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 June 30, 2002

|_| 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.)

100 Park Avenue
New York, NY 10017
(Address of principal executive offices)

(212) 376-8800

(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: 28,199,466 shares of common stock as
of June 30, 2002.

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 June 30, 2002 and December 31, 2001 ..................................... 3

b) Consolidated Statements of Operations for the three and six months ended June 30, 2002 and 2001............ 4

c) Consolidated Statements of Cash Flows for the three and six months ended June 30, 2002 and 2001............ 5

d) Notes to Consolidated Financial Statements................................................................. 6 to 12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS.............................................................................................. 12 to 17

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS ....................................................................................... 17 to 19

ITEM 5. OTHER INFORMATION........................................................................................ 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.........................................................................

a) EXHIBITS ..................................................................................... 19 to 20

b) REPORTS ON FORM 8-K .......................................................................... 20 to 21

SIGNATURES ....................................................................................................... 21

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Laidlaw Global Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

As of As of
June 30, 2002 December 31, 2001
------------- -----------------
(Unaudited)

ASSETS

Cash and cash equivalents $ 632,162 $ 2,220,119
Receivable from clearing broker and other receivables 23,373 248,600
Securities owned, at market value 1,695,133 314,764
Equipment and leasehold improvements -net 500,228 679,708
Notes receivable 2,479,248 2,215,000
Deposits 366,662 379,485
Prepaid and other 591,710 588,442
------------ ------------

$ 6,288,516 $ 6,646,118
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable $ 4,115,634 $ 732,058
Securities sold but not yet purchased, at market value 42,500 930
Accounts payable and accrued expenses 2,355,841 2,825,152
Commissions and compensation payable 112,312 243,656
Capitalized lease obligations 235,743 421,701
Deferred revenue -- 99,722
Deferred rent 512,897 527,756
Other payable 30,000 30,000
------------ ------------

7,404,927 4,880,975
------------ ------------

Commitments and contingencies
Stockholders' equity
Common Stock; $.00001 par value; 50,000,000 shares
authorized of the Company; 33,974,866 and 33,211,439 shares
issued by the Company as of June 30, 2002 and December 31,
2001, respectively 339 332
Additional paid - in capital 39,679,654 40,131,868
Treasury stock, at cost (5,775,400 shares and 5,632,500 shares (2,489,197) (2,415,054)
as of June 30, 2002 and December 31, 2001, respectively)
Accumulated deficit (38,307,207) (35,952,003)
------------ ------------

TOTAL STOCKHOLDERS' EQUITY (NET DEFICIT) (1,116,411) 1,765,143
------------ ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,288,516 $ 6,646,118
============ ============

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

Laidlaw Global Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three months ended Six months ended
June 30, June 30,
-------------------------------- --------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------

REVENUES
Gross commissions $ 519,261 $ 2,404,703 $ 1,895,337 $ 5,329,870
Asset management fees 59,405 1,241,270 119,705 2,574,550
Corporate finance & private placement fees 14,722 268,158 93,889 268,158
Investment trading profits (losses) (544,067) 433,840 (758,009) 596,277
Other 35,569 160,633 89,251 339,539
------------ ------------ ------------ ------------

Total Revenue 84,890 4,508,604 1,440,173 9,108,394
------------ ------------ ------------ ------------

EXPENSES
Salaries and other employee costs 527,697 2,135,744 1,126,193 4,242,437
Charge (reversal of charge)related to variable options 35,121 -- (600,915) --
Commissions 249,315 1,077,615 930,732 2,363,467
Clearing and floor brokerage 62,371 437,785 202,250 694,829
Occupancy 150,776 422,083 349,356 847,665
Depreciation 89,507 552,767 179,480 1,093,674
Advertising & contributions 549 118,976 3,985 125,594
Travel and entertainment 36,895 128,210 156,314 207,584
Professional fees 577,452 369,528 875,569 762,718
Dues and assessments 49,784 142,696 88,934 383,491
Quotes & information 130,202 592,882 337,400 1,139,350
Office supplies, postage, messengers, printing 28,093 200,210 97,484 439,366
Interest 23,340 142,340 53,730 222,194
Amortization of goodwill -- 107,155 -- 225,957
Loss from sale of subsidiary 1,206 1,615,722 36,470 1,615,722
Settlement of liability (289,879) -- (289,879) --
Exchange of subsidiary shareholder's stock 3,080 -- 73,708 --
Provision for doubtful accounts 55,428 582,368 55,428 582,368
Other 45,255 114,125 119,138 407,441
------------ ------------ ------------ ------------

Total Expenses 1,776,192 8,740,206 3,795,377 15,353,857
------------ ------------ ------------ ------------

Loss before minority interest (1,691,302) (4,231,602) (2,355,204) (6,245,463)

Minority interest -- (498,537) -- (1,037,573)
------------ ------------ ------------ ------------

Loss before taxes: (1,691,302) (3,733,065) (2,355,204) (5,207,890)

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

NET LOSS (1,691,302) (3,733,065) (2,355,204) (5,207,890)

Accumulated deficit, beginning of period (36,615,905) (26,236,628) (35,952,003) (24,761,803)
------------ ------------ ------------ ------------

Accumulated deficit, end of period $(38,307,207) $(29,969,693) $(38,307,207) $(29,969,693)
============ ============ ============ ============

NET LOSS PER SHARE
Basic $ (.06) $ (.14) $ (.08) $ (.20)
============ ============ ============ ============
Diluted $ (.06) $ (.14) $ (.08) $ (.20)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING
Basic 28,113,465 29,323,146 27,834,190 26,698,787
============ ============ ============ ============

Diluted 28,113,465 29,323,146 27,834,190 26,698,787
============ ============ ============ ============

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

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

Three months ended June 30, Six months ended June 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(1,691,302) $(3,733,065) $(2,355,204) $(5,207,890)
Adjustments to reconcile net income (loss) to net
Cash provided by (used in) operating activities:
Amortization -- 107,155 -- 225,957
Depreciation 89,506 552,767 179,480 1,093,674
Deferred rent (7,430) (7,429) (14,859) (14,859)
Minority interest in earnings -- (498,536) -- (1,037,572)
Loss from sale of subsidiary -- 1,611,072 -- 1,611,072
Foreign exchange difference -- (79,502) -- (79,502)
Provision for doubtful account 55,428 582,368 55,428 582,368
Charge in connection with share exchange 3,080 -- 73,708 --
Reversal of charge related to variable options 35,121 -- (600,915) --
Unrealized loss on securities 137,810 -- 137,810 --

(Increase) decrease in operating assets:
Due from clearing brokers and other receivables 254,021 79,790 225,227 136,740
Marketable securities owned (121,406) (2,887,216) 53,897 (1,920,697)
Deposit 12,823 (425,117) 12,823 (588,202)
Prepaid and other asset 57,886 (264,681) 130,615 133,822
Increase (decrease) in operating liabilities
Marketable securities sold but not yet purchased 42,500 (231,429) 41,570 71,441
Notes payable -- 2,528,974 -- 2,528,974
Accounts payable and accrued expenses (307,987) 559,543 (469,312) (374,681)
Customers' margin deposit -- 1,699,060 -- 1,699,060
Commission and compensation payable (227,627) 61,815 (131,344) 301,403
Deferred revenue -- (11,397) (99,722) (48,547)
Other liabilities -- (250) -- 7,121
----------- ----------- ----------- -----------

Net cash provided by (used in) operating activities (1,667,577) (356,078) (2,760,798) (880,318)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Equipment and Leasehold Improvements -- (88,427) -- (359,760)
----------- ----------- ----------- -----------

Net cash used in investing activities -- (88,427) -- (359,760)

CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock (1,550) (2,486) (74,143) (25,419)
Repayment of notes payable (375,000) -- (632,058) --
Proceeds from collection of notes receivable 150,000 -- 2,065,000 --
Proceeds from issuance of notes payable -- 285,180 -- 1,224,765
Proceeds from sale of subsidiary -- 700,000 -- 700,000
Payment for leased equipment (82,093) (154,587) (185,958) (172,473)
----------- ----------- ----------- -----------

Net cash provided by (used in) financing activities (308,643) 828,107 1,172,841 1,726,873
----------- ----------- ----------- -----------

NET (DECREASE) INCREASE IN CASH (1,976,220) 383,602 (1,587,957) 486,795

CASH - BEGINNING OF PERIOD 2,608,382 2,002,467 2,220,119 1,899,274
----------- ----------- ----------- -----------

CASH - END OF PERIOD $ 632,162 $ 2,386,069 $ 632,162 $ 2,386,069
=========== =========== =========== ===========

Supplemental disclosure for cash flow information:

Cash paid during the period for interest $ 23,340 $ 136,340 $ 53,730 $ 207,194
Cash paid during the period for taxes $ 18,701 $ 9,664 $ 21,351 $ 10,585

Supplemental schedule of non cash investing and
financing activities:

During the periods ended June 30, 2002 and 2001 the
following transactions occurred:

Purchases of equipment through capital lease -- -- -- 43,147
Securities for notes payable 1,761,386 -- 1,761,386 --
Note receivable assigned to Company received
in exchange for note payable to London
Capital Group 2,329,248 -- 2,329,248 --
Conversion of note payable and interest into
Common stock 75,000 -- 75,000 --

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

Laidlaw Global Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2002
And for the six and three months ended June 30, 2002 and 2001

NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

Laidlaw Global Corporation (the Company) is a holding company whose wholly- or
majority-owned operating subsidiaries include Laidlaw Holdings, Inc. (Laidlaw
Holdings), Laidlaw Global Securities, Inc. (Laidlaw Global Securities),
Westminster Securities Corporation, (Westminster), which the Company sold in
June, 2001, H&R Acquisition Corporation (HRAC), an 81%-owned 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, and Laidlaw
International, S.A., (LI) a 99.8% owned broker-dealer based in France, which
ceased operations in April, 2002. The business activities include securities
brokerage, investment banking, asset management and investment advisory services
to individual investors, corporations, pension plans and institutions worldwide.

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 pertain
to the period through December 26, 2001.

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 June 30, 2002. In
addition, the Company continues to incur substantial losses. Accordingly, the
Company anticipates that it will require additional sources of funding during
2002 to maintain its operations and to provide sufficient regulatory net capital
for its broker-dealer 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.

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. There
was no material impact to the Company from its 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.

NOTE C - NET CAPITAL REQUIREMENTS

Laidlaw Global Securities, Inc. is 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 June 30, 2002, Laidlaw Global Securities was
required to maintain minimum net capital of $100,000 and had total net capital
of $537,403 which was $437,403 in excess of its minimum requirement. As
discussed in Note D, during the quarter ended June 30, 2002 Laidlaw Global
Securities received $1 million of additional capital and a $727,788 paydown on
an intercompany receivable from the Company.

NOTE D - NOTES PAYABLE AND SUBORDINATED BORROWINGS

Notes payable and borrowings under subordination agreements at June 30, 2002
consist of the following:

Convertible Notes, 10% due 8/01/02 $ 25,000
Note Payable, 4% due 9/15/02 1,033,598
Note Payable, 4% due 9/15/02 727,788
Note Payable, 4% due 9/01/02 2,329,248
-----------
$ 4,115,634
===========

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 May 2002. No
additional interest is charged on the note from March 14, 2002 until May 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. The balance outstanding at June 30, 2002
is $25,000.

In March 2002, the Company borrowed securities worth $397,600 from a related
party 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. As
of June 30, 2002, $1,000,000 of these securities were contributed by the Company
as capital to the Laidlaw Global Securities. As discussed in Note A, the Company
is dependent on outside sources of financing and is presently pursuing several
alternatives. If the Company is not successful in raising additional financing
or is unable to extend the due date of the note past September 15, 2002, the
Company may not have the resources to repay the note without recalling all of
the securities contributed to Laidlaw Global Securities, Inc.

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. 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 June 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. As discussed in Note A, the Company is
dependent on outside sources of financing and is presently pursuing several
alternatives. If the Company is not successful in raising additional financing
or is unable to extend the due date of the note past September 15, 2002, the
Company may not have the resources to repay the note without recalling all of
the securities contributed to Laidlaw Global Securities, Inc.

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 has agreed to extend that deadline to August
31, 2002. Laidlaw has no obligation to accept such proposal but intends to
review same to determine the respective benefits to Laidlaw from proceeding with
LCG or enforcing the penalty.

NOTE E - COMMITMENTS AND CONTINGENCIES

Litigation

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

The Company 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. The Company 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. The Company believes that the outcome of this matter
will not have a material effect on its financial position, results of operations
or liquidity.

Greek Capital Market Commission vs. Laidlaw Global Corporation, Inc.

The Company has been named, as well as its subsidiary Laidlaw Global Securities,
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
subsidiary, including the Company, 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$1,119,004).

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 their 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 is due them 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. Trial of the matter is scheduled to commence in September, 2002. LGS
believes it is highly unlikely that Claimant will prevail on its claim for
punitive damages or attorneys' fees and its claim against LGS is limited for
compensatory damages of $36,091. LGS believes it will be successful in defending
all claims which were instituted against it.

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. A
decision is expected and an adversarial outcome cannot be excluded. LGS counsel
believes that the law supports the denial of liability position by LGS in this
case and that any adversarial decision will bring forth an appeal in federal
court by LGS.

Bergmann v. Laidlaw Global Corp. and Roger Bendelac

2000. Pursuant to the requirements of Rule 144, Claimant was not eligible to
sell the shares until August 2000 by which time the value of the shares had
dropped substantially. Further, Mr. Bendelac had become the Chief Executive
Officer of the Company and no longer handled the Bergmann account. Special
Counsel has interposed an answer to the Statement of Claim and petitioned the
NASD for dismissal of the claim based upon applicable law. The NASD has not yet
appointed a panel to hear the matter.

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 became 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., a company which is now the target of intense
regulatory scrutiny for committing securities fraud. In making representations
to his customer. Mr. Fine believed the information disseminated by Razorfish to
be correct.

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. The Thomas account at LGS never exceeded
approximately $20,000 and any exposure to the Company is limited. It is
anticipated that the matter will be set for trial in late 2002 or early 2003.

NASD Regulatory Matter

The NASD has commenced a formal investigation against LGS pertaining to certain
trading activities that LGS engaged in, in the stock of the Company during the
period June through September, 1999. The NASD alleges that a firm trader and
others improperly traded restricted shares of the Company from the LGS
proprietary account. LGS is one of the targets of the investigation and pursuant
to the invitation of the NASD, furnished a Wells submission (legal brief
outlining the reasons why charges should not be brought) to them.

Special Counsel to LGS has discussed settlement of the matter with the NASD
which may involve disgorgement of trading profits, payment of a fine and
admission of a violation of securities laws.

The Company is subject to various other legal actions and claims arising out of
the conduct of its business. Management of the Company, after consultation with
outside legal counsel, believes that the resolution of these proceedings will
not result in any material adverse effects on the Company's financial position.
In the opinion of management of the Company, amounts accrued in connection with
these matters are adequate.

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 Company's majority owned subsidiary, is
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 June 30, 2002 and 2001 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 $40,000
and $6,188 respectively, which approximates 2.78% and .07% of external revenue,
respectively. Additionally, the Company had no significant individual customers
(domestic or foreign) as of June 30, 2002, or for each of the periods ended June
30, 2002 and 2001.

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

Six months ended June 30,
-----------------------------
2002 2001
------------ ------------
(Unaudited)
Revenue from external customers
Asset management $ 119,705 $ 2,085,294
Brokerage 1,292,172 6,295,443
Corporate and other 28,296 727,657
----------- ------------

Total external revenue $ 1,440,173 $ 9,108,394
=========== ============

Net (loss)
Asset management $ -- $ 245,989
Brokerage (1,742,065) (3,610,025)
Corporate and other (613,139) (1,843,854)
----------- ------------

Total net (loss) $(2,355,204) $ (5,207,890)
=========== ============

Total assets (1)
Asset management $ -- $ 3,534,888
Brokerage 2,698,988 13,706,338
Corporate and other 3,589,528 1,125,768
----------- ------------

Total assets $ 6,288,516 $ 18,366,994
=========== ============

(1) The decrease in assets is primarily due to the sale of the Westminster
Securities Corp. subsidiary in May, 2001.

NOTE G - LOSS PER COMMON SHARE

Loss 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:

Six Months ended June 30,
----------------------------
2002 2001
------------ ------------
(Unaudited)

Numerator
Net loss applicable to common shares for basic
and diluted earnings per share $ (2,355,204) $ (5,207,890)
------------ ------------

Denominator
Weighted-average common shares for basic
and diluted earnings per share 27,834,190 26,698,787
------------ ------------
Loss per common share
Basic and diluted $ (.08) $ (.20)
============ ============

All outstanding warrants and options were excluded from the computation of the
diluted earnings per share because the Company incurred losses for the six month
period ended June 30, 2002 and 2001 and the effect would have been antidilutive.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

Laidlaw Global Corporation is a financial services firm that operates in two
business segments: brokerage, which includes investment banking and sales and
trading, and asset management.

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

Brokerage activities include 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.

It has operated through a number of separate entities owned directly by Laidlaw
Global Corporation or through its wholly owned subsidiary, Laidlaw Holdings,
Inc. Laidlaw Global Securities, Inc. provides 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. Westminster Securities
Corporation, a NYSE member firm acquired by Laidlaw on July 1, 1999 also
provided general brokerage services. Another subsidiary, Globeshare Group, Inc.
(formerly Global Electronic Exchange, Inc.),was a holding company that owned
100% of Globeshare, Inc., an online broker-dealer. The last subsidiary was a
French broker/dealer called Laidlaw International, S.A., located in France,
which was granted the license to operate as a broker/dealer by Banque de France
in April 2001.

Numerous changes in the operation of the businesses of Laidlaw Global
Corporation occurred during fiscal year 2001.The interest in H&R Acquisition
Corp. was sold on December 26, 2001 pursuant to a Stock Purchase Agreement dated
December 21, 2001. Accordingly, the information for fiscal 2001 for H & R
Acquisition Corp. pertains to the period January 1 to December 26, 2001.
Westminster Securities Corporation, a NYSE member firm acquired by Laidlaw on
July 1, 1999, 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. Accordingly, the information for fiscal 2001 for
Westminster incorporated in this report pertains to the five months ended May
31, 2001. 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. After September 11, 2001,
the European market, an essential part of the business generated by the French
subsidiary, Laidlaw International, deteriorated and had not recovered. 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.

Market fluctuations in both U.S. and overseas markets, as well as general global
economic factors have and may continue to significantly affect 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, investment banking and brokerage
service activities.

Laidlaw's securities business, particularly its involvement in primary and
secondary markets in domestic and overseas markets is 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 occur due to the level of
market activity, which, among other things, affects 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 also may be 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. Laidlaw, though global in its scope, sees itself as
becoming a local player throughout the world. Revenues in any particular period
may not be representative of full-year results and may vary significantly from
year to year and from quarter to quarter. Laidlaw intends to manage its
businesses for the long term and help mitigate the potential effects of market
downturns by strengthening its competitive position in the financial services
industry through diversification of its revenue sources. Laidlaw's overall
financial results will continue to be affected by its ability and success in
maintaining high levels of profitable business activities, emphasizing
technological updates and innovation, and carefully managing risks in all the
securities markets in which it is involved. In addition, the complementary
trends in the financial services industry of consolidation and globalization
present, among other things, technological, risk management and other
infrastructure challenges that will require effective resource allocation in
order for Laidlaw to regain profitabilty and competitiveness.

Global Economic and Market Developments in the Three and Six Months Ended June
30, 2002

Although the global economy demonstrated some initial signs of recovery,
conditions in the global financial markets remained difficult in the second
quarter ended June 30, 2002.

In Europe, certain business survey data within the region reported preliminary
indications that economic performance was beginning to improve and that
industrial production was beginning to recover from the declines experienced
during much of fiscal 2001. As a result of these developments as well as
indications of increased activity in the U.S., the European Central Bank (ECB)
left the benchmark interest rate unchanged during the quarter.

In the U.S., the quarter began with signs of return to sustained healthy
economic growth, with imbalances in inventories and capital goods appearing
largely to have worked off, inflation remaining quite low, and productivity
growth remarkably strong. However, as the quarter progressed, conflicting
economic signals became apparent. The quarterly average unemployment rate
increased .3% in the second quarter to 5.9%, the equity markets continued to
decline, and consumer confidence continued to erode. Overall, the U.S. economy
proved resilient despite considerable uncertainties about the return to
corporate profitability, about the ongoing distrust of corporate financial
reporting, and about possible risks from global political events and terrorism.
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 during the first six months of fiscal 2002. Low interest would motivate
consumers to keep spending and businesses to invest, forces that would
eventually bolster economic growth. However, the FOMC still continued to see a
trend toward economic weakness.

These uncertain and turbulent market and economic environment adversely affected
the results of operations of Laidlaw Global Securities, Inc. (LGSI), the
remaining subsidiary of the Company, for the first six months of fiscal 2002, as
the net income for each of its two business segments (brokerage and asset
management) declined from the levels in fiscal 2001. LGSI's brokerage business
recorded lower revenues from its investment banking, institutional sales and
trading, and individual securities activities in fiscal 2002 as compared with
fiscal 2001. The decline in revenues in the LGSI's asset management business
reflected a decrease in customer assets under management and supervision.

The Company has 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. Refer to "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Sale of Subsidiaries" included in the Company's Annual
Report on Form 10-KSB for 2001. Management continues to focus its activities in
areas that take 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. The current
Laidlaw business model is geared to maintain and enhance shareholder value
through strategic alliances and prudent marketing initiatives.

Results of Operations For the Three and Six Month Periods Ended June 30, 2002
and 2001

Laidlaw posted a loss of $1.7 million in the second fiscal quarter of 2002,
compared to the net loss of $3.7 million in the second fiscal quarter of 2001.
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 second quarter of 2002 since the market decline that started
the second half of 2000. Generally weak stock prices in emerging markets,
coupled with low trading volume, adversely affected Laidlaw.

Domestically, the steep decline of Nasdaq had a great impact on Laidlaw, as its
institutional clients focused their investments in the technology sector. The
combination of sharp reduction in commission revenues from overseas markets, the
drop in volume received from institutional investors, and the sale of loss
generating subsidiaries in fiscal 2001 have resulted in a decrease of
approximately $2.0 million in net loss from operations in the second quarter of
2002 as compared to the second quarter of 2001. In addition, in May 2002, the
Company recorded a credit of $289,879 related to the settlement of a liability.
This credit was, however, partially offset by a charge pertinent to stock
options subject to variable pricing.

Basic loss per common share was $.06 and $.08 in the three and six month period
ended June 30, 2002, respectively, as compared to a basic loss of $.14 and $.20
in the three and six month period ended June 30, 2001.

Operations of two subsidiaries, Laidlaw Global Securities, Inc. and Globeshare
Group, Inc., significantly contributed to the loss incurred during the second
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 interest expense on the note payable which was fully paid in
August , 2002 and on the equipment lease contracts.

Laidlaw's income is 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 132% and 58% of total revenues for
the six month period ended June 30, 2002 and June 30, 2001, respectively, are
geographically categorized as follows:

For the six months ended June 30, 2002, LGSI generated revenues of $181,500 from
its activities on behalf of foreign and U.S. institutional customers and
$1,713,837 from it activities in the U.S. markets. For the six months ended June
30, 2001, revenues of $862,508 were generated from the activities of LGSI on
behalf of foreign and U.S. institutional customers and $3.652 million were
generated from the activities of LGSI and Westminster Securities Corporation in
the U.S. markets. Globeshare generated $746,082 revenues from online trading
U.S. and overseas customers. Laidlaw International generated revenues of $69,409
from transactions in the French market and other European Union countries, in
particular, the German market. 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 $119,705 for the six months ended June
30, 2002, which represent 8% of the firms revenue for the period. Asset
Management fees from Howe & Rusling and partly from LGSI amount to $2,574,550
for the six months ended June 30, 2001, which represent 28% of the firm's
revenue for the period. Corporate finance fees of LGSI amount to $93,889 and
$268,158 for the six months ended June 30, 2002 and June 30, 2001, respectively,
which represent 7% and 3% of the firm's revenue for the respective periods.
Trading loss of LGSI amount to $758,009 for the six months ended June 30, 2002.
Trading profit of LGSI, Laidlaw International, S.A. and Westminster amount to
$596,277 for the six months ended June 30, 2001, which represents 7% of the
firm's revenue. Other revenue, which consists principally of interest income,
amount to $89,251 and $339,539 for the six months ended June 30, 2002 and June
30, 2001, respectively, which represent 6% and 4% of the firm's revenue for the
respective periods.

In the future Laidlaw will aim at diversifying its commission revenues by
generating a large portion of its revenues from an expanded retail customer
business in LGSI.

Salaries and other employee costs for the six months ended June 30, 2002
decreased to $1.1 million from $4.2 million for the six months ended June 30,
2001. Salaries and other employee costs for the three months ended June 30, 2002
decreased to $527,697 from $2.1 million for the three months ended June 30,
2001. The decrease in this expense primarily relates to the reduction of
personnel in the LGSI, the cessation of operations of Globeshare, Inc. and
Laidlaw International, and the sale of Westminster and H & R Acquisition Corp.

The Company recorded a net credit of $600,915 for the six months ended June 30,
2002 and a charge of $35,121 for the three months ended June 30, 2002 related to
stock options subject to variable pricing. The net credit resulted in a
corresponding decrease in additional paid-in capital and the charge resulted in
a corresponding increase in said capital account.

Commissions expense for the six months ended June 30, 2002 decreased to $930,732
from $2.4 million for the six months ended

June 30, 2001. Commissions expense for the three months ended June 30, 2002
decreased to $249,315 from $1.1 million for the three months ended June 30,
2001. The decrease is attributable to the decrease in commission revenue.

Clearing expenses for the six months ended June 30, 2002 decreased to $202,250
from $694,829 for the six months ended June 30, 2001. Clearing expenses for the
three months ended June 30, 2002 decreased to $62,371 from $437,785 for the
three months ended June 30, 2001. Clearing expenses, which primarily consist of
amounts paid to the broker-dealers' clearing agent for processing and clearing
customers' trades, reflect the reduction in such expenses related to the decline
in commission revenue.

Occupany expenses for the six months ended June 30, 2002 decreased to $349,356
from $847,665 the six months ended June 30, 2001. Occupancy expenses for the
three months ended June 30, 2002 decreased to $150,776 from $422,083 for the
three months ended June 30, 2001. Occupancy expenses include cost of leasing
office space and space with our Internet service provider. The decrease is
primarily attributable to the rental income received from Westminster Securities
Corp. starting June 2001, the increase in rental income from the sublease of
another office space in New York to a non-affiliated party, the sale of H & R
Acquisition Corp., and the cessation of the Laidlaw International operations.

Depreciation and amortization expenses for the six months ended June 30, 2002
decreased to $179,480 from $1,093,674 for the six months ended June 30, 2001.
Depreciation and amortization expenses for the three months ended June 30, 2002
decreased to $89,507 from $552,767 for the three months ended June 30, 2001.
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 2001 to adjust Globeshare's investment in computer
hardware and customized application software to their net realizable value, to
the sale of Westminster and H & R Acquisition Corp., and the cessation of
operations of Laidlaw International.

Advertising and contribution expenses for the six months ended June 30, 2002
decreased to $3,985 from $125,594 for the six months ended June 30, 2001.
Advertising and contribution expenses for the three months ended June 30, 2002
decreased to $549 from $118,976 for the three months ended June 30, 2001. The
decrease in advertising and contribution expenses resulted from the efforts of
management in reducing costs in developing strategic alliances in promoting
brand name recognition for Laidlaw as well as the sale of Westminster and H & R
Acquisition Corp. and the cessation of operations of Globeshare and Laidlaw
International.

Travel and entertainment expenses for the six months ended June 30, 2002
decreased to $156,314 from $207,584 for the six months ended June 30, 2001.
Travel and entertainment expenses for the three months ended June 30, 2002
decreased to $36,895 from $128,210 for the three months ended June 30, 2001. The
decrease in travel and entertainment expenses are attributed to the efforts of
management to minimize costs in light of the difficult market conditions that
continually persist in 2002 as well as the sale of Westminster and H & R
Acquisition Corp. and the cessation of operations of Globeshare and Laidlaw
International.

Professional fees for the six months ended June 30, 2002 increased to $875,569
from $762,718 for the six months ended June 30, 2001. Professional fees for the
three months ended June 30, 2002 increased to $577,452 from $369,528 for the
three months ended June 30, 2001. The increase in professional fees resulted
from the incremental accounting fees incurred pertinent to the change of
auditors in March, 2002 and the year-end audit of Laidlaw International in
France. The increase was partially offset by the decrease in professional fees
with the sale of Westminster and H & R Acquisition Corp. and the cessation of
operations of Globeshare and Laidlaw International.

Dues and assessments for the six months ended June 30, 2002 decreased to $88,934
from $383,491 for the six months ended June 30, 2001. Dues and assessments for
the three months ended June 30, 2002 decreased to $49,784 from $142,696 for the
three months ended June 30, 2001. The decrease in dues and assessments resulted
from reduction of the registration fees paid to the NASD and the various states
by Laidlaw Global Securities with the resignation of certain personnel and from
the diminished state corporate income taxes. The sale of Westminster in June,
2001 and H & R Acquisition Corp. in December, 2001 as well as the cessation of
operations of Globeshare, inc. and Laidlaw International also contributed to the
reduction of dues.

Quotes and information systems expenses for the six months ended June 30, 2002
decreased to $337,400 from $1,139,350 for the six months ended June 30, 2001.
Quotes and information systems expenses for the three months ended June 30, 2002
decreased to $130,202 from $592,882 for the three months ended June 30, 2001.
Quotes and information systems expenses, which include telephone, quotes and
other information costs, decreased due to the reduction of services with the
cessation of operations of Globeshare, Inc. and Laidlaw International in the
last quarter of 2001 and the sale of the Westminster Securities effected in June
2001.

Interest expense for the six months ended June 30, 2002 decreased to $53,730
from $222,194 for the six months ended June 30, 2001. Interest expense for the
three months ended June 30, 2002 decreased to $23,340 from $142,340 for the
three months ended June 30, 2001. The decrease in interest expense resulted from
the settlement of most of the borrowings by the Company in 2001 and the
elimination of the carrying costs charged by the clearing brokers of the
Westminster and Laidlaw International

subsidiaries for their inventory positions.

Loss on sale of subsidiaries of $36,470 for the six months ended June 30, 2002
represent $35,264 additional expense incurred by the Company in March, 2002
pertinent to the final settlement of the cessation of operations of the Laidlaw
International subsidiary as required by the French administrator and $1,206 loss
on the cessation of operations of Laidlaw Pacific (Asia), the subsidiary that
was not operational since its acquisition.

As previously reported in the Current Report on Form 8-K of the Company dated
June 13, 2001, the sale of Westminster closed in escrow on June 12, 2001, the
documents and consideration were released from escrow on June 13, 2001, and the
parties agreed to treat May 31, 2001 as the effective date of the Transaction
for financial purposes. The Company recognized a loss of $1.6 million as a
result of the sale.

The Company recognized a credit of $289,879 for the three months and six months
ended June 30, 2002 pertinent to the settlement in June, 2002 of the claims by
and counterclaims against Plural, a software developer.

There was no amortization of goodwill for the six and three months ended June
30, 2002 as compared to the charges of $225,957 and $107,155 for the six and
three months ended June 30, 2001, respectively. All the goodwill were written
off upon the sale of the Westminster and H & R Acquisition Corp. subsidiaries.

All other expenses for the six months ended June 30, 2002 decreased to $345,758
from $1,429,175 for the six months ended June 30, 2001. All other expenses for
the three months ended June 30, 2002 decreased to $131,856 from $896,703 for the
three months ended June 30, 2001. These expenses consist, among other things, of
office supplies, insurance, bad debts, and other miscellaneous expenses. The
decrease in these expenses resulted from the reduced cost of operations stemming
from the contraction in the volume of operations, the cessation of operations of
Globeshare, Inc. and Laidlaw International and the sale of Westminster effected
on May 31, 2001 and H & R Acquisition Corp.on December 26, 2001.

SUBSEQUENT EVENTS

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 31, 2002, an unrelated party purchased 5,000,000 shares of the Company's
common stock for $500,000. These proceeds were contributed by the Company as
capital to Laidlaw Global Securities.

The Company received notice from the American Stock Exchange Staff, dated August
9, 2002, notifying the Company that it accepted the Company's plan of compliance
and granted the Company an extension of time to regain compliance with the
continued listing standards. However, the acceptance by the Exchange is
conditional and that in addition to updates, no less frequently than quarterly,
and periodic review by the Exchange, the Company must, by September 10, 2002,
provide proof of receipt of funds in line with its proposed business plan and
operational needs and resolve or take substantial steps to resolve any open
issues relating to listing additional shares as currently before the Exchange.
Failure to fulfill these requirements may result in delisting by the Exchange.

Liquidity and Capital Resources

The Company has incurred continuing net losses through the first six months of
fiscal 2002. As a result of these matters, the Company has continued to
experience net cash outflows from operations. Although the Company believes that
it will have the resources to maintain its operations through cost control
measures which have been instituted, cash flow from continuing growth of
operations, and financial support from existing shareholders which has been
promised orally, the Company may need to seek additional infusions of capital.
Management is in discussion with prospective investors to furnish such capital.

In addition to the funding through private financing, the Company's strategic
plan to achieve improved profitability and liquidity focuses on the following:

Cost Containment: We will seek to continually minimize operating costs and
convert fixed costs to variable costs, where

appropriate. Recently, decisions were made to enhance the profitability of
Laidlaw by reviewing and reorganizing its operating infrastructure, which will
result in significant expense reduction. With the integration of the operations
of Globeshare into Laidlaw Global Securities, Laidlaw expects to achieve savings
in employment costs and other operational expenditures.

Brokerage: A focal point of our strategic incentive is to restructure and build
our brokerage base. Laidlaw will focus on the addition of new brokers in Laidlaw
Global Securities and increase the potential of attracting high net worth retail
and institutional sales producers.

The Company has suffered recurring losses and has a significant accumulated
deficit as of June 30, 2002. In addition, the Company continues to incur
substantial losses. Accordingly, the Company anticipates that it will require
additional sources of funding during 2002 to maintain its operations and to
provide sufficient regulatory net capital for its broker-dealer 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.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

The Company 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. The Company believes that the
outcome of this matter would not have a material effect on the financial
position, results of operations or liquidity.

Greek Capital Market Commission vs. Laidlaw Global Corporation, Inc.

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 their 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.

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

Claimant seeks $953,000 in damages alleging Roger Bendelac, now the Company's
Chief Executive Officer, failed to sell Claimant's shares of the Company when
directed to do so. Claimant obtained shares of the Company in August 1999 upon
the conversion of a convertible note issued by Laidlaw Global Securities, Inc.
Mr. Bergmann sought to sell the shares in January 2000. Pursuant to the
requirements of Rule 144, Claimant was not eligible to sell the shares until
August 2000 by which time the value of the shares had dropped substantially.
Further, Mr. Bendelac had become the Chief Executive Officer of the Company and
no longer handled the Bergmann account. Special Counsel has interposed an answer
to the Statement of Claim and petitioned the NASD for dismissal of the claim
based upon applicable law. The NASD has not yet appointed a panel to hear the
matter.

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

scrutiny for committing securities fraud. In making representations to his
customer. Mr. Fine believed the information disseminated by Razorfish to be
correct.

NASD Regulatory Matter

Special Counsel to LGS has discussed settlement of the matter with the NASD
which may involve disgorgement of trading profits, payment of a fine and
admission of a violation of securities laws.

ITEM 5. OTHER INFORMATION

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.

Laidlaw has received notice from NASD Regulation, Inc. ("NASD"), that its staff
has made a preliminary determination to recommend that disciplinary action be
brought against Laidlaw's subsidiary Laidlaw Global Securities, Inc., for
allegedly violating certain NASD Conduct Rules by engaging in sales of
unregistered securities of Laidlaw during the period June 9-September 9, 1999.
The notice permits us to file a statement with the NASD setting forth why such
an action should not be brought and we intend to do so.

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)

99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 Sarbanes-Oxley Act of 2002

99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 Sarbanes-Oxley Act of 2002

----------

(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.

(b) Reports on Form 8-K

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.

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

August 19, 2002 By: /s/ Roger Bendelac
--------------------------
Roger Bendelac,
Chief Executive Officer