agree with all of
the issues in the AMEX notification and has the right to appeal the AMEX
notification. Laidlaw's Board of Directors reviewed the merits of appealing the
notification but has decided that it will not be in compliance with AMEX's
listing requirements, given the Company's financial performance in the latest
fiscal year. Consequently, Laidlaw filed a notice on April 21, 2003 with the SEC
for a voluntary delisting of its shares from the American Exchange. The Company
is making all efforts to facilitate the trading of its shares on the OTC
Bulletin Board. Laidlaw also is trying to ensure that there is no gap in trading
for the Company's shares in its transition from the AMEX.

On April 19, 2003, Westminster Securities Corporation ("Westminster Securities")
failed to meet its obligation on a note payable to the Company of $165,000,
consisting of $150,000 principal and $15,000 interest. After several
communications with an officer of Westminster Securities who represented that
Westminster Securities needed time to gather the necessary funds to meet its
obligation, the president of Westminster Securities informed the Company on
April 22, 2003 that the funds were available but they intended to obtain a
reduction in the amount due based on alleged breaches in a service agreement
between Westminster Securities and the Company. The Company acknowledges that it
had a service agreement with Westminster Securities, and that Westminster
Securities paid for the services rendered and already negotiated reductions to
the amounts due on a contemporaneous basis when it did not agree with the
charges. After further discussions with the Company's legal counsel and
negotiations with Westminster Securities, the Company agreed with Westminster
Securities for a settlement of $99,989 on April 28, 2003, whereby the Company
issued a general release to Westminster Securities in consideration of $99,999
and Westminster Securities issued a general release to the Company in
consideration of $10. The settlement was received by the Company on April 29,
2003.

Global Economic and Market Developments in the Quarter Ended March 31, 2003

The difficult global market and economic conditions that existed during fiscal
2002 continued in the first quarter of fiscal 2003. Most global economies
continued to experience higher levels of unemployment and lower levels of
industrial production. Uncertainty surrounding greater geopolitical tensions and
persistent terrorist threats also made investors become increasingly
risk-averse. It is currently unpredictable when these market and economic
conditions will improve.

In Europe, economic growth was generally stagnant, with the level of business
and consumer confidence feeling the impact of difficult conditions existing in
the global economy. The levels of employment and industrial production decreased
further in the first quarter of fiscal 2003 as compared to the levels in
December 2002. European Union figures released during the first week of March,
2003 showed unemployment in the 12 countries using the euro - and where the
European Central Bank ("ECB") sets monetary policy - reaching its highest level
in almost two years as it rose to 8.6% in January 2003 from 8.5% in December
2002. Fears about job security have helped push consumer confidence in the 12
countries using the euro to a five-year low, making it less likely consumer
spending will spur recovery. These economic data convinced the ECB that
uncertainties about future developments seemed to have increased further during
the first few months of fiscal 2003 and the economy needed a stimulus. As a
result, the ECB lowered the minimum bid rate on the main refinancing operations
on March 6, 2003 to 2.50% from 2.75%, where it had stood since a half-point cut
on December 5, 2002. The ECB has left the interest rate unchanged in April 2003,
waiting to see what effect the war in Iraq will have on Europe's sluggish
economy before deciding on another growth-spurring rate cut.

In the U.S., market and economic conditions remained difficult during the first
quarter of fiscal 2003, primarily due to a relatively high unemployment rate
which averaged 5.8% during the quarter and rose back up to 6% in April, matching
its highest level in nine years. A sharp rise in energy prices put further
downward pressure on corporate profits. Consumer spending was also weaker,
reflecting a significant decline in consumer confidence for the quarter.
Businesses continued to slash investment spending in response to weakening
demand and declining profits. These conditions, as well as the reduction in the
level of overall global economic activity, contributed to the declines
experienced by U.S. equity markets. In addition, investor confidence weakened
due to continuing concerns on the possible risks from global political events
and terrorism and increased concerns regarding the resilience of the U.S.
economy and financial markets. Against that backdrop and with monetary policy
having been eased substantially, the Federal Open Market Committee (FOMC)
decided not to make any further rate cutbacks and leave the federal funds rate
unchanged at 1.25 percent during the first quarter of fiscal 2003. The FOMC
believed that the already low interest would motivate consumers to keep spending
and businesses to invest, forces that would eventually bolster economic growth.
During its subsequent meeting on May 6, 2003, the FOMC decided to leave the
interest rates unchanged. The Committee believes that, since the ebbing of
geopolitical tensions has rolled back oil process, bolstered consumer confidence
and strengthened debt and equity markets, these developments should foster an
improving economic climate over time.

These uncertain and turbulent market and economic environments adversely
affected the results of operations of the Company for the first quarter of
fiscal 2003. The only revenue recognized by the Company was from its newly added
subsidiary Phoenix Securities Corp. which completed in the first quarter its
first assignment by issuing a fairness opinion for a fee in the corporate merger
of a publicly traded entity.

The Company continued its efforts to position Laidlaw in new markets and
ventures, while trying to optimize the business structure of Laidlaw. These
efforts have included the sale and closing of subsidiaries, where it was
determined that such efforts were in the best interest of the company as a
whole. Management continued to focus its activities in areas that took into
consideration the operational structure of Laidlaw and the need to allocate
resources efficiently giving priority to ventures that can reasonably be
expected to self-finance on a short term basis. Laidlaw's mission is to maximize
long-term shareholder value through the mutual development of its investment
banking operations and the continued expansion of its property interests. The
revenue model is balanced between the less predictable cash flow characteristics
of the investment banking operations with the more predictable pattern generated
by Laidlaw Property. The investment banking operations will source their revenue
from conventional retainers and fees, fund raising and the equity participation
carry into their client companies. Laidlaw Property will benefit from the sale
of developed sites and rental income earned from property on its books.

Results of Operations for the Three Months Ended March 31, 2003 and 2002

Laidlaw posted a loss of $517,595 for the first quarter of 2003, compared to the
net loss of $663,902 for the first quarter of 2002. While there was a decrease
in the net loss, losses continue due to the adverse economic conditions
experienced both domestically and internationally that persisted in the first
quarter of 2003. Laidlaw is in the process of rebuilding its revenue base
through the operations of its two new subsidiaries, Phoenix Securities Corp. and
Laidlaw Properties Inc. The only revenue recognized for the first quarter of
fiscal 2003 is the fee earned by Phoenix Securities Corp. on a fairness opinion
assignment.

Basic and diluted loss per common share was $.02 in both quarters ended March
31, 2003 and March 31, 2002.

Operations of three subsidiaries, Laidlaw Global Securities, Inc. Globeshare
Group, Inc., and Laidlaw International, S.A.,significantly contributed to the
loss incurred during the first quarter of fiscal 2002. Laidlaw Global
Securities, Inc. saw a sharp decrease in its commissions volume strictly related
to the market performance of the emerging global markets and the NASDAQ market
in the U.S. Globeshare Group, Inc. still incurred depreciation costs on the
remaining carrying value of computer hardware and software as well as interest
expense on the note payable which was fully paid in May, 2002 and the equipment
lease contracts. The Company incurred an additional expense of $35,264 in March
2002 pertinent to the final settlement of the closing down of the operations of
the Laidlaw International subsidiary as required by the French Administrator.

Laidlaw's income for fiscal 2002 was derived from its operation in two principal
segments of the financial services industry, namely asset management and
brokerage activities. Income from those activities is summarized as follows.

Brokerage commission revenues which represent 54% of total revenues for the
first quarter of the fiscal year 2002 are geographically categorized as follows:

For the quarter ended March 31, 2002, LGSI generated revenues of $146,802 from
its activities on behalf of foreign and U.S. institutional customers in foreign
markets and $582,693 from its activities in the U.S. markets. The investors
transacting in the U.S. markets are both U.S. and non-U.S. entities and
individuals.

Asset Management fees from LGSI amount to $60,300 for the quarter ended March
31, 2002, which represents 4% of the Company's revenue. Corporate finance fees
of Phoenix Securities Corp. for the quarter ended March 31, 2003 amount to
$75,000 which represents 97% of the Company's revenue. Corporate finance fees of
LGSI for the quarter ended March 31, 2002 amount to $79,167, which represents 6%
of the Company's revenue. Trading profit of LGSI amount to $432,639 for the
quarter ended March 31, 2002, which represents 32% of the Company's revenue.
Other revenue, which consists principally of interest income and rebates on
securities trades, as well as expense reversals and concessions in 2003, amount
to $14,525 and $53,682 for the quarters ended March 31, 2003 and 2002,
respectively, which represent 16% and 4% of the Company's revenue for the
respective periods.

Salaries and other employee costs for the quarter ended March 31, 2003 decreased
to $185,752 from $598,496 for the quarter ended March 31, 2002. The decrease in
this expense primarily relates to the cessation of the operations of LGSI.

The Company recorded a credit of $636,036 for the quarter ended March 31, 2002
related to stock options subject to variable pricing with a corresponding
decrease to additional paid-in capital.

There was no commissions expense for the quarter ended March 31, 2003.
Commissions expense amounted to $681,417for the quarter ended March 31, 2002.
The decrease is attributable to the cessation of operations of LGSI.

Clearing expenses for the quarter ended March 31, 2003 decreased to $6,697 from
$139,879 for the quarter ended March 31, 2002. Clearing expenses, which
primarily consist of amounts paid to the broker-dealers' clearing agent for
processing and clearing customers' trades, reflect the decrease related to the
cessation of operations of LGSI. The minimal clearing fees incurred during the
quarter ended March 31, 2003 were the charges by the clearing broker in closing
the accounts of LGSI.

Rent and utility expenses for the quarter ended March 31, 2003 decreased
minimally to $178,451 from $198,580 for the quarter ended March 31, 2002. Rent
and utility expenses include cost of leasing office space and space with our
Internet service provider. Although the Company moved to a new location on March
4, 2003, the reduction in rent did not immediately impact the results of
operations for the first quarter of fiscal 2003 because the sublease payments
received in January and February 2003 were substantially reduced compared to the
sublease payments received in the first quarter of fiscal 2002. In addition, the
Company recognized certain real estate tax adjustments in the first quarter of
fiscal 2003.

There were no depreciation and amortization expenses for the quarter ended March
31, 2003. Depreciation and amortization expenses for the quarter ended March 31,
2002 amounted to $89,974 for the quarter ended March 31, 2002. Depreciation and
amortization expenses, which include depreciation of equipment and amortization
of software development costs, decreased primarily due to the asset write down
recorded in 2002 to adjust LGSI's and the Company's investment in computer
hardware and customized application software to their net realizable value.

Travel and entertainment expenses for the quarter ended March 31, 2003 decreased
to $2,880 from $122,855 the quarter ended March 31, 2002. The decrease in travel
and entertainment expenses are attributed to the cessation of operations of LGSI
and the cost-cutting efforts of management.

Professional fees for the quarter ended March 31, 2003 decreased to $116,784
from $298,117 for the quarter ended March 31, 2002. The decrease in accounting
fees and legal fees resulted from the cost-cutting efforts of management and
from the cessation of operations of LGSI.

Dues and assessments for the quarter ended March 31, 2003 decreased to $6,436
from $39,150 for the quarter ended March 31, 2002. The decrease resulted from
the cessation of the operations of LGSI.

Communications and information systems expenses for the quarter ended March 31,
2003 decreased to $30,661 from $207,198 for the quarter ended March 31, 2002.
Communications and information systems expenses, which include telephone, quotes
and other information costs, decreased due to the reduction of services related
to the cessation of operations of LGSI in November 2002.

There was no interest expense for the quarter ended March 31, 2003. Interest
expense amounted to $30,390 for the quarter ended March 31, 2002. The decrease
in interest expense resulted from the settlement of borrowings by the Company in
2002.

In March 2003, the Company recognized a loss on the write down of notes and
interest receivable from Westminster Securities Corp. Of the note receivable
amounting to $150,000 and interest receivable amounting to $10,458, only $99,989
was collected in the final settlement received on April 29, 2003. Accordingly,
$60,469 of the total receivable was written off. Interest on the note for the
period January 1 to April 19, 2003 amounting to $4,542 was no longer effected in
the results of operations, considering the outcome of the settlement.

In March 2002, the Company incurred an additional expense of $35,264 in
connection with the final settlement in closing the operations of the French
subsidiary as required by the French Administrator.

A charge of $70,628 was recognized in the quarter ended March 31, 2002 pertinent
to the exchange of the shares Globeshare Group, Inc. for shares of Laidlaw.

All other expenses for the quarter ended March 31, 2003 decreased to $18,990
from $143,273 for the quarter ended March 31, 2002. These expenses consist,
among other things, of office supplies, insurance, and other miscellaneous
expenses. The decrease in these expenses resulted from the reduced cost of
operations resulting from the cessation of operations of LGSI in November 2002.

Liquidity and Capital Resources

The Company has incurred continuing net losses from fiscal year December 31,
2002 through the first quarter of fiscal 2003. As a result, the Company has
continued to experience net cash outflows from operations. The Company is in the
process of receiving and evaluating various investment proposals related to
Laidlaw. If an understanding with a third party cannot be reached, the Company
will have to consider all alternatives including the potential termination of
operations or sale of all its remaining assets.

If the cash flow problems continue and we are unable to obtain financing from
the sale of our equity and/or debt securities, the ability of the Company to
implement its strategic plan and continue the current levels of its operations
will be impaired.

Laidlaw has developed a business plan to rebuild its operations and attempt to
establish its return to profitability. The plan aims to maximize long-term
shareholder value through the mutual development of its leading investment
banking operations and the continued expansion of its property interests. The
revenue model is balanced between the less predictable cash flow characteristics
of the merchant banking operations with the more predictable pattern generated
by Laidlaw Properties. The merchant banking operations will source their revenue
from conventional retainers and fees, fund raising and the equity participation
carried into their client companies. Smoothing this revenue stream out will be
the associated fees earned from the Investment Management operations. Laidlaw
Properties will benefit from the sale of developed sites and rental income
earned from property on its books. Management has defined clear strategic and
financial objectives. However, one has to be fully aware that there is no
guarantee of success.

Phoenix Securities Corp.

1. Attempt to undertake about four transactions a year with an ability to raise
from $5 million to $25 million for each client company.

2. Have a carry forward equity participation in each of its transaction of less
than 5% (ideally 4.9 %) of the equity of each client company.

Laidlaw Properties. Inc.

1. Complete the development of a resort project such as the Prince William
Alaska project if due diligence confirms the viability of said project.
Alternatively explore a similar project for the purpose of its development.

2. Evaluate for the purpose of completion the acquisition of 50 single family
homes at "The Reserve at Town Center", in Orlando, Florida, and commence
vacation ownership sales.

3. Evaluate for the purpose of opening the Sun Vacation Club Vacation Ownership
sales and marketing operations with on-site and off-site sales offices, and
implement an efficient management organization and related systems on a
worldwide basis.

4. Study the potential of developing `Laidlaw Swiss Commercial Property'

5. Study the potential of developing Laidlaw Properties United States commercial
property portfolio

6. Study the potential of developing Laidlaw Properties United Kingdom
commercial property portfolio in a Joint Venture with a major International Real
Estate development Company.

Laidlaw Properties is currently reviewing certain acquisitions for projects that
have already been built, on very favorable terms that can be sold immediately as
timeshares, without the risks or delays associated with construction and
development. The property division will also act as a fee based real estate
manager and as an advisor to developers and institutional investors, as a real
estate broker of commercial properties and Hotel Properties and as a General
Partner in real estate syndication transactions of commercial properties such as
office buildings industrial properties or shopping centres. The company
anticipates earning fees and commissions during the current financial year to
generate a positive cash flow in the real estate division while at the same time
expanding the company's real estate portfolio of owned and managed properties.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Galacticomm Technologies, Inc. vs. Laidlaw Global Securities, Inc.

Greek Capital Market Commission vs. Laidlaw Global Corporation

Plural, Inc. vs. Laidlaw Global Corporation, et. al.

Estate of Harold Slote v. Laidlaw Global Securities, Inc. ("LGS"), Drake Capital
Securties, Inc. ("Drake"), Gruntal & Co., LLC ("Gruntal") et al.

Liptak v. Laidlaw Holdings Asset Mangement, Inc. Laidlaw Global Securities, Inc.
et al

Bergmann v. Laidlaw Global Corp. and Roger Bendelac

Robert Bergmann, Jr., a former customer of Laidlaw Global Securities, has filed
a NASD Arbitration against Laidlaw Global Corp. and Roger Bendelac individually,
seeking $953,000 in damages based upon allegations that Roger Bendelac failed to
sell Mr. Bergmann's shares of Laidlaw's common stock upon the expiration of the
restrictive period.1 Claimant's father obtained shares of the Company in August
1999 upon the conversion of a convertible note issued by Laidlaw Holdings, Inc.
At the time the stock was issued, as a conversion from a Laidlaw Holdings, Inc.
Convertible Subordinated Note, the common stock carried a one year restriction
on the re-sale of the stock pursuant to Rule 144 of the Securities Exchange Act;
i.e., the holder had to hold the security for a minimum of one year before
selling it. Mr. Bergmann sought to sell the shares in January 2000. However,
Claimant alleges that Mr. Bendelac failed to sell Mr. Bergmann's shares and by
the summer of 2000, the value of this security dropped substantially.2 It should
be noted that the purchase costs by the Claimant's father in Laidlaw shares at
stake in litigation never exceeded $100,000. Further, Mr. Bendelac had become
the Chief Executive Officer of the Company and no longer handled the Bergmann
account. Claimant is seeking the difference in the value of the stock at the
time he instructed Mr. Bendelac to sell the shares, versus the current value of
his holdings.

Special Counsel has interposed an answer to the Statement of Claim on behalf of
Mr. Bendelac and the Company and petitioned the NASD for dismissal of the claim
based upon applicable law. This application was supported by an affidavit from
Laidlaw's corporate counsel who joined in the position that the stock was
restricted and was incapable of being sold legally. If the security could not be
sold until August 2000, Claimant's damages were not proximately caused by any of
the acts complained of in the Statement of Claim, but by market forces
responsible for the stock's decline. Because of the issues surrounding the
appointment of arbitrators in California, no NASD panel has yet been appointed.
To date, Claimant's counsel has not responded to Respondents' motion to dismiss
Laidlaw's counsel has had numerous conversations with Claimant's counsel about
reaching a settlement and Laidlaw has offered a nuisance value settlement of
$4,000. Claimant's counsel has indicated he is favorably disposed to accepting
this sum, given the pending motion, his review of the applicable law as set
forth in Laidlaw counsel's motion to dismiss, and upon Laidlaw's dire financial
circumstances. Claimant's counsel has now informed Laidlaw that he is
withdrawing from the case. Naturally, Claimant's counsel's decision to withdraw
is not binding nor can the Company conclude that Claimant won't continue the
matter with substitute counsel. Laidlaw counsel, however, remains confident in
the merits of Laidlaw's defenses.

Thomas v. Laidlaw Global Securities, Inc., Coleman & Co. and Andrew Fine.

Laidlaw counsel has interposed an Answer on behalf of LGS but not on behalf of
its former broker Fine who is representing himself. The acts complained of by
Mr. Thomas occurred while Mr. Fine was employed at Coleman & Co. Stock of
Razorfish was purchased for the Thomas account before the account was
transferred to LGS. To the extent Fine did recommend speculative investments,
and to the extent these investments were unsuitable and did cause Claimant to
sustain losses, Laidlaw should not be held liable. In fact, at the time Claimant
transferred his account, the value of the account was only $9,000. The Thomas
account at LGS never exceeded approximately $20,000 and thus, the exposure to
LGS, if any, is quite limited. NASD has appointed an arbitration panel and the
matter was scheduled to be heard on April 29 to May 1, 2003. Laidlaw counsel had
settlement talks with Claimant's counsel in an effort to resolve this matter.
Claimant's counsel has indicated it will accept a settlement of $4,990,
Laidlaw's counteroffer to Claimant's original offer of $5,500. As of May 13,
2003, the settlement agreement is in the process of being finalized.

David Bottoms, Jr. v. Laidlaw Global Corp, et al.

S.L. Greene vs. Laidlaw Holdings, Inc.

Richard Tuten vs. Laidlaw Global Securities, Inc.

Equilease vs. Globeshare, Inc., Laidlaw Global Corp. et al

NASD Regulatory Matter

American Stock Exchange Listing Matter

Securities and Exchange Commission Regulatory Matter

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

EXHIBIT NO. DESCRIPTION

2.1 Amended and Restated Plan and Agreement of Reorganization by and
among Laidlaw Holdings, Inc., Fi-Tek V, Inc., Westminster Securities
Corporation and shareholders of the companies, dated May 27, 1999(1)

3.1 Certificate of Incorporation of Laidlaw and amendments thereto(2)

3.2 By-Laws of Laidlaw(2)

4.1 Specimen Laidlaw Common Stock Certificate(2)

4.2 Specimen Fi-Tek V, Inc. Class A Warrant(2)

4.3 Specimen Fi-Tek V, Inc. Class B Warrant(2)

10.1 Employment Agreement between Registrant and Anastasio Carayannis,
dated as of January 1, 2000(3)

10.2 Employment Agreement between Registrant and Roger Bendelac, dated as
of January 1, 2000(3)

10.3 Employment Agreement between Registrant and Daniel Bendelac, dated
as of January 1, 2000(3)

10.4 Exchange Agreement to acquire Laidlaw Pacific, dated May 20, 1999(4)

10.5 Amendment to Exchange Agreement to acquire Laidlaw Pacific, dated
March 29, 2000(4)

10.6 Employment Agreements between Registrant and Roger Bendelac dated as
of July 12, 2001(6)

10.7 Employment Agreements between Registrant and Harit Jolly dated as of
July 12, 2001(6)

21.1 List of Subsidiaries of Laidlaw Global Corporation(5)

23.1 Consent of Independent Auditor.(5)

23.2 Consent of Independent Auditor.(5)

23.3 Consent of Independent Auditor (7)

----------

(1) Such document is hereby incorporated herein by reference to Laidlaw's
Current Report on Form 8-K dated June 8, 1999.

(2) Such document is hereby incorporated herein by reference to Laidlaw's
Registration Statement on Form 8-A filed October 15, 1999.

(3) Such document is hereby incorporated herein by reference to Laidlaw's
Registration Statement on Form SB-2 filed February 14, 2000.

(4) Such document is hereby incorporated herein by reference to Laidlaw's
Current Report on Form 8-K filed April 12, 2000.

(5) Such document is incorporated by reference to Laidlaw's Annual Report on
Form 10-KSB filed on May 17, 2002.

(6) Such document is incorporated by reference to Laidlaw's Report on Form
10-QSB filed on May 30, 2002.

(7) Such document is incorporated by reference to Laidlaw's Annual Report on
Form 10-KSB filed on April 16, 2003.

(b) Reports on Form 8-K

On November 7, 2001, Laidlaw filed a Current Report on Form 8-K announcing the
transfer of the brokerage operations of Globeshare, Inc. to Laidlaw Global
Securities, Inc. The Report also stated that shareholders of Globeshare Group,
Inc. would have the opportunity to exchange their shares for shares of Laidlaw
Global Corporation common stock. The Report also announced that Pacific USA
Holdings Corp. had made a $1,450,000 secured loan to Laidlaw Global Corporation.

On January 29, 2002, Registrant filed a Current Report primarily relating to the
sale of its entire stock interest in H & R Acquisition Corp.

On March 11, 2002, Registrant filed a Current Report stating that its
independent accountant had resigned and that Richard A. Eisner & Company, LLP
had been engaged as its new independent accountants. Pursuant to Section 10A of
the Exchange Act of 1934, the prior accountants filed a report with the
Securities and Exchange Commission ("SEC") stating that an illegal act or acts
may have occurred at the Registrant during 2001. The acts referred to the
cancellation and pricing of stock options. The report stated in part "that
neither management nor the Board of Directors had taken sufficient steps to
determine whether or not an illegal act has occurred. The report continued that
"without the ability to determine the accurate facts and circumstances", the
accountants "would be unable to issue an audit report." The Registrant engaged
an independent director and counsel to look into the matter and both persons
concluded that "no unlawful or deceptive practices, or fraudulent conduct" was
engaged in by the Registrant. The Registrant filed its response with the SEC
vigorously rejecting the contentions in the report.

On March 29, 2002, Registrant filed an amendment to the Current Report filed on
March 11th. The amendment included as an exhibit, a letter from its prior
accountant stating whether it agreed or disagreed with the statements made by
the Registrant in the original report.

On November 8, 2002, Laidlaw filed a Current Report on Form 8-K announcing its
decision to dismiss Eisner LLP as its independent accountant for fiscal year
ended December 31, 2002 and engage Weinick Sanders Leventhal & Co., LLP.
Laidlaw's decision is in line with management's overall efforts to reduce
operating expenses. As required by Item 304 (a) (3) of Regulation S-B, Laidlaw
furnished Eisner with the disclosure contained in this Item 4 and Eisner
furnished Laidlaw with a letter addressed to the Securities and Exchange
Commission stating that it has no basis to agree or disagree with the statements
made in paragraph 1 of Item 4 regarding Laidlaw engaging Weinick Sanders
Leventhal & Co., LLP or Laidlaw's reason to replace them. A copy of the letter
was filed as an exhibit to a Form 8-K/A. The Report also announced the
resignations of the following directors: Messers Jean-Marc Beaujolin and Carlos
P. Campbell as of September 20 and 24, 2002, respectively, and Messrs. Jack
Takacs and Michael K. McCraw as of November 5, 2002. No new directors had been
appointed or elected to the Board.

On November 27, 2002, Laidlaw filed a Current Report on Form 8-K announcing the
filing with the Securities and Exchange Commission a Request Withdrawal from
Broker-Dealer Registration by Laidlaw Global Securities, Inc. ("LGSI"), Laidlaw
Holdings Inc.'s wholly-owned, registered broker-dealer subsidiary. LGSI sold its
list of clients to Kuhns Brothers Securities Corporation for a cash
consideration of $75,000 and also filed a Notice of Withdrawal as an Investment
Adviser, The Report also announced that Stanley Ira Birnbaum, attorney at law,
was elected to the Board of Directors of Laidlaw.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

LAIDLAW GLOBAL CORPORATION

May 15, 2003 By: /s/ Roger Bendelac
--------------------------
Roger Bendelac,
Chief Executive Officer