SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2000.

[ ]  TRANSITION  REPORT UNDER 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 Registrant as Specified in its Charter)

            DELAWARE                                       13-4093923
  (State or other jurisdiction)                 (Employer Identification Number)

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

       Registrant's Telephone Number, Including Area Code: (212) 376-8800

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered: None                    Name of each exchange on
                                                        which registered: None

Securities registered under Section 12(g) of the Exchange Act:

                        Common Stock, par value $0.00001
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

<PAGE>

State the issuer's revenues for its most recent fiscal year: $24,067,189

State the aggregate market value of the voting and non-voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days. The aggregate market value of the voting and non-voting stock
held by non-affiliates of the registrant is approximately $5,294,491 as of March
31, 2001.

State the number of shares outstanding of each of the registrant's classes of
common equity as of the latest practicable date: 27,074,430 shares of the
registrant's common stock are issued and outstanding as of March 31, 2001, not
including 3,835,717 shares issuable upon the exercise of outstanding warrants
and employee stock options.

                      DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the form 10-KSB into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424 (b) or
(c ) of the Securities Act of 1933. None

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


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                                TABLE OF CONTENTS

                                                                            Page
PART I

Item 1.   Description of Business.........................................     4
Item 2.   Description of Property.........................................    15
Item 3.   Legal Proceedings...............................................    16
Item 4.   Submission of Matters to a Vote of Security Holders.............    16

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters........    16
Item 6.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations ..........................................    18
Item 7.   Financial Statements............................................    29
Item 8.   Changes In and Disagreements With Accountants on Accounting
          and Financial Disclosure........................................    29

PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons....    29
Item 10.  Executive Compensation..........................................    33
Item 11.  Security Ownership of Certain Beneficial Owners and Management..    36
Item 12.  Certain Relationships and Related Transactions..................    38
Item 13.  Exhibits and Reports on Form 8-K................................    41

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

                           Forward-Looking Statements

This report contains forward-looking statements. The forward-looking statements
include all statements that are not statements of historical fact. The
forward-looking statements are often identifiable by their use of words such as
"may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "plans" or the negative or other variations of those or comparable
terms. Our actual results could differ materially from the anticipated results
described in the forward-looking statements. Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and included elsewhere in this report.

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

     In this Annual Report, "Laidlaw," "we," "us," and "our" each refers to
Laidlaw Global Corporation and, where appropriate, to our subsidiaries.


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<PAGE>

PART I

Item 1. Description of Business.

A.   General

     Through our subsidiaries, we provide a broad range of investment services
and products to individuals, corporations and institutions around the world. We
are increasing the coordination of our investment banking and syndicate and
trading activities, as well as focusing such activities on growth companies in
selectively targeted industries, worldwide. We have accelerated our focus on
international business, and intend to increase strategic ties with our foreign
investment partners and alliances.

B.   Our Operating Subsidiaries

Laidlaw Global Securities, Inc.

     Laidlaw Global Securities, formerly known as Laidlaw Equities, Inc., is a
New York based financial services corporation which was incorporated in October
23, 1986. It is a broker-dealer which is a member firm of the NASD, SIPC and
SIA. Its principal activities are institutional and retail brokerage, trading
and sales, investment banking and research. Laidlaw Global Securities conducts a
large amount of its brokerage business in foreign securities markets. In
addition to its New York offices, Laidlaw Global Securities presently maintains
offices, representative offices and associate representative offices in Hong
Kong, China; Miami, Florida; Paris, France; Geneva, Switzerland; Barcelona,
Spain; and Nassau, Bahamas.

Westminster Securities Corporation

     Westminster is a New York based comprehensive professional investment
services corporation which was incorporated in 1971. It is a member of the NYSE,
NASD and SIPC. Westminster's principal activities are investment banking,
institutional and retail brokerage, market making and asset management.
Westminster also maintains an office in Miami, Florida.

Howe & Rusling, Inc.

     We own an 81% interest in H&R Acquisition Corp., which owns a 100% interest
in Howe & Rusling, a 68 year old asset management company based in Rochester,
New York. Howe & Rusling's principal activities are professional investment
management.

Globeshare Group, Inc. (formerly Global Electronic Exchange Inc.)

     Globeshare Group, Inc. (formerly Global Electronic Exchange), a 59% owned
subsidiary of Laidlaw, is a New York based entity which was incorporated in
January 26, 1999. It was established by Laidlaw to create and develop an
internet-based international investment services business, including operations
in securities trading, investment banking, asset management and real estate. It
owns and operates Globeshare, Inc., a broker-dealer based in New York, focusing
on affording customers access to international and domestic markets through the
internet and strategic alliances.


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<PAGE>

Laidlaw Pacific (Asia) Ltd.

     Laidlaw Pacific is a Hong Kong based investment advisor which was
incorporated in June 2, 1992. Laidlaw Pacific is a registered Dealer and
Investment Advisor with the Hong Kong Securities and Futures Commission. Its
principal activities are corporate financial advisory services.

C.   Recent Developments

The Reorganization

     On June 8, 1999, Laidlaw, formerly known as Fi-Tek V, Inc., acquired
approximately 99% of the issued and outstanding shares of common stock of
Laidlaw Holdings, Inc. pursuant to a Plan and Agreement of Reorganization among
Laidlaw Holdings, Fi-Tek V, Inc., Westminster and the principal stockholders of
such companies, dated May 27, 1999. The transactions contemplated by the
Reorganization Agreement were intended to be a reorganization of the corporate
parties under either or both of Sections 351 and 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended. As a result of such transactions, on June 8,
1999, Laidlaw issued 13,109,137 shares of its common stock to stockholders of
Laidlaw Holdings. Immediately prior to closing, Laidlaw caused a 1-for-32.4778
reverse split of its common stock (the "Reverse Stock Split") and thereby
reduced its issued and outstanding shares of common stock to 1,500,000 shares.
Simultaneous with closing, Laidlaw changed it name from Fi-Tek V, Inc. to
Laidlaw Global Corporation. Laidlaw Holdings remains an inactive subsidiary of
Laidlaw.

     Also, pursuant to the Reorganization Agreement, on July 1, 1999, Laidlaw
acquired substantially all of the issued and outstanding common stock of
Westminster. This transaction was approved by the NYSE. Pursuant to the
Reorganization Agreement, Laidlaw acquired more than 99% of the issued and
outstanding common stock of Westminster for 4,500,000 shares of common stock.
Additionally, Laidlaw assumed the obligations of options granted to certain
employees of Westminster and therefore granted options to purchase 90,000 shares
of its common stock at a price per share of $.83. As a condition of closing,
Westminster agreed to have capital, as defined under Rule 15c3-1 of the
Securities Exchange Act of 1934 (the "Exchange Act"), of at least $600,000 at
closing. Such capital was provided in the form of subordinated loans advanced by
three stockholders of Westminster who retained nominal shareholdings in
Westminster for purposes of making such loans in compliance with applicable
Commission and NYSE rules.

     On December 15, 1999, Laidlaw acquired 99% of the issued and outstanding
shares of common stock of Lead Capital, an Athens based brokerage firm
registered with the Greek Securities Commission. In August, 2000, however,
Laidlaw decided to cease the operations of Lead since it experienced a virtual
elimination of revenue resulting from the erosion of the Greek Capital Markets.


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<PAGE>

     On March 29, 2000, the Company completed an amended and restated agreement,
which had been originally entered into on May 20, 1999, with PUSA Investment
Company ("PUSA"), Laidlaw Pacific Financial Services Ltd. (a wholly-owned
subsidiary of PUSA) and its wholly-owned subsidiary Laidlaw Pacific (Asia) Ltd.
("Laidlaw Pacific"), Hong Kong based investment advisor to acquire Laidlaw
Pacific. The Company issued 200,000 shares of its common stock and paid $HK 4
million in exchange for payment of a dividend to Laidlaw Pacific Financial
Services Ltd. equal to $HK 3 million and an option for the Company to receive a
dividend equal to $HK 4 million, should it elect to withdraw such funds from
Laidlaw Pacific. PUSA represented to the Company that, at the time of closing,
Laidlaw Pacific would have cash in the amount of $HK 11 million, all licenses to
engage in the investment banking business in Hong Kong, and no liabilities.

     In the third quarter of 2000 management decided to proceed with the plan to
upgrade the Paris, France operation into a fully licensed brokerage firm to
enable it to operate as such in France and to extend its activities to the rest
of the European Union. As of December 31, 2000, the Company had invested
$468,350 to initiate the processing of the necessary paperwork and of obtaining
the required license. In April 2001, the Company was granted a license from
Banque de France permitting it to operate as a broker/dealer in the French
Financial markets and other member countries in the European Economic Union.
Approximately five such licenses have been issued in the past ten years. Laidlaw
will operate in France under the name Laidlaw International, S.A.

The 3-for-2 Stock Split

     On September 9, 1999, a majority of the stockholders and the Board of
Directors approved a 3-for-2 stock split in the form of a stock dividend (the
"Forward Stock Split"). One share of common stock of Laidlaw was issued for each
two outstanding shares of pre-split common stock to stockholders of record as of
September 23, 1999. Furthermore, the number of shares and the exercise price of
all warrants and options issued by Laidlaw were adjusted in accordance with the
Forward Stock Split. All references in this Annual Report to shares of common
stock, warrants and options issued by Laidlaw, as well as the exercise price of
such warrants and options, have been adjusted to reflect the Forward Stock
Split.

D.   Our Strategy

     We have carefully developed a strategic plan involving internal
restructuring and selective aggressive expansion in order to focus our resources
on achieving our goal of becoming a high quality, highly profitable, global
investment bank. We seek to specialize in middle market investment opportunities
while servicing a strong client base of high net-worth individuals and
institutions worldwide. We will specifically concentrate on building sales and
distribution, investment banking activities, assets under management and
securities brokerage.

     Through our stockholders, senior management team, and strategic alliances,
we have access to resources, companies and investors worldwide. We are confident
that our relative size enhances our ability to service middle market
corporations, and to provide proprietary products for our clients more
efficiently than larger firms.


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<PAGE>

     We continue to build a sales and marketing team of professionals committed
to asset management, corporate finance and securities brokerage. By developing a
team that drives the entire organization, we can objectively source and generate
a high quality deal flow of new middle market clients based on an investment
driven approach to the business. Our strategic plan focuses on the following
areas:

     o    Cost Containment: We will seek to 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 resulted in
          significant expense reduction. Select regional offices were closed in
          order to build the core business in New York and concentrate human and
          financial capital on those areas which more efficiently serve
          Laidlaw's focus as a global firm.

     o    Brokerage: A focal point of our strategic initiative is to restructure
          and build our brokerage base. Management intends to use its industry
          contacts and Laidlaw's full range of available products and services
          to attract high net-worth retail and institutional sales producers.

     o    Asset Management: Going forward, we intend to further integrate the
          operations of our subsidiaries which provide asset management
          services, and increase assets under management. We plan to accomplish
          this by aggressively marketing our asset management business,
          leveraging the long standing quality reputation of Howe & Rusling,
          Westminster and Laidlaw Pacific and continuing the successful
          management of portfolios.

     o    Capital Markets: We intend to increase our origination of domestic and
          international equity and fixed income products. To implement this
          strategy, we are increasing the coordination of our research,
          investment banking, syndicate and equity trading activities to focus
          on middle market and growth companies in a group of core industries.
          By focusing our activities, we expect to enhance our reputation in
          such industry groups and increase our penetration, leading to the
          execution of a greater volume of higher margin transactions.
          Additionally, we expect to increasingly leverage our relationships
          with Laidlaw's foreign affiliates and partners, in order to
          participate and originate products from and for the international
          markets.

     o    Global On-Line Trading: Because we believe that the needs of our
          clients are global and that the online brokerage industry is
          experiencing rapid growth, we have launched a unique online trading
          platform that allows investors to have access to international
          financial markets through the increasingly convenient and reliant
          medium of the internet. Unlike its competition, Globeshare allows
          clients to execute and clear transactions through one account in
          multiple cross border markets.


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<PAGE>

E.   Lines of Business

Traditional Trading and Brokerage Services

     Laidlaw Global Securities: Laidlaw Global Securities provides professional
brokerage services to both institutional and individual investors. Laidlaw
Global Securities is focused to meet the needs of the sophisticated investor by
offering a full range of investment strategies and services including domestic
and international equities, bonds, debt securities, mutual funds, government
securities, new public and private offerings, retirement services and life
insurance/annuity products. In addition, Laidlaw Global Securities provides
proprietary product offerings for investment clients by specializing in firm
research and client underwriting of small to mid-capitalization companies with
market capital under $500 million.

     An experienced trading staff and syndicate department at Laidlaw Global
Securities allow Laidlaw's institutional and individual clients to participate
in new debt and equity offerings. During the course of the 1999 syndicate year,
Laidlaw Global Securities participated in numerous syndicate offerings,
originating both in the United States and in foreign markets.

     Laidlaw Global Securities offers its clients financial services, securities
transaction, and account maintenance capabilities available through an alliance
with Pershing, a Credit Suisse First Boston Company ("Pershing"), a leading
provider of correspondent brokerage clearing house services. Pershing offers
Laidlaw Global Securities clearing capabilities and investment services
specifically developed for the securities industry.

     For some non-dollar denominated equity and debt transactions, Laidlaw
Global Securities clears through Arnold & S. Bleichroeder, Inc., which provides
access to stocks listed on over 40 exchanges throughout the world and with
substantial coverage in the leading emerging market countries.

     Westminster: Westminster provides professional execution services for
investors interested in trading in virtually every financial market. Westminster
buys and sells equities, options, fixed-income securities, mutual funds and unit
investment trusts while offering very competitive commission prices.
Westminster, which is a member of the NYSE, trades on all major exchanges and is
a principal market maker in several select Over-the-Counter securities. In
trading, Westminster focuses on maximizing clients' financial security by
providing informed, intelligent investment services.

     Through Pershing, Westminster offers a full range of retirement plans to
individuals, corporate employees, and self-employed professionals. Westminster
also provides fee-based management account programs that offer access to top
institutional money managers. Through Pershing, Westminster also offers PROCASH,
a consolidated asset management account combining brokerage services, free check
writing, a MasterCard(R) Debit card, and other cash flow management activities.


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<PAGE>


     Westminster believes that by employing its strategic initiative to build a
relatively small but high quality group of brokers, it will be able to
efficiently provide a high level of support and service to its core broker base
thereby increasing broker productivity, expanding production, and improving the
quality of the business generated. Furthermore, by providing a flexible
environment with access to proprietary products, management support, individual
attention and full product and staff support, Westminster believes that it will
be able to retain and improve broker productivity and recruit experienced higher
revenue producing brokers.

     See "Recent Developments," page __.

Global On-Line Trading and Investment Services

     Globeshare Group, Inc.: Globeshare Group, Inc. (or "GGI"), formerly known
as Global Electronic Exchange, Inc., has established itself as an on-line
brokerage company. Through its wholly owned broker-dealer subsidiary Globeshare,
Inc., GGI provides its customers with the ability to trade international
securities through its network of member firms. Globeshare, Inc. ("Globeshare"),
which became a member of the NASD on February 8, 2000, initially operated as a
division of Laidlaw Global Securities, Inc. On May 18, 2000, Globeshare began to
operate separately under its own broker-dealer license. To date, Globeshare,
Inc. has not operated profitably.

     Globeshare's services are offered on its web site Globeshare.com. The web
site is operational 24 by 7 and is supported by a team of registered
representatives and support staff during all market hours in which it trades.
GGI's unique service offers account holders the ability to create and diversify
a global portfolio by investing in domestic and foreign securities, wherever and
whenever markets provide opportunities. Through its network of trading partners
and through various clearing arrangements with both Pershing, a Credit Suisse
First Boston Company, and J P Morgan Chase & Co., Globeshare can execute and
clear in up to 44 markets on a retail basis and 83 markets on an institutional
basis.

     Network member agreements provide for exclusivity with Globeshare.
Globeshare provides the platform for U.S customers desiring to trade foreign
securities as well as overseas customers desiring to trade U.S. securities. As
of March 2001, Globeshare has entered into agreements with 15 foreign registered
brokerage firms with execution capabilities in over 25 global markets.

     Currently, with a single Globeshare trading account, investors in the U.S.
and around the world can:

     o    buy and sell stocks in domestic and foreign markets,

     o    access original local research,

     o    chat at any time with a Live Broker, and

     o    receive continuously updated quotes, economic news and earnings
          estimates by Bridge, Zacks Investment Services, Comtex and Barra.

     In the future, GGI plans to offer its clients a broader range of services,
including the ability to execute cross-border transactions in fixed income
securities through an international bond-trading network.

     The operations of Globeshare in 2000 resulted in a loss of $2,254,000. The
market for electronic brokerage services over the Internet is rapidly evolving
and intensely competitive. In view of the loss realized in 2000, management at
Globeshare is reviewing its marketing strategy, the services and products which
it has been offering to the industry and what changes may be necessary to
achieve market acceptance and profitability. Globeshare has already shifted the
direction of its marketing efforts from individuals to institutions, including
other broker/dealers. This change in focus should reduce fixed costs and future
cash requirements to increase market penetration.


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<PAGE>

Investment Banking

     Laidlaw Global Securities: Laidlaw Global Securities has the platform to
emerge as a global investment bank for middle-market companies. Laidlaw Global
Securities' investment banking professionals have completed numerous private
placements, public stock offerings, and secondary equity and debt offerings.
Since January of 1997, Laidlaw Global Securities has acted as either lead
underwriter or co-underwriter in several following public offerings: Puro Water,
Inc., Asia Pacific Wire & Cable Company, Augment Systems, Inc., Scheid
Vineyards, Inc., JinPan International, Ltd. and Newmark Homes Corp. Laidlaw
Global Securities also acts as a financial advisor to a number of middle-market
companies in developing strategies for maximizing shareholder value. Laidlaw
Global Securities provides fairness opinions and valuations, advice on
recapitalization, mergers and acquisitions, advice on selling companies, and
assistance with the private placement and public distribution of securities in
the United States and abroad.

     By providing experienced counsel to middle-market and growth companies,
where the market capitalizations are less than $500 million, Laidlaw Global
Securities is well-positioned in an important market niche. Laidlaw Global
Securities' investment professionals offer domestic clients an opportunity to
extend their investment offerings beyond the United States, to key international
markets, while also assisting international companies who desire access to the
United States.


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<PAGE>

     Westminster: Westminster offers a full range of investment banking
services, principally corporate finance and merger and acquisition services to
emerging growth and middle-market companies.

     Westminster has considerable experience and expertise in arranging public
offerings, both initial and secondary, and private placement offerings for firms
ranging from small start-up companies to well-established corporations.

     Westminster assists clients in raising debt, mezzanine and equity capital
through both public and private markets. Maintaining relationships with a large
number of lenders and equity investors, both institutional and high net-worth
investors, enables Westminster to generate significant levels of private
financing. Additionally, Westminster is capable of underwriting equity offerings
and providing bridge financing through its retail brokerage operations and
institutional sales people.

     Westminster also provides merger and acquisition advisory services.
Westminster's banking staff assist clients in selling all or part of their
businesses by preparing offering memoranda, identifying appropriate qualified
financial buyers from extensive contact lists, and conducting management
presentations and due diligence reviews. In addition, Westminster assists
acquirers by identifying attractive investment opportunities, and by creatively
structuring and placing acquisition financing.

     See "Recent Developments"

     Laidlaw Pacific: It is anticipated that Laidlaw Pacific will offer a full
range of corporate financial advisory services to clients including arranging
initial public offerings, placing rights issues, takeovers, corporate
restructuring and the underwriting of equities. Laidlaw Pacific has launched
various fund raising activities throughout the Pacific Rim and in the United
States. It has acted as sponsor and underwriter of numerous takeover, merger and
acquisition activities. Laidlaw Pacific's investment banking strategy is to
focus on initial public offerings by Internet corporations. To date, Laidlaw
Pacific's operations have generated minimal revenues.

Asset Management and Investment Services

     Howe & Rusling: Laidlaw owns an 81% interest in H&R Acquisition Corp. whose
wholly owned subsidiary Howe & Rusling is primarily engaged in asset management
and services. Howe & Rusling was founded in 1930, and has successfully built and
managed investment portfolios for over 465 institutional and high net-worth
relationships. Howe & Rusling's client base includes high-net worth individuals,
qualified retirement plans, and endowment funds and corporations.


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<PAGE>

     Howe & Rusling's successful investment approach is based on a conservative
philosophy of building long term asset growth through low volatility
investments. Management believes that this investment approach has resulted in
a high client retention rate which is significantly better than typical
investment managers.

     Since Laidlaw's purchase of majority control of Howe & Rusling, assets
under management have grown from approximately $450 million in October 1996 to
approximately $700 million as of December 31, 2000. The key element of our
strategic plan is to build our asset management business by globally expanding
the base of institutional and high net-worth clients.

     Laidlaw Global Securities: Laidlaw Global Securities is also a registered
investment advisory firm, and such, provides services including performance
monitoring selection of third party investment managers, and discretionary asset
management. The investment advisory services offered by Laidlaw Global
Securities are tailored for a variety of clients, including individuals, pension
and profit-sharing plans, trusts and estates, charitable organizations,
corporations and other businesses.

F.   Employees

     As of April 7, 2000, we had 125 employees, of which 65 are employed
full-time and 3 are employed part-time at Laidlaw Global Securities, 21 are
employed full-time and 1 is employed part-time at Westminster, 25 are employed
full-time at Howe & Rusling, 7 are employed full-time and 3 are employed
part-time at Globeshare. We believe that one of our strengths is the quality and
dedication of our employees and the shared sense of being a part of a team. We
strive to maintain a work environment that fosters professionalism, excellence,
diversity and cooperation among our employees. Our future success will depend,
in part, on our ability to continue to attract, retain and motivate highly
qualified technical and management personnel, for whom competition is intense.
Our employees are not covered by any collective bargaining agreement, and we
have never experienced a work stoppage. We believe our relations with our
employees are good.

G.   Competition

     The financial services industry is intensely competitive, and we expect it
to remain so. Our competitors are other brokers and dealers, online brokerage
businesses, investment banking firms, insurance companies, investment advisors,
mutual funds, hedge funds, commercial banks and merchant banks. We compete with
some of our competitors globally and with some others on a national and regional
basis. We compete on the basis of a number of factors, including transaction
execution, our products and services, innovation, reputation and price.


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<PAGE>

     Competition is also intense for the attraction and retention of qualified
employees. Our ability to continue to compete effectively in our businesses will
depend upon our ability to attract new employees and retain and motivate our
existing employees.

     In recent years there has been a significant consolidation and convergence
in the financial services industry. Commercial banks and other financial
institutions have established or acquired broker-dealers or have merged with
other financial institutions. These firms have the ability to offer a wide range
of products, from loans, deposit-taking and insurance to brokerage, asset
management and investment banking services which may enhance their competitive
position. They also have the ability to support investment banking and
securities products with commercial banking, insurance and other financial
services revenues in an effort to gain market share.

     We believe that some of our most significant challenges and opportunities
will arise outside the United States. In order to take advantage of these
opportunities, we will have to compete successfully with financial institutions
based in important foreign markets, particularly in Europe. Some of these
institutions are larger, better capitalized and have a stronger local presence
and a longer operating history in these markets.

     Many of our competitors have significantly greater financial, technical,
marketing and other resources than we do. Some of our competitors also offer a
wider range of products and services than we do and have greater name
recognition, more established reputations and more extensive client and customer
bases. These competitors may be able to respond more quickly to new or changing
opportunities, technologies and customer requirements due to superior systems
capabilities. They may also be better able to offer more attractive terms to
customers and clients and adopt more aggressive pricing and promotional policies
compared to our firm.

     Through our online brokerage business, we anticipate to compete with
discount brokerage firms, which generally execute transactions for customers
while offering other services such as research, portfolio valuation and
investment recommendations. We will compete directly with approximately one
hundred discount brokerage firms already operating on the internet. It is also
anticipated that our online brokerage business will also encounter competition
from established full-commission brokerage firms. Many of these brokerage firms
have also begun conducting business online.


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<PAGE>

H.   Trademarks

     We have applied for registration for a variety of trademarks in the United
States and abroad for use in the businesses of our subsidiaries. In the United
States we have applied for the trademarks LAIDLAW GLOBAL, GLOBEBOND,
GLOBEPROPERTY and GLOBESHARE. The GLOBESHARE trademark has also been registered
in several Asian, Central American, South America and European countries. We
regard our intellectual property as being an important factor in the marketing
of Laidlaw. We are not aware of any facts which would negatively impact our
continuing use of our trademarks.

I.   Regulation

Regulation of the Securities Industry and Broker-Dealers

     The securities industry - and all of our businesses - is subject to
extensive regulation under both federal and state laws. In the United States,
the Securities and Exchange Commission ("Commission") is the federal agency
responsible for the administration of the federal securities laws. Laidlaw
Global Securities, Westminster, and Globeshare are NASD member firms. Laidlaw
Global Securities, Westminster, and Howe & Rusling are registered investment
advisors with the Commission. Westminster is also a New York Stock Exchange
("NYSE") member firm. Securities firms are subject to regulation by the
Commission and by self-regulatory organizations ("SROs"), including but not
limited to the NASD, the Municipal Securities Review Board (the "MSRB") and
national securities exchanges such as the NYSE. Securities firms are also
subject to regulation by state securities administrators in those states in
which they conduct business. Laidlaw Global Securities is a registered
broker-dealer in 50 states, the District of Columbia and the Commonwealth of
Puerto Rico. Failure to comply with the laws, rules or regulations of the
Commission, SROs and state securities commissions may result in censure, fine,
the issuance of cease-and-desist orders or the suspension or expulsion by such
entities of a broker-dealer, an investment adviser, officers, or employees. The
Commission and SROs regulate many aspects of our business including trade
practices among broker-dealers, capital structure and withdrawals, sales
methods, use and safekeeping of customers' funds and securities, the financing
of customers' purchases, broker-dealer and employee registration and the conduct
of directors, officers and employees. Additional legislation, changes in the
rules promulgated by SROs or changes in the interpretation of enforcement of
existing rules, either in the United States or elsewhere, may directly affect
the mode of operation and profitability of Laidlaw.

     We are subject to foreign law and the rules and regulations of foreign
governmental and regulatory authorities in virtually all countries where we have
offices. This may include laws, rules and regulations relating to any aspect of
the securities business, including sales methods, trade practices among
broker-dealers, use and safekeeping of customers' funds and securities, capital
structure, record-keeping, the financing of customers' purchases, broker-dealer
and employee registration requirements and the conduct of directors, officers
and employees.


                                       14
<PAGE>

Effect of Net Capital Requirements

     As a registered broker-dealer and member of various SROs, we are subject to
the Uniform Net Capital Rule under the Exchange Act. The Uniform Net Capital
Rule specifies the minimum level of net capital a broker-dealer must maintain
and also requires that at least a minimum part of its assets be kept in
relatively liquid form. As of December 31, 2000 and 1999, our broker-dealer
subsidiaries including Laidlaw Global Securities and Westminster were required
to maintain minimum net capitals. Laidlaw Global Securities was required to
maintain minimum net capital of $100,000 and $158,519, respectively, and had
total net capital of approximately $1,347,938 and $3,783,827, respectively.
Westminster was required to maintain minimum net capital of $100,000 for both
years and had total net capital of approximately $1,986,095 and $1,306,555,
respectively. As of December 31, 2000, Globeshare, the newly formed
broker-dealer was required to maintain minimum net capital of $27,019 and had
total net capital of approximately $52,220. Of the net capital maintained by
Westminster, $600,000 was advanced in the form of subordinated debt by the
shareholders of the company.

     The Commission and various SROs impose rules that require notification when
net capital falls below certain predefined criteria, dictate the ratio of debt
to equity in the regulatory capital composition of a broker-dealer and constrain
the ability of a broker-dealer to expand its business under certain
circumstances. Additionally, the Uniform Net Capital Rule imposes certain
requirements that may have the effect of prohibiting a broker-dealer from
distributing or withdrawing capital and requiring prior notice to the Commission
for certain withdrawals of capital.

     We are an active participant in the international fixed income and equity
markets. Many of our subsidiaries that participate in those markets are subject
to comprehensive regulations that include some form of capital rule and other
customer protection rules.

     Compliance with net capital requirements of these and other regulators
could limit those operations of our subsidiaries that require the intensive use
of capital, such as underwriting and trading activities and the financing of
customer account balances, and also could restrict our ability to withdraw
capital from our regulated subsidiaries, which in turn could limit our ability
to repay debt or pay dividends on our common stock.

Application of Securities Act and Exchange Act to Internet Business

     The Securities Act governs the offer and sale of securities. The Exchange
Act governs, among other things, the operation of the securities markets and
broker-dealers. When enacted, the Securities Act and the Exchange Act did not
contemplate the conduct of a securities business through the Internet. Although
the Commission, in releases and no-action letters, has provided guidance on
various issues related to the offer and sale of securities and the conduct of a
securities business through the Internet, the application of the laws to the
conduct of a securities business through the Internet continue to evolve.
Uncertainty regarding these issues may adversely affect the viability and
profitability of our business.

Item 2. Description of Property.

     Our principal executive offices, which are occupied by Laidlaw, Laidlaw
Global Securities, Westminster and Globeshare Group, Inc., are located on the
25th, 27th, 28th and 29th floors at 100 Park Avenue, New York, New York and
comprise approximately 30,467 square feet of leased space. The lease of space
located on the 25th and 27th floors expires in 2005 and the lease of space
located on the 28th and 29th floors expires in 2010.


                                       15
<PAGE>

     Outside New York, Laidlaw Global Securities occupies 900 square feet of
office space in Miami, Florida. Westminster occupies 650 square feet of office
space in Miami, Florida. Howe & Rusling's executive office is located at 120
East Avenue, Rochester, New York. Howe & Rusling leases office space aggregating
approximately 7,333 square feet under a lease that expires February 28, 2007.

     Consistent with our global approach to our business and with the plan to
expand the operations of the Paris, France office, Laidlaw International S.A.
leases 5,221 square feet of office space under a lease that expires November 30,
2009.

Item 3. Legal Proceedings.

     In the normal course of business, we are subject to various legal
proceedings. However, in management's opinion, there are no legal proceedings
pending against us or any of our subsidiaries that would have a material adverse
effect on our financial position, results of operations or liquidity.

     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. 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.

Greek Capital Commission vs. Laidlaw Global Corporation

         In February, 2001, the Greek Capital Market Commission ("CMC") assessed
fines of $156,000 against a subsidiary of Laidlaw and $408,000 against Laidlaw.
The CMC determined that the subsidiary failed to file notice of its acquisition
and disposition of shares in a Greek company. The subsidiary never owned any
shares; the shares were purchased by customers of the subsidiary. The fine
against Laidlaw came about because we didn't deny publications of alleged false
percentages of ownership by ourselves in the Greek company. Laidlaw had never
owned any shares in the Greek Company. The determinations are being appealed and
we believe the findings of the CMC will be overturned upon appeal.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2000. However, at a special
meeting of shareholders held February 27,2001, the shareholders elected the
persons set forth in Item 9 to the Board of Directors, ratified the appointment
of Granton Thornton LLP as auditors for the Company, and gave discretionary
authority to the Board of Directors to implement a 1 for 5 reverse stock split.


Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

     Laidlaw's common stock has been traded on the American Stock Exchange
("AMEX") since May 18, 2000 under the symbol GLL. Prior thereto and subsequent
to the acquisition of Laidlaw Holdings on June 8, 1999, the common stock was
traded on the OTC Bulletin Board under the symbol LAIG. Prior to the
acquisition, the common stock was traded under the symbol FTKV. The following
table sets forth the high and low closing prices per share as reported by the
AMEX during the period the shares have been traded on the AMEX and the high and
low closing prices during the period the shares were traded on the OTC Bulletin
Board. The market prices have been adjusted to give retroactive effect to the
Reverse Stock Split and the Forward Stock Split. The quotations while the shares
were traded on the OTC Bulletin Board reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions:

<TABLE>
<CAPTION>
                                                            Common Stock
                                            --------------------------------------------
                                                  2000                         1999
                                            --------------------------------------------
                                                  Prices                          Prices
----------------------------------------------------------------------------------------
Period                                       High       Low              High        Low
----------------------------------------------------------------------------------------
<S>                                         <C>        <C>              <C>        <C>
First Quarter.............................  $10.56     $ 5.50               --        --
----------------------------------------------------------------------------------------
Second Quarter............................  $ 7.50     $ 2.625          $13.42      $0.43
----------------------------------------------------------------------------------------
Third Quarter.............................  $ 3.00     $ 1.1875         $21.08     $12.50
----------------------------------------------------------------------------------------
Fourth Quarter............................  $ 1.25     $ 0.50           $18.125    $7.625
----------------------------------------------------------------------------------------
</TABLE>

The closing price of the common stock on March 29, 2001 was $0.42.


                                       16
<PAGE>

Holders

     On March 31, 2001 there were 159 holders of record of Laidlaw's common
stock.

Dividends

     Laidlaw has never declared or paid cash dividends on its common stock.
Laidlaw currently intends to retain earnings, if any, to support its growth
strategy and does not anticipate paying cash dividends in the foreseeable
future. Payment of future dividends, if any, will be at the discretion of
Laidlaw's Board of Directors after taking into account various factors,
including Laidlaw's financial condition, operating results, current and
anticipated cash needs and plans for expansion.

Recent Sales of Unregistered Securities

     Issuance pursuant to the Reorganization: On June 8, 1999, Laidlaw, formerly
known as Fi-Tek V, Inc., acquired approximately 99% of the issued and
outstanding shares of common stock of Laidlaw Holdings pursuant to a Plan and
Agreement of Reorganization among Laidlaw Holdings, Fi-Tek V, Inc., Westminster
and the principal stockholders of such companies, dated May 27, 1999. As a
result of such transactions, on June 8, 1999, Laidlaw issued 13,109,137 shares
of its common stock to stockholders of Laidlaw Holdings. Also, pursuant to the
Reorganization Agreement, on July 1, 1999, Laidlaw issued 4,500,000 shares of
common stock for substantially all of the issued and outstanding common stock of
Westminster. See Description of Business - Recent Developments - The
Reorganization.

     Issuance of 12% Senior Secured Euro-Notes Due 2002 (the "Euro-Notes"): From
April 1997 to May 1997, Laidlaw Holdings offered, on a "best efforts" basis a
minimum of 50 Units and a maximum of 80 Units, each Unit consisting of 5 year
12% Senior Secured Notes in the principal amount of $100,000 and a 5 year
warrant to purchase 6,881 shares of non-voting common stock of Laidlaw Holdings,
at an exercise price of $4.36 per share (the "Common Stock Purchase Warrants").
Euro-Notes in the aggregate principal amount of $2,305,000 were sold. The
Euro-Notes were sold to (i) 3 domestic accredited investors pursuant to an
exemption from registration under Regulation D of the Securities Act; and to
(ii) 15 foreign accredited investors under Regulation S of the Securities Act.

     Subsequent to the Reorganization, Laidlaw granted to holders of the
Euro-Notes the right to exchange the Euro-Notes and Common Stock Purchase
Warrants issued with the Euro-Notes for shares of common stock of Laidlaw at the
rate of $2.05 per share for each Euro-Note exchanged, and the right to obtain
common stock of Laidlaw upon exercise of the Common Stock Purchase Warrants
issued with the Euro-Notes upon the same terms and conditions of such warrants.
To date, 15 holders of Euro-Notes aggregating $1,876,000 in principal amount
have exchanged their notes for shares of Common Stock of Laidlaw.


                                       17
<PAGE>

     Issuance of 8% Convertible Subordinated Notes Due 2000 (the "Convertible
Notes"): From July 1998 to June 1999, Laidlaw Holdings offered, on a "best
efforts" basis, 8% Convertible Notes due 2000 in the minimum aggregate amount of
$1,000,000 and a maximum of $8,000,000. The Convertible Notes, are convertible
into common stock of Laidlaw Holdings at a price of $2.05 per share, subject to
adjustment under certain conditions. Interest on the Convertible Notes shall
accrue on a semi-annual basis until the date of the conversion. 125 Convertible
Notes aggregating $8 million in principal were sold. The Convertible Notes were
sold to (i) 19 domestic accredited investors pursuant to an exemption from
registration under Regulation D of the Securities Act; and to (ii) 50 foreign
accredited investors under Regulation S of the Securities Act.

     Subsequent to the Reorganization, Laidlaw assumed the obligations of
Laidlaw Holdings with respect to the conversion rights of holders of the
Convertible Notes. As a result, holders of the Convertible Notes could convert
such notes into common stock of Laidlaw at the rate of $2.05 per share, upon the
same terms and conditions of conversion privileges set forth in the Convertible
Notes. To date, 69 holders of Convertible Notes aggregating $8 million in
principal amount have converted their notes into shares of common stock of
Laidlaw.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

     Laidlaw Global Corporation is a global financial services firm that
operates in two business segments: brokerage, which includes investment banking
and sales and trading, and asset management. It has two subsidiaries that
operate in both segments: Laidlaw Holdings, Inc., a holding company which owns
100% of Laidlaw Global Securities, Inc., and 81% of H & R Acquisition Corp., and
Westminster Securities Corporation, an NYSE member firm which was acquired by
Laidlaw on July 1, 1999. Laidlaw has a third subsidiary Globeshare Group, Inc.
(formerly Global Electronic Exchange, Inc.), a holding company that owns 100% of
Globeshare, a broker-dealer. Globeshare, which commenced its U.S. operation in
October 1999 and operated initially as a division of Laidlaw Global Securities,
Inc., received approval for NASD membership as a broker-dealer on February 8,
2000. Operations of the on-line broker were transferred from Globeshare as a
division of Laidlaw Global Securities to Globeshare as a broker dealer on May
18, 2000. Globeshare Group, Inc. changed its name from Global Electronic
Exchange, Inc. on November 1, 2000.

     Laidlaw's results of operations for the year ended December 31, 2000 and
1999 are herein discussed. For the purpose of this analysis, the operating
subsidiaries acquired by Laidlaw are retroactively consolidated into the public
company.

     Market fluctuations and economic factors may materially affect Laidlaw's
results of operations. In addition, results of operations in the past have been
and in the future may continue to be materially affected by many factors of a
global nature. 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, which may
effect 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 on
a global basis, including growth in assets under management, global investment
banking and brokerage services activities as well as the future success of
Globeshare Group, Inc., which will continue to require substantial resources.

     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 equity, 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 situate itself in markets where it has an edge over
competition due to strong local connections and access to foreign brokerage
firms and investors. Laidlaw though global in its intervention wants to
establish itself as the "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 global
financial services industry through diversification of its revenue sources and
enhancement of its global franchise. 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 it gets
involved in. 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 remain profitable
and competitive.

     Laidlaw believes that the technological advancements in the internet and
the growth of electronic commerce in recent years will continue to present both
challenges and opportunities to the Company. Laidlaw gives special importance to
innovations in this field, which could lead to significant changes in the
financial markets and financial services industry as a whole. Laidlaw's
initiatives in this area have included the participation in the development of
Globeshare, an on-line broker, enabling investors to currently trade securities
in 44 different equity markets around the world. Laidlaw plans to further
develop Globeshare and its web site Globeshare.com in the future with the stated
goal of making Globeshare the leading on-line broker, which offers investing in
over 50 different equity markets worldwide.


                                       18
<PAGE>

Global Economic and Market Developments in Fiscal 2000

         Globally, the favorable market and economic conditions of 1999
continued to persist in the first half of 2000. This trend was reversed after
increasing oil prices and a strong consumer spending resulted in inflationary
pressures. Subsequently, major central banks around the world initiated interest
rate increases, which, along with slowing corporate earnings growth, led to a
negative climate in the global equity and fixed income markets. In the U.S., the
Federal Reserve responded to strong growth and inflation fears by raising the
Federal Funds rate by an aggregate of 100 basis points over the first half of
2000. Economic conditions in Europe were also volatile. The region's strong
economic growth, coupled with a depreciating euro and a sharp rise in energy
prices led to fears of rising inflation. As a response, the European Central
Bank raised interest rates six times by a total of 1.75% within the EU. In
addition, economic uncertainty in Asia, especially in Japan, and certain
emerging market nations had a negative impact on investor confidence. Periods of
high volatility, low levels of liquidity and increased credit spreads, created
difficult conditions in the global financial markets. Overall stock indexes in
the foreign industrial countries generally declined and stock prices in emerging
market economies were generally quite weak. This uncertain and turbulent global
market and economic environment contributed to Laidlaw's weak results in fiscal
2000.

         In the U.S., the combination of exceptionally strong growth in the
first half of 2000 and subdued growth in the second half resulted in a rise in
real GDP of about three and half percent for the year overall. Domestic demand
started out the year with incredible vigor but decelerated thereafter and was
sluggish by year-end. Amid fears that the economy was growing at an
unsustainable rapid rate that would lead to inflationary pressures on the
economy the Federal Reserve shifted its goal towards curbing U.S. growth. The
Fed aimed to stabilize growth through a series of interest rate hikes, six
interest rate increases occurred from June of 1999 to May of 2000 that totaled
1.75 percent, targeted towards a soft landing of the U.S. economy. Financial
markets in 2000 were influenced by the changing outlook for the U.S. economy and
monetary policy and by shifts in investors' perceptions of and attitudes toward
risk. Market conditions were volatile for the better part of fiscal 2000.
Following the record highs most major equity indexes reached in March, stock
prices turned lower, declining considerably over the last four months of the
year. Equity prices fell from their highs during spring, with a particular steep
drop in the Nasdaq, as investors grew more concerned about the lofty valuations
of some sectors and the prospect of higher interest rates. Especially the
technology, telecommunications and Internet sectors fell precipitously from high
levels and near-term earnings forecasts were revised down sharply late in the
year. On balance, the broadest stock indexes fell more than ten percent during
fiscal 2000, and the tech-heavy Nasdaq was down nearly forty percent.
Nevertheless, certain economic indicators remained favorable. Despite the fact
that growth of employment slowed over the year, the unemployment rate remained
around the lowest sustained level in more than thirty years and core inflation
remained low in 2000 in the face of sharp increases in energy prices.

         Mergers and acquisitions were robust during the first half of fiscal
2000. As economic growth moderated and profits weakened, capital spending
decelerated sharply.

         The markets for the underwriting of securities also were negatively
impacted by the generally volatile market and economic conditions that existed
during much of fiscal 2000. The considerable drop in valuations in some sectors
and the elevated volatility of equity price movements caused the pace of initial
public offerings to slow markedly over the year. The slowdown was particularly
evident in the technology sector. In total, the dollar amount of initial public
offerings by domestic non-financial companies tapered off in the fourth quarter
to its lowest level in two years. This adverse economic climate has negatively
affected Laidlaw's subsidiaries and the revenues generated from investment
banking activities.

         Laidlaw aims to further develop the Globeshare project. In order to
assure that the Globeshare project in its current phase does not drain the
resources of Laidlaw, Globeshare Group, Inc. has continued its financing efforts
through private sources of equity financing. In 2001, Laidlaw intends to further
finance Globeshare Group, Inc. through additional private equity capital raising
activities.

         Currently all the strategic partnership agreements signed by Globeshare
Group, Inc. provide for revenue sharing based on the source of the customer and
the location of the trade. Other than maintenance of the trading systems and web
sites, Laidlaw and its subsidiary have no financial obligations to any of the
strategic partners that are participating in the trading Globeshare network.

         The new Board of Directors has continued its efforts to position
Laidlaw in new markets and ventures. Management has continued to focus its
activities in areas that take into consideration the cost structure of Laidlaw
and the constraint to allocate resources efficiently and in priority to ventures
that can reasonably be expected to self-finance on a short term basis.


                                       19
<PAGE>

Results of Operations for the Years Ended December 31, 2000 and 1999

     Laidlaw posted a loss of $5.71 million in fiscal 2000, compared to the net
profit of $4.75 million in fiscal 1999. This significant decrease in net income
is due to the adverse economic conditions experienced both domestically and
internationally. Globally, the foreign markets overall experienced a decline
during fiscal 2000. Stock prices in emerging markets were generally quite weak,
coupled with low trading volume, adversely affecting Laidlaw. Domestically, the
steep decline of Nasdaq had a great impact on Laidlaw as its institutional
clients mostly invested in the technology sector. The combination of the
extremely sharp reduction of global market commissions revenues and the drop in
volume received from institutional investors has cost a drop of approximately
$6.0 million in revenues. We are currently experiencing delays in implementation
of an investment banking transaction accrued in the second quarter of 2000
related to the intermediation of the purchase of a German bank. While the
transaction is still being worked on by Laidlaw and Laidlaw might still receive
the pertinent fee, Laidlaw has chosen to reverse the inclusion of the fee as
income in 2000.

     At the same time, expenses for the Company have increased by approximately
$4 million reflecting increased expenses related to the consolidation of the
Westminster subsidiary for the whole year of 2000, the development of Globeshare
and the hiring of additional key executives in H & R Acquisition as a strategy
to further develop its business.

     Basic loss per common share was $.27 in fiscal 2000 compared to a basic
income per share of $.26 in fiscal 1999.

     The essential part of the loss incurred in 2000 was generated by two
subsidiaries, namely Laidlaw Global Securities, Inc. and Globeshare Group, Inc.
Laidlaw Global Securities, Inc. which 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. Aside from these factors, one has to notice
that Laidlaw Global Securities has carried a disproportionate amount of the
costs associated with the parent public company and more particularly the legal,
accounting and marketing development costs. Globeshare Group, Inc. presented a
particularly difficult problem for the group due to the high cost of
technological development still required at a time of sharp reduction of the
commissions volume generated in light of the reduction in commissions resulting
from financials markets that have consistently moved to the down side since
March 2000. In many instances the lack of development of technological
connections has affected the ability of the partners to generate commissions
business. The operations of Globeshare in 2000 resulted in a loss of $2,254,000.
The market for electronic brokerage services over the Internet is rapidly
evolving and intensely competitive. In view of the loss realized in 2000,
management at Globeshare is reviewing its marketing strategy, the services and
products which it has been offering to the industry and what changes may be
necessary to achieve market acceptance and profitability. Globeshare has already
shifted the direction of its marketing efforts from individuals to institutions,
including other broker/dealers. This change in focus should reduce fixed costs
and future cash requirements to increase market penetration.

     The Westminster subsidiary has managed to contribute $322,930 to the
consolidated net income in 2000 albeit lower than the 1999 income consolidated
for the last six months of $665,529, nevertheless, a respectable performance
considering the market conditions of 2000. The Westminster subsidiary which had
previously extended its floor operations activities has seen the proportion of
total commissions increase 73% in 2000.


                                       20
<PAGE>

     All of the aforementioned factors contributed to Laidlaw's consolidated net
loss of $5,712,556 for the year ended December 31, 2000. However, if the loss
derived from the operations of the internet company Globeshare Group, Inc. and
its wholly owned subsidiary Globeshare and the one time charge against income
relative to the cessation of operations of the Greek subsidiary Lead Capital
were deducted from the consolidated results of operations, Laidlaw's traditional
business resulted in a net loss of only $3,214,104. The decrease in the profit
of Laidlaw's traditional lines of business compared to the net profit of
$4,753,469 for the year ended December 31, 1999 were attributed mainly to the
reduction in commission revenue from institutional customers of Laidlaw Global
Securities due substantially to the NASDAQ correction and the sharp correction
in some overseas securities markets as explained previously. This material
decrease in revenue was, however, partially offset by fees earned during the
first quarter from the clients' participation in overseas securities offering
and an increase in commission revenue contributed by the Westminster Securities
Corp. subsidiary which was consolidated with the Company for the full year in
2000 and only for the last six months in 1999. Throughout the first three
quarters of 2000, Laidlaw sustained increases in salaries and employee benefits
and travel and promotional expenditures related to the acquisition of the new
subsidiaries and the efforts to develop more business and clientele for the
newly merged group and the internet based business.

     The Laidlaw Pacific acquisition had an immaterial impact at the level of
the consolidation of the results of that operation since the acquisition only
involved the acquiring of the licenses for corporate finance and money
management, cash and two employees. The benefits of that acquisition are in the
process of materializing through increased contacts and the access to new
transactions. Laidlaw clients were recently able to participate in a Hong-Kong
private placement as a result of contacts obtained through the Hong Kong
subsidiary.

     In 2000 and the prior years, Laidlaw operated in two principal segments of
the financial services industry, namely asset management and brokerage
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 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 and pursues direct investment in a variety of areas.

     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.

     The commission revenues which represent 47% and 48% of total revenues for
the years ended December 31, 2000 and December 31, 1999 respectively, are
geographically categorized as follows:

     For the year ended December 31, 2000, revenues of $1.0 million were
generated from the activities of Laidlaw Global Securities on behalf of foreign
and U.S. institutional customers in foreign markets, revenues of approximately
$340,000 were generated from the activities of Westminster from foreign markets,
and revenues of $9.65 million were generated from the activities of Laidlaw
Global Securities and Westminster in the U.S. markets. Globeshare generated
$428,907 revenues from online trading U.S. and overseas customers. The investors
transacting in the U.S. markets are both U.S. and non-U.S. entities and
individuals. For the year ended December 31, 1999, most of the commissions were
generated by Laidlaw Global Securities since the Westminster subsidiary was
merged into the group only on July 1, 1999. Revenues of $5.6 million were
generated from activities on behalf of foreign and U.S. institutional customers
in foreign markets.

     Asset Management fees from Howe & Rusling and partly from Laidlaw Global
Securities amount to $5,517,140 and $5,816,344 for the years ended December 31,
2000 and December 31, 1999, which represent 23% and 19% of the firm's revenue
for the respective periods. Corporate finance fees of Laidlaw Global Securities
amount to $1,845,693 and $1,256,160 for the years ended December 31, 2000 and
December 31, 1999, which represent 8% and 4% of the firm's revenue. Investment
banking fees from Laidlaw Global Securities amount to $90,697 for the year ended
December 31, 2000, which represent .4% of the firm's revenue for the year.
Investment banking fees from Laidlaw Global Securities and partly from
Westminster amount to $1,233,089 for the year ended December 31, 1999, represent
4% of the firm's revenue. In 1999, Laidlaw generated approximately $950,000
revenue from a transaction involving the sale of warrants.

     In the future Laidlaw will aim at diversifying its commission revenues by
generating a large portion of its revenues both from an expanded retail customer
business in Laidlaw Global Securities and the Internet business through the
development of Globeshare. Management continues to view the costs associated
with Globeshare as investment costs related to the future diversification of the
revenue sources of Laidlaw.

     Salaries and other employee expenses for the year ended December 31, 2000
increased to $8.8 million from $7.9 million for the year ended December 31,1999.
The increase in this expense primarily relates to the addition of the
Westminster compensation costs, the hiring of personnel for the Globeshare
Group, Inc. and the H & R Acquisition Corp. subsidiaries and additional key
professional staff, and the inclusion of the effect of the conversion of the
options of the H & R officers into compensation.

     Commissions expense for the year ended December 31, 2000 decreased to $6.7
million from $9.4 million for the year ended December 31, 1999. The decrease is
attributable to the decrease in commission revenue.

     Clearing expenses for the year ended December 31, 2000 increased to $1.7
million from $1.4 million year ended December 31, 1999. Clearing expenses, which
primarily consists of amounts paid to the broker-dealers' clearing agent for
processing and clearing customers' trades, reflect the increment in such
expenses related to the operations of Westminster which was consolidated to the
group starting in July 1, 1999 and of Globeshare which started its own
operations in May, 2000.

     Rent and utilities expenses for the year ended December 31, 2000 increased
to $1.5 million from $1.2 million for the year ended December 31, 1999. Rent and
utilities expenses, which include cost of leasing office space and space with
our internet service provider, increased primarily due to the cost of renting
the "cages" for the internet infrastructure of the Globeshare Group subsidiary.
Management expects the costs related to technology development will continue to
grow as Laidlaw continues to invest in Globeshare Group, Inc. and its
broker-dealer subsidiary Globeshare Inc., and enhances the other subsidiaries'
infrastructure to enable Laidlaw as a whole to compete better in the industry.

     Communications and information systems for the year ended December 31, 2000
increased to $2.4 million from $1.5 million for the year ended December 31,
1999. Communications and information systems expenses, which include telephone,
quotes and other information costs, increased primarily due to the increment in
such expenses related to the operations of Westminster which was consolidated to
the group starting in July 1, 2000 and of Globeshare starting in May, 2000. The
internet-based operations of Globeshare necessitated the use of services for
obtaining quotes in foreign markets.

     Depreciation and amortization expenses for the year ended December 31, 2000
increased to $2.2 million from $668,604 as of December 31, 1999. Depreciation
and amortization expenses, which include depreciation of equipment and
amortization of software development costs, as well as amortization of goodwill
in the purchase of H & R Acquisition and Westminster, increased primarily due to
the increment in such expenses related to the technology infrastructure
developed for the Globeshare Group subsidiary and to the full year recognition
of the goodwill amortization pertinent to the purchase of Westminster.

     Client-related marketing expenses for the year ended December 31, 2000
increased to $1.2 million from $205,473 for the year ended December 31, 1999.
The increase in client-related marketing expenses are relative to the efforts of
management in developing strategic alliances with foreign partners and in
promoting brand name recognition for Laidlaw and Globeshare, the on-line
broker-dealer subsidiary of Globeshare Group, Inc.

     Professional fees for the year ended December 31, 2000 increased to $2.1
million from $1.0 for the year ended December 31. 1999. The increase in
professional fees resulted from the addition of Westminster, the accounting and
legal fees related to the SEC regulatory filings, the fees paid to public
relations firms related to the efforts to promote the Laidlaw and Globeshare
names here and overseas, and the fees paid to outside technical consultants and
an executive recruitment firm.

     Interest expense for the year ended December 31, 2000 decreased to $355,817
from $601,666 for the year ended December 31, 1999. The decrease in interest
expense resulted from the conversion of $9,876,000 of Company loans to equity in
the summer of 1999.

     Dues and assessments for the year ended December 31, 2000 increased to
$821,669 from $364,501 for the year ended December 31,1999. The increase in dues
and assessments resulted from the fees paid by the Company to the American Stock
Exchange when its stock became listed in May, 2000 and to the German over the
counter market where its stock was listed beginning March, 2000, the fees paid
by Westminster to the New York Stock Exchange for seat lease, and the
registration fees paid by Westminster and Globeshare to the NASD and the various
states in 2000.

     All other expenses for the year ended December 31, 2000 increased to $2.5
million from $2.4 million for the year ended December 31, 1999. These expenses
consist, among other things, of travel and entertainment costs, office supplies,
insurance, loss on the investment in Lead Capital, and other miscellaneous
expenses. The addition of the Westminster and Globeshare Group, Inc.
subsidiaries to the group necessarily increased these operational costs.


                                       21
<PAGE>

Liquidity and Capital Resources

     The creditworthiness of Laidlaw has improved substantially as a result of
the conversion of $8 million of its 8% Convertible Notes into equity. An offer
to exchange the 12% Senior Secured Euro-Notes into shares of common stock of
Laidlaw yielded a strong response from the note holders who have agreed to
exchange $1.9 million in principal indebtedness of the total $2.305 million for
Laidlaw common stock. The change in debt structure has begun to have a material
impact on Laidlaw's cash flow due to material interest expense savings and the
availability of funds for operations instead of debt repayments. However, there
has been a substantial reduction in the cash and cash equivalents balance as of
December 31, 2000 as compared to December 31, 1999 principally to due the loss
incurred, the repayment of the H & R Acquisition Corp. notes payable, and the
acquisition of computer hardware and software relative to the infrastructure
build up for the Globeshare Group subsidiary.

     Laidlaw currently anticipates that its cash resources and available credit
facilities will be sufficient to fund its expected working capital and capital
expenditure requirements for the foreseeable future. However, in order to more
aggressively expand its business, respond to competitive pressures, develop
additional products and services, or take advantage of strategic opportunities,
Laidlaw may need to raise additional funds. Funds will initially be raised
through the issuance of private equity securities in the Globeshare Group
subsidiary. Though Laidlaw's existing shareholders may experience additional
dilution in ownership percentages or book value, the search for funding through
private financing at the level of the subsidiaries along with direct application
to the specific projects of these funds should result in an overall reduced
dilution effect on Laidlaw. Laidlaw cannot give any assurance that additional
funds will not be needed to respond to industry changes, competitive pressures
and unforeseen events. If such funds are needed, there can be no assurance that
additional financing will be available.

The Balance Sheet

     The following table sets forth our total assets, adjusted assets, leverage
ratios and book value per share. The purpose of illustrating these ratios is to
indicate the sustained positive liquidity and financial position of Laidlaw for
the year ended December 31, 2000 despite the net loss incurred for the year.


                                        As of                  As of
                                   December 2000           December 1999
                                         (in $ except for ratios)

     Adjusted Assets (1)             22,770,577             30,817,915
     Leverage Ratio (2)                 2.31                   2.10
     Adjusted Leverage Ratio (3)        2.31                   2.10
     Book value per share (4)           0.36                   0.55

(1) Adjusted assets represent total assets.

(2) Leverage ratio equals total assets divided by equity capital.

(3) Adjusted leverage ratio equals adjusted assets divided by equity capital.

(4) Book value per share was based on common shares outstanding at December 31,
    2000 and 1999.

Recent Developments

     The Company has made the strategic decision to focus the thrust of its
business development towards global market products. In April 2001, the Company
entered into an agreement with the management of its subsidiary, Westminister,
and Westminster's management, to sell the stock and business of Westminister to
its management. The agreement provides for a purchase price of $1,000,000;
$700,000 payable at closing (including prepayment of $600,000 currently owed to
the Company pursuant to a promissory note); $150,000 payable each year for the
two years following the closing with interest at 10% per annum. In addition,
management of Westminister will return to the Company 4,500,000 shares of the
Company's common stock which they own. The closing of the agreement is
conditioned upon various terms and conditions including the approval of the New
York Stock Exchange.


                                       22
<PAGE>

Item 7. Financial Statements.

     In response to this Item, financial information contained on pages 41 to 70
of this Annual Report for the year ended December 31, 2000 is incorporated
herein by reference.

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure.

     There have been no changes in or disagreements with independent auditors on
accounting and financial disclosure.

PART II

Item 9. Directors, Executive Officers, Promoters and Control Persons.

Directors and Executive Officers

     As a condition of the Reorganization Agreement, the officers and directors
of Laidlaw Holdings became the officers and directors of Laidlaw. The
Reorganization Agreement also provided that John P. O'Shea, the President and
Director of Westminster, would serve as a director of Laidlaw. The following
table lists the executive officers and directors of Laidlaw:

Name                       Age       Position
----                       ---       --------
Larry D. Horner            66        Chairman of the Board and Director

Roger Bendelac             44        President, Chief Operating Officer,
                                        Secretary and Director

Jean-Marc Beaujolin        56        Director

Philip Connor III          39        Director

Carlos C. Campbell         63        Director

John P. O'Shea*            44        Director

Marc Riez                  37        Director

Arthur James Niebauer*     42        Director


* Resigned effective April 11, 2001.



                                       23
<PAGE>

     Larry D. Horner was re-appointed as the Chairman of the Board in September
2000, and served as a member of the Board of the Company since November 1999.
From June 1999 to November 1999, he served as Chief Executive Officer, Chairman
of the Board and a director of the Company. From June 1999 to November 1999, he
served as Chief Executive Officer, Chairman of the Board and a director of
Laidlaw Holdings. Mr. Horner has served as Chairman of the Board of Laidlaw
Pacific (Asia) Ltd. ("Laidlaw Pacific"), a subsidiary of the Company, since
October 1994. He has also served as and as a director of Globeshare Group, Inc.
since its inception in February of 1999. Mr. Horner has spent over 36 years with
KPMG International as well as KPMG Peat Marwick (U.S.A.) where he served as
Chairman of the Board and Chief Executive Officer from 1984 to 1990. Mr. Horner
also serves as Chairman of the Board of Directors and a board member to several
corporations including Pacific USA Holdings Corp., PUSA Investment Company, Asia
Pacific Wire & Cable Co., Ltd., and as a board member of American General Corp.,
Phillips Petroleum Company, Lotus Biochemical, Inc., Newmark Homes Corp.,
Atlantis Plastic Corporation, and UT Starcom, Inc.

     Roger Bendelac has served as President and Chief Operating Officer of the
Company since November 1999 and the Chief Executive Officer since September
2000. He has also served as Secretary and a director of the Company since June
1999. He served as the Chief Financial Officer since June 1999 until September
2000. From July 1997 to November 1999, Mr. Bendelac served as Chief Financial
Officer, Secretary and as a member of the Board of Directors of Laidlaw
Holdings. He has also served as an executive officer and a director of Laidlaw
Global Securities since March 1999 and as President, Chief Financial Officer,
Secretary, Treasurer and a director of Globeshare Group, Inc. since its
inception in February of 1999. From 1989 to 1997, Mr. Bendelac served as an
investment executive with Westminster Securities Corporation. Prior to that Mr.
Bendelac was a Senior Vice President at Shearson Lehman Hutton, Inc. and a
Senior Vice President at Oppenheimer & Co., Inc Mr. Bendelac is a Graduate of
the Institut d'Etudes Politique of the University of Paris, France and of the
Columbia Graduate School of Business in New York where he obtained an M.B.A.
with a major in Finance and International Business in 1980.




                                       24
<PAGE>

     Jean-Marc Beaujolin has served as a director of Laidlaw since June 1999 and
as a director of Laidlaw Holdings since October of 1994. Since 1974, Mr.
Beaujolin has served as the Chairman of the Board of Europ Continents Holding, a
holding company quoted on the Luxembourg stock exchange and principally engaged
in distribution, real estate and financial services in South East Asia. Europ
Continents Holding deals specifically in industrial goods and equipment such as
medical supplies and automotive parts.

     Philip Connor III has served as a Director of the Company since July 1,
2000. Mr. Connor has served as Head of Institutional Sales of Laidlaw Global
Securities since February 1998 and has served as Executive Vice President and a
director of Globeshare Group, Inc. since its inception. From 1994 to 1996, Mr.
Connor served as a Senior Vice President of Prudential Securities in their
Private Client Alliance Group, and from 1989 to 1994, he served as a Senior Vice
President in the Private Client Alliance Group at Oppenheimer & Co., Inc.

     Carlos C. Campbell currently operates a consulting business in Reston,
Virginia and serves on the Board of Directors for Resource America, Inc. and
Pico Holdings, Inc., both NASDAQ companies. He also serves on the Board of
Directors for Retirement Street.Com, the Armed Forces Dental Benevolent
Association and the Board of Advisors for Passport Health, Inc. He has
previously served on the Board of Directors for Dominion Bank, Graphic Scanning,
Inc., both NYSE companies, Cataract, Inc., Computer Dynamics, Inc., SENSYS, Inc.
and numerous other corporations. In 1981, Mr. Campbell was appointed by
President Ronald Reagan as the Assistant Secretary of Commerce for Economic
Development with the U.S. Department of Commerce. He represented President
Reagan as his Envoy to the State Funeral of King Sobhuza II of Swaziland. He
served as the White House Urban Policy Task Force and the President's Counsel on
Integrity and Efficiency, and as a Member of the U.S. Department of the Treasury
Task Force on Debt Management. He led numerous Trade Delegations and
participated in forums in Europe, Africa, the Caribbean and South America. He
also held positions as the alternate U.S. Executive Director, Inter-American
Development Bank, Special Assistant, U.S. Department of Housing and Urban
Development, and Deputy Assistant Administrator for Resources Development,
American Bicentennial Administration. He has visited over thirty-six nations.
During the nine years of active service as a Naval Aviator and Intelligence
Officer, he achieved the rank of Lieutenant Commander and acquired over 1,000
flight hours in Pacific area Patrol Squadrons. He also served with the Defense
Intelligence Agency Headquarters in Washington, D.C. Mr. Campbell has a Master
of City and Regional Planning from Catholic University, a diploma in Engineering
Science from the U.S. Naval Post Graduate School and B.S. from Michigan State
University. He also completed a seminar in Professional Public Management
conducted by the Harvard Graduate School of Business and the Kennedy School of
Government. He is the author of New Towns, Another Way to Live, a 1976
Book-of-the-Month Club selection, and over 100 articles published in newspapers
and magazines. Mr. Campbell is a licensed pilot and sailor.



                                       25
<PAGE>

     John P. O'Shea has served as a director of Laidlaw since July 1, 1999.
Since September 1998, he has served as President and Chief Operating Officer of
Westminster. He joined the Board of Directors of Westminster in January 1997,
after serving 10 years as Vice President. From 1982 to 1987, Mr. O'Shea served
as Syndicate Manager of Yammer & Co., an American Stock Exchange Member Firm. He
is an Allied Member of the New York Stock Exchange and is a Member of the New
York Board of Trade. He is also the owner of the Las Vegas Coyotes, a
professional roller hockey team. He received a BA and MA in Economics from the
University of Cincinnati.

     Marc Riez has been employed by a subsidiary of the Company, Laidlaw
International S.A.R.L. since October 2000 where he is helping to establish
brokerage activities in the European Union markets. From August 1990 tp October
2000, Mr. Riez served as a Managing Director and as Chief Executive Officer of
the International Finance Futures (AXA Group) where he focused on trading in
French and German equities, derivatives, and options futures markets. Mr. Riez
has a Master's degree in Finance from the school of the "Hautes Etudes
Commerciales."

     Arthur James Niebauer has served as a broker on the floor of the New York
Stock Exchange since September 1999 and a Chief Investment Officer for Water
Street Limited since May 1996. From May 1996 until September 1999, he served as
Managing Director for Walter J. Dowd, Inc. In July 1991, he founded Berkshire
Securities Corporation and served as Vice President, Secretary, Treasurer and
Compliance Officer until May 1996. From April 1992 until September 1998, Spear
Leeds & Kellogg employed him for dual registration for state regulations. Mr.
Niebauer ran independent floor operations through Adler Coleman from May 1991
until April 1992 and prior to that served as an Independent Registered
Representative for Spear Leeds & Kellogg from December 1990 until March 1991.


Key Employees

     Thomas Rusling has served as the President of Howe & Rusling since 1965. He
is a member of Howe & Rusling's Executive Committee, Investment Committee and
Strategy Group. Mr. Rusling has more than three decades of portfolio management
and corporate experience. He received a BA in Economics from Yale University and
later achieved the Chartered Financial Analyst designation.

     Jack Anderson has served as the Executive Vice President of Howe & Rusling
since 1977. He is a member of Howe & Rusling's Executive and Investment
Committees. Prior to joining Howe & Rusling, Mr. Anderson served as a financial
accountant for a Fortune 500 company and as an account executive for a respected
brokerage firm. He received a BS in Engineering from Brown University and an MBA
from Boston University. Mr. Anderson plans to retire during the current fiscal
year.

     Daniel Luskind has served as the Co-Chairman of the Board of Westminster
since September 1998. Prior to becoming Co-Chairman, he served as President of
Westminster since its inception in 1971. Mr. Luskind is a Certified Public
Accountant.

     Henry Krauss has served as the Co-Chairman and Secretary of Westminster
since September 1998. Prior to becoming Co-Chairman, he served as Secretary and
Treasurer of Westminster since its inception in 1971.

Committees on the Board

     The Board of Directors has established a Stock Option Committee, composed
of Larry D. Horner, the Chairman and an independent director of Laidlaw, and
Jean-Marc Beaujolin, an independent director of Laidlaw, who are responsible for
administering the Laidlaw 1999 Omnibus Plan. The members of the Stock Option
Committee are no longer eligible to participate in the Omnibus Plan and qualify
as disinterested persons for purposes of Rule 16b-3(c)(2)(i) of the Exchange
Act.

     The Board of Directors has established a Compensation Committee, composed
of Messrs. Larry D. Horner, Jean-Marc Beaujolin and Carlos Campbell. The
Compensation Committee is responsible for determining the compensation to the
Company's Officers and Directors.

     The Board of Directors has also established an Audit Committee, composed of
Messrs. Carlos Campbell, a director of the Company, and Jean-Marc Beaujolin. The
Audit Committee is responsible for reviewing the results and scope of the audit
and other services provided by the Company's independent auditors as well as
review accounting and control procedures and policies. The Audit Committee held
its first meeting on March 7, 2000 to adopt its written charter, a copy of which
is annexed hereto. The Audit Committee also discussed with the independent
auditors the matters required to be discussed by SAS 61, as may be modified or
supplemented, received written disclosures and letters from the independent
auditors required by Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees),
as may be modified or supplemented, and discussed the independent auditor's
independence. At the meeting, the members of the Audit Committee and the
independent auditors determined that the members of the Audit Committee are
independent as such term is defined under Section 121(A) of The American Stock
Exchange listing standards.



                                       26
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

     The following persons and entities have previously filed a Form 3 with the
Commission. However, each such person and entity did not file such form on a
timely basis as required by section 16(a) of the Exchange Act during the most
recent fiscal year:

     Jean-Marc Beaujolin - Director
     Philip Connor III - Director
     Carlos C. Campbell - Director

Item 10. Executive Compensation.

Summary Compensation

     The following table sets forth the cash compensation paid by the company to
executive officers who received compensation in excess of $100,000 during fiscal
years 2000, 1999, and 1998.


                                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                             Long-Term Compensation
                                      Annual Compensation                    Awards          Payouts
                                                                             Securities         LTIP            All Other
Name and Principal                                Salary         Bonus       Underlying         Payouts         Compensation
Position                              Year        ($)            ($)         Options (#)        ($)             ($)
--------                              ----        ---            ---         -----------        ---             ---
<S>                                   <C>         <C>            <C>              <C>           <C>          <C>
Roger Bendelac, President, Chief
Executive Officer, Chief Operating    2000        165,000        30,000          150,000         --           52,907
Officer, and Secretary
                                      1999        101,250        98,000           62,700         --          177,067

                                      1998             --            --          225,000         --          154,233

Anastasio Carayannis *                2000        138,750            --               --                     170,157

                                      1999        175,000       302,000           62,700         --          629,469

                                      1998        158,333            --               --         --          242,200

Daniel Bendelac **                    2000        165,000        19,526          100,000         --               --

                                      1999        150,000       134,103           62,700         --               --

                                      1998         50,577        10,000          375,000         --               --
</TABLE>



                                       27
<PAGE>

     Bonuses awarded in 1999 were accrued in December 1999 and paid in January
2000. All other compensation was earned from commissions generated by the
Laidlaw Global Securities business.

* Resigned as Chairman of the Board and Chief Executive Officer on September 15,
  2000.
**Deceased December, 2000.

Options Granted

     The following table sets forth information with respect to stock options
granted under the Laidlaw Omnibus Plan between May 15, 1997 and March 31, 2001
to executive officers of Laidlaw and its subsidiaries.

                    OPTIONS GRANTED FROM THE PERIOD BEGINNING
                      MAY 15, 1997 AND ENDING MARCH 31, 2001


<TABLE>
<CAPTION>
                                           Percentage of
                                           Total Options                                       Potential Realizable
                                           Granted to                                          Value at Assumed
                           Number of       Employees in the                                    Annual Rates of Stock
                           Securities      period beginning     Exercise                       Price Appreciation for
                           Underlying      May 15, 1997 and     Price Per                      Option Terms(3)
                           Options         ended March 31,     Share          Expiration
Name                       Granted(1)      2000(2)              ($)            Date              5%($)        10%($)
----                       ----------      -------              ---            ----              -----        ------
<S>                        <C>             <C>                  <C>             <C>            <C>         <C>
Roger Bendelac             225,000         5.05%                0.83            1/15/03        1,721,250   1,827,000

                            62,700         1.5%                 2.33            5/28/04          479,655     509,124

                           150,000         3.7%                 1.25            8/22/05

                            50,000         1.2%                 0.75            1/02/06
</TABLE>

----------
(1)  Such options are incentive options granted pursuant to and in accordance
     with the Laidlaw 1999 Omnibus Plan.

(2)  Based on an aggregate of 4,073,100 options granted to employees during the
     period beginning May 15, 1997 and ending March 31, 2001.

(3)  In accordance with the rules of the Commission, shown are the hypothetical
     gains or "option spreads" that would exist for the respective options.
     These gains are based on assumed rates of annual compounded stock price
     appreciation of 5% and 10% from the date the option was granted over the
     full option term, assuming a fair market value equal to the exercise price
     per share on the date of grant. The 5% and 10% assumed rates of
     appreciation are mandated by the Commission and do not represent our
     estimate projection of future increases in the price of our common stock.




                                       28
<PAGE>

Aggregate Option Exercises and Option Values

     The following table sets forth information as of March 31, 2000 with
respect to exercisable and unexercisable stock options held by the executive
officers of Laidlaw and its subsidiaries.


                 AGGREGATE OPTION EXERCISES AS OF MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                Number of Securities      Value of Unexercisable
                                                                Underlying Unexercised    In-the-Money Options at
                               Shares                           Options at March 31,      March 31, 2000
                               Acquired on     Value Realized   2000 Exercisable /        Exercisable /
 Name                          Exercise (#)    ($)(1)           Unexercisable             Unexercisable
-----                          ------------    ------           -------------             -------------

<S>                            <C>             <C>                <C>                         <C>
Anastasio Carayannis           1,210,500       508,410             62,700 / 0                  --

Roger Bendelac                 150,000          63,000            437,700 / 0                  --
</TABLE>


----------
(1)  Based on the fair market value of our common stock at March 31, 2000, of
     $0.42 per share, less the exercise price for such shares.

Executive Officer Employment Agreements

     We have entered into a one-year employment agreement with Roger Bendelac as
our President, Chief Operating Officer, and Secretary. The executives is
entitled to base salary of $165,000 per annum and to a 40% payout on all gross
commissions generated from his customer accounts. The executive is entitled to
annual bonuses as the compensation committee of our board of directors may
determine based upon the performance and achievement of specified goals of
Laidlaw. If, by March 30, 2001, no bonus plan has been implemented, and
Laidlaw's net income for the year ending December 31, 2000 shall equal that
earned by Laidlaw for the year ended December 31, 1999, then the executives will
be entitled to a bonus of no less than 50% of the bonus he received for the
prior year. The executive has agreed not to compete with us during the term of
employment. The employment agreement includes customary provisions entitling us
to terminate the executive's employment for cause or upon incapacitation or
extended disability of the executive. The employment agreements also include
customary provisions to protect our confidential information and ensure that we
will own, among other things, customer lists, products and business plans.



                                       29
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth certain information regarding beneficial
ownership of Laidlaw's common stock as of March 31, 2001 by (i) each person
known by Laidlaw to be the beneficial owner of more than 5% of the outstanding
Common Stock; (ii) each director of Laidlaw; (iii) each executive officer of
Laidlaw; and (iv) all executive officers and directors of Laidlaw as a group.

<TABLE>
<CAPTION>
                              Number of Shares       Percentage of Common Equity
Name of Beneficial Owner      Beneficially Owned(1)  Beneficially Owned(2)
------------------------      ---------------------  ---------------------
<S>                                <C>                    <C>
PUSA Investment Company(3)         8,391,983                26.8%

Europ Continents Holding(4)        1,476,516                 4.7%

Larry Horner(5)                       62,700                 0.2%

Roger Bendelac(6)                    728,415                2.33%

Philip Connor III (7)                612,700                1.96%

Jean-Marc Beaujolin(8)                     0                   0%

John P. O'Shea                     1,550,000                4.96%

Daniel Luskind                     1,550,000                4.96%

Henry Krauss                       1,550,000                4.96%

All Directors and Executive
Officers as a Group                2,953,315                9.44%
</TABLE>



                                       30
<PAGE>

----------
(1)  Beneficial ownership is determined in accordance with the rules of the
     Commission. In general, a person who has voting power and/or investment
     power with respect to securities is treated as a beneficial owner of those
     securities. For purposes of this table, shares subject to the Common Stock
     Purchase Warrants and options exercisable within 60 days of March 31, 2001
     are considered as beneficially owned by the person holding such securities.
     To our knowledge, except as set forth in the footnotes to this table, we
     believe that the persons named in this table have sole voting and
     investment power with respect to the shares shown. Except as otherwise
     indicated, the address of each of the directors and executive officers and
     5% stockholders in this table is as follows: Laidlaw Global Corporation,
     100 Park Avenue, New York, New York 10017.

(2)  Percentage beneficially owned is based upon 27,074,430 shares of common
     stock issued and outstanding as of March 31, 2001 including 4,200,163
     shares of common stock issuable upon exercise of outstanding warrants and
     employee stock options including: (a) 94,454 Common Stock Purchase
     Warrants; and (d) 1,804,350 employee stock options granted under the
     Laidlaw 1999 Omnibus Plan which are exercisable within 60 days of March 31,
     2001.

(3)  The address for PUSA Investment Company is 2740 North Dallas Parkway, Suite
     200, Plano, Texas 75093.

(4)  The address for Europ Continents Holding is 5 rue C.M. Spoo L-2546
     Luxembourg. Jean-Marc Beaujolin, a director of Laidlaw, is also the
     Chairman of the Board of Directors of Euro Continents Holding.

(5)  Includes 62,700 shares of common stock issuable upon the exercise of
     options exercisable within 60 days of March 31, 2001. Larry Horner is also
     the Chairman of the Board of Directors of Pacific USA Holdings Corp which
     is the parent company of PUSA Investment Company, the 26.8% owner of our
     common stock.

(6)  Includes 487,700 shares of common stock issuable upon the exercise of
     options exercisable within 60 days of March 31, 2001.

(7)  Includes 612,700 shares of common stock issuable upon the exercise of
     Options exercisable within 60 days of March 31, 2001.

(8)  The address for Jean-Marc Beaujolin is 5 rue C.M. Spoo L-2546 Luxembourg.



                                       31
<PAGE>

Item 12. Certain Relationships and Related Transactions.

     Since April 7, 1998, we have not been a party to any transaction or series
of similar transactions in which the amount involved exceeds $60,000 and in
which any director, executive officer, or holder of more than 5% its common
stock had or will have a direct or indirect material interest other than:

     o    normal compensation arrangements which are described under Item 10
          above; and

     o    the transactions described below.

     All future transactions, including loans, if any, between Laidlaw and its
officers, directors and principal shareholders and their affiliates and any
transactions between Laidlaw and any entity with which its officers, directors
or principal shareholders are affiliated will be subject to the approval of a
majority of Laidlaw's board of directors, including the majority of the
independent and disinterested outside directors of the board of directors and
must be on terms no less favorable to Laidlaw than could be obtained from
unaffiliated third parties.

Shares Exchanged for Laidlaw Holdings, Inc. 12% Senior Secured Euro-Notes

     Subsequent to the Reorganization, Laidlaw granted to holders of the Laidlaw
Holdings 12% Senior Secured Euro-Notes the right to exchange the Euro-Notes and
Common Stock Purchase Warrants issued with the Euro-Notes for shares of common
stock of Laidlaw at the rate of $2.05 per share for each Euro-Note exchanged,
and the right to obtain common stock of Laidlaw upon exercise of the Common
Stock Purchase Warrants issued with the Euro-Notes upon the same terms and
conditions of such warrants. To date, 15 holders of Euro-Notes aggregating
$1,876,000 in principal amount have exchanged their notes for shares of common
stock of Laidlaw.

Shares Exchanged for Laidlaw Holdings, Inc. 8% Convertible Subordinated Notes

     Subsequent to the Reorganization, Laidlaw assumed the obligations of
Laidlaw Holdings with respect to the conversion rights of holders of the Laidlaw
Holdings 8% Convertible Notes. As a result, holders of the Convertible Notes
could convert such notes into common stock of Laidlaw at the rate of $2.05 per
share, upon the same terms and conditions of conversion privileges set forth in
the Convertible Notes. To date, 69 holders of Convertible Notes aggregating $8
million in principal amount have converted their notes into shares of common
stock of Laidlaw.



                                       32
<PAGE>

Loan from PUSA Investment Company

     Laidlaw received loans from PUSA Investment Company, the 28% shareholder of
Laidlaw, for which it pays interest. The loans were used to help pay operating
expenses and fund capital requirements on one of its subsidiaries. The loans
were fully paid in 1999. Interest on such loans amounted to $26,263 for the year
ended December 31, 1999.


Finder's Fee to John O'Shea

     Pursuant to a Letter of Intent dated April 30, 1999 between Laidlaw
Holdings and Westminster to enter into the Reorganization, Laidlaw Holdings paid
a finder's fee of $50,000 to John O'Shea, one of our directors.

Formation of Globeshare Group, Inc. (formerly Global Electronic Exchange) and
Globeshare

     In January 1999, Laidlaw, in a joint venture with several individuals
associated with Laidlaw, formed Globeshare Group, Inc. and its broker-dealer
subsidiary, Globeshare. Laidlaw received 8,190,000 shares of Global Electronic
Exchange common stock in exchange for expenses paid and services rendered by
Laidlaw on its behalf in the amount of $558,770. This resulted in a 59%
ownership in Globeshare Group, Inc. by Laidlaw as of December 31, 2000 and 1999.
In association with the private placement of Globeshare Group, Inc. common stock
under Regulation D of the Securities Act, Laidlaw Global Securities received
$440,190 for services rendered as placement agent.

Sale of Subsidiary of PUSA Investment Company

     On December 15, 1999, PUSA Investment Company, the 30.8% shareholder of
Laidlaw, sold its wholly owned subsidiary Newmark Homes, Corp. Laidlaw Global
Securities served as investment banker in connection with the transaction and
earned commission income of $2,150,000.

Acquisition of Laidlaw Pacific from PUSA Investment Company

     On March 29, 2000, Laidlaw completed an amended and restated agreement with
Pacific USA Holdings Corp. ("Pacific"), Pacific's wholly owned subsidiaries PUSA
Investment Company, the 30.8% shareholder of the Company ("PUSA"), and Laidlaw
Pacific Financial Services Ltd. to acquire Laidlaw Pacific. The amount paid was
200,000 shares of common stock of Laidlaw and $HK 4 million. Laidlaw Pacific
agreed to pay a dividend to Laidlaw Pacific Financial Services Ltd. equal to $HK
3 million. Further it consented to grant an option to Laidlaw to receive a
dividend equal to $HK 4 million, should it elect to withdraw such funds from
Laidlaw Pacific. PUSA Investment Company represented to Laidlaw that, at the
time of closing, Laidlaw Pacific would have cash in the amount of $HK 11
million, all licenses to engage in the investment banking business in Hong Kong,
and no liabilities. Laidlaw Pacific is a registered Dealer and Investment
advisor with the Hong Kong Securities and Futures Commission. Its principal
activities are corporate financial advisory services.



                                       33
<PAGE>

Item 13. 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)

     21.1           List of Subsidiaries of Laidlaw Global Corporation



                                       34
<PAGE>

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

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

(3)  Such document if 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.


(b)  Reports on Form 8-K

     On March 29, 2000, Laidlaw filed a Current Report on Form 8-K announcing
its acquisition of Laidlaw Pacific (Asia) Ltd., a wholly owned subsidiary of
PUSA Investment Company.

     On September 15, 2000, Laidlaw filed a Current Report on Form 8-K
announcing the appointments of Roger Bendelac as Chief Executive Officer; Larry
Horner as Chairman of the Board of Directors and Milmarina Camacho as Executive
Vice President and Chief Financial Officer. In addition, Mr. Anastasio
Carayannis resigned as Chief Executive Officer of Laidlaw.

     On December 11, 2000, Laidlaw filed a Current Report on Form 8-K announcing
the death of Daniel Bendelac.


                                       35
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    LAIDLAW GLOBAL CORPORATION

                                    By:      /s/ Roger Bendelac
                                             ----------------------------------
                                             Roger Bendelac,
                                             President, Chief Operating Officer,
                                             Chief Financial Officer, Secretary
                                             and Director


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated:

Signature                           Title                         Date
---------                           -----                         ----

/s/ Larry D. Horner
------------------------   Chairman of the Board
Larry D. Horner                                                   April 16, 2001

/s/ Roger Bendelac
------------------------   President, Chief Operating Officer,    April 16, 2001
Roger Bendelac               Secretary and Director

/s/ Philip Connor III
------------------------   Director                               April 16, 2001
Philip Connor III

/s/ Carlos C. Campbell
------------------------   Director                               April 16, 2001
Carlos C. Campbell

/s/ Jean-Marc Beaujolin
------------------------   Director                               April 16, 2001
Jean-Marc Beaujolin

/s/ Marc Riez
------------------------   Director                               April 16, 2001
Marc Riez



                                       36
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Stockholders of
    Laidlaw Global Corporation and Subsidiaries


We have audited the accompanying consolidated balance sheet of Laidlaw Global
Corporation and Subsidiaries (the "Company") as of December 31, 2000, and the
related consolidated statements of operations, changes in stockholders' equity
(deficit) and cash flows for each of the two years in the period ended December
31, 2000. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 2000, and the consolidated results of their operations and their
consolidated cash flows for each of the two years in the period ended December
31, 2000, in conformity with accounting principles generally accepted in the
United States of America.




/s/ Grant Thornton LLP
----------------------
New York, New York
April 18, 2001, except
for Notes B and S, the
date of which is
April 19, 2001



                                       37
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2000



                                     ASSETS


Cash and cash equivalents                                          $  1,899,274
Receivable from clearing broker                                       2,621,365
Securities owned, at market value                                     1,897,838
Equipment and leasehold improvements at cost, net of
    accumulated depreciation and amortization of $2,625,387           5,120,130
Goodwill, net of accumulated amortization of $970,193                 6,973,219
Investment banking fees receivable                                      713,919
Deposits                                                                584,452
Secured demand notes                                                    600,000
Prepaid and other                                                     2,360,380
                                                                   ------------

                                                                   $ 22,770,577
                                                                   ============


                         LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                                      $    429,000
Accounts payable and accrued expenses                                 3,489,866
Commissions and compensation payable                                    194,948
Securities sold but not yet purchased, at market value                  182,983
Litigation claims payable                                               112,978
Capitalized lease obligations                                           778,731
Deferred revenue                                                        624,879
Deferred compensation                                                 1,449,463
Deferred rent                                                           557,475
                                                                   ------------
                                                                      7,820,323
Commitments and contingencies
Subordinated borrowings                                                 600,000
Minority interest                                                     4,477,143
Stockholders' equity
    Common stock, voting, $.00001 par value; 50,000,000
       shares authorized; 27,461,929 shares issued                          275
    Additional paid-in capital                                       34,892,352
    Treasury stock, at cost (352,600 shares)                           (257,713)
    Accumulated deficit                                             (24,761,803)
                                                                   ------------

                                                                      9,873,111
                                                                   ------------

                                                                   $ 22,770,577
                                                                   ============


The accompanying notes are an integral part of this statement.



                                       38
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,


                                                        2000            1999
                                                   ------------    ------------
Revenues
    Commissions                                    $ 11,415,405    $ 14,639,815
    Trading gains, net                                4,060,809       6,674,763
    Investment banking fees                              90,697       1,233,089
    Corporate finance fees                            1,845,693       1,256,160
    Asset management fees                             5,517,140       5,816,344
    Interest                                            805,601         713,665
    Other                                               331,845         353,269
                                                   ------------    ------------
                                                     24,067,190      30,687,105
                                                   ------------    ------------
Expenses
    Commissions                                       6,749,087       9,421,384
    Salary and benefits                               8,821,335       7,956,795
    Professional fees                                 2,100,034       1,001,206
    Communications and information systems            2,448,442       1,473,379
    Clearing fees                                     1,689,955       1,374,133
    Rent and utilities                                1,479,025       1,204,320
    Client-related marketing                          1,205,994         205,473
    Depreciation and amortization                     2,155,804         668,404
    Interest                                            355,817         601,666
    Office                                              958,121         633,248
    Dues and assessments                                821,669         364,501
    Travel and entertainment                            791,482         752,522
    Other                                               723,125         980,728
                                                   ------------    ------------
                                                     30,299,890      26,637,759
                                                   ------------    ------------
         (Loss) income before minority interest      (6,232,702)      4,049,346
Minority interest                                     1,465,122         (95,877)
                                                   ------------    ------------
         (Loss) income before income tax benefit     (4,767,580)      3,953,469
                   (expense)                           (944,976)        800,000
                                                   ------------    ------------
         NET (LOSS) INCOME                         $ (5,712,556)   $  4,753,469
                                                   ============    ============

Net (loss) income per share
    Basic                                          ($      0.21)   $       0.25
                                                   ============    ============
    Diluted                                        ($      0.21)   $       0.22
                                                   ============    ============

Weighted average number of shares outstanding
    Basic                                            26,966,363      19,338,877
                                                   ============    ============
    Diluted                                          26,966,363      21,319,841
                                                   ============    ============


The accompanying notes are an integral part of these statements.



                                       39
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

                      CONSOLIDATED STATEMENT OF CHANGES IN
                         STOCKHOLDERS' EQUITY (DEFICIT)

                     Years ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                              Additional
                                      Shares      Preferred      Common        paid-in     Accumulated    Treasury
                                      issued        stock        stock         capital       deficit       Stock        Total
                                    ------------  -----------   ---------   ------------   ------------   --------   ------------
<S>                                  <C>           <C>              <C>     <C>            <C>            <C>         <C>
Balance at December 31, 1998,
  as previously reported             11,744,887      250,000         117      20,092,729    (22,611,917)               (2,269,071)

Prior period adjustment                                                                      (1,190,799)               (1,190,799)
                                    -----------   -----------   --------    ------------   ------------  ---------    -----------
Balance at December 31, 1998,
  as restated (Note C)               11,744,887      250,000         117      20,092,729    (23,802,716)        --     (3,459,870)


Conversion of preferred stock
  into common stock                       3,750     (250,000)         --         250,000                                       --
Issuance of common stock to
  Fi-Tek's stockholders               1,499,949                       15           1,485                                    1,500
Issuance of common stock upon
  conversion of 8%
  subordinated
  notes                               5,853,630                       59       7,578,559                                7,578,618
Issuance of common stock upon
  conversion of 12% senior
  secured
  Euro-notes                          1,372,674                       14       1,767,267                                1,767,281
Issuance of common stock for
  the acquisition of
  Westminster Securities
  Corporation                         4,500,000                       45       3,749,955                                3,750,000
Issuance of common stock upon
  exercise of stock options           1,571,039                       15         247,216                                  247,231
Issuance of common stock for
  the acquisition of Lead
  Capital, S.A                           72,000                        1          59,999                                   60,000
Net income, as restated                                                                       4,753,469                 4,753,469
                                    -----------   -----------   --------    ------------   ------------  ---------    -----------
Balance at December 31, 1999,
  as restated                        26,617,929           --         266      33,747,210    (19,049,247)        --     14,698,229

Issuance of common stock for the
  acquisition of Laidlaw Pacific (Asia) 200,000                        2         556,398                                  556,400
Issuance of common stock upon
  exercise of stock options             144,000                        2         119,999                                  120,001
Issuance of common stock pursuant
  to consulting services
  agreement                             500,000                        5         468,745                                  468,750
Purchase of treasury stock             (352,600)                                                          (257,713)      (257,713)
Net loss                                                                                     (5,712,556)               (5,712,556)
                                    -----------   -----------   --------    ------------   ------------  ---------    -----------

Balance at December 31, 2000         27,109,329    $      --        $275    $ 34,892,352   $(24,761,803) $(257,713)   $ 9,873,111
                                    ============  ===========   =========   ============   ============  =========    ===========
</TABLE>


The accompanying notes are an integral part of this statement.



                                       40
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,




<TABLE>
<CAPTION>
                                                                    2000           1999
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Cash flows from operating activities
   Net income (loss)                                             $(5,712,556)   $ 4,753,469
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities
       Depreciation and amortization                               2,155,804        668,404
       Deferred income taxes                                         800,000        800,000
       Minority interest in net loss                              (1,465,123)        95,877
       (Increase) decrease in operating assets
         Receivable from clearing broker                             866,900     (3,329,030)
         Securities owned, at market value                           393,576     (1,094,412)
         Investment banking fees receivable                           67,193       (359,289)
         Deposits                                                    141,395       (353,854)
         Prepaid and other assets                                   (875,274)    (1,384,456)
         Asset management fees and other receivable                       --        401,216
       Increase (decrease) in operating liabilities
         Accounts payable and accrued expenses                       116,233      1,052,691
         Commissions and compensation payable                     (1,113,506)       613,529
         Securities sold but not yet purchased at market value      (177,142)       351,575
         Litigation claims payable                                   (45,633)      (313,812)
         Deferred revenue                                            (15,525)        55,940
         Deferred compensation                                       (19,148)       277,812
         Deferred rent                                               (17,447)       (19,971)
                                                                 -----------    -----------

         Net cash (used in) provided by operating activities      (4,900,253)       615,689
                                                                 -----------    -----------

Cash flows from investing activities
   Purchase of equipment and leasehold improvements               (3,397,594)    (1,944,180)
   Payments to minority shareholders                                      --        (95,877)
                                                                 -----------    -----------

         Net cash used in investing activities                    (3,397,594)    (2,040,057)
                                                                 -----------    -----------
</TABLE>



                                       41
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                             Year ended December 31,

<TABLE>
<CAPTION>
                                                                                       2000            1999
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
Cash flows from financing activities
   Repayment of notes payable                                                      $   (500,000)   $ (1,775,000)
   Payments for leased equipment                                                       (321,559)             --
   Proceeds from (repayment of) 12% senior secured Euro-notes                                --          85,000
   Proceeds from issuance of convertible subordinated notes                                  --       5,540,000
   Payments for treasury stock                                                         (257,713)             --
   Proceeds from issuance of common stock                                             1,145,151         247,231
   Proceeds from private placements for GEE                                                  --       5,518,950
                                                                                   ------------    ------------

         Net cash provided by financing activities                                       65,879       9,616,181
                                                                                   ------------    ------------

         Net (decrease) increase in cash and cash equivalents                        (8,231,968)      8,191,813

Cash and cash equivalents, beginning of year                                         10,131,242       1,939,429
                                                                                   ------------    ------------

Cash and cash equivalents, end of year                                             $  1,899,274    $ 10,131,242
                                                                                   ============    ============

Supplemental disclosures of cash flow information:
   Cash paid during the year for
     Interest                                                                      $    319,817    $    225,913

Supplemental schedule of noncash investing and financing activities

During the years ended December 31, 2000 and 1999 the following transactions
   occurred:
     Issuance of secured demand notes of Westminster                               $         --    $    600,000
     Equipment acquired under capital leases                                            336,630         763,660
     Issuance of common stock upon conversion of PUSA notes                                  --              --
     Issuance of common stock upon conversion of 8% subordinated notes                       --       7,578,618
     Issuance of common stock upon conversion of 12% senior secured
       of Euro-notes                                                                         --       1,767,281
     Conversion of cumulative preferred stock into common stock                              --         250,000
     Issuance of common stock to Fi-tek's stockholders                                       --           1,500
   Issuance of common stock upon purchase of Laidlaw Pacific (Asia") Ltd                348,313              --
   Issuance of common stock pursuant to consulting agreement                            468,745              --
</TABLE>



                                       42
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                             Year ended December 31,


<TABLE>
<CAPTION>
                                                                                       2000             1999
                                                                                   -----------      -----------
<S>                                                                                <C>              <C>
The Company acquired substantially all of the common stock of various entities
   for common stock of the Company. The net assets purchased consisted of the
   following:
      Receivable from clearing broker                                              $      --        $    74,645
      Receivable from Laidlaw Pacific Financial Services ("Holdings") Ltd.             326,444             --
      Securities owned, at market value                                                   --            311,758
      Accounts and notes receivable                                                       --            217,614
      Property , plant and equipment, net                                                 --            103,682
      Other assets                                                                      21,869           18,324
      Commissions payable                                                                 --            (50,972)
      Securities sold, but not yet purchased, at market value                             --             (8,550)
      Litigation claims payable                                                           --             (2,423)
      Accounts payable, accrued expenses and other                                        --           (609,432)
                                                                                   -----------      -----------

         Net assets purchased                                                          348,313           54,646

         Goodwill                                                                         --          3,705,444

         Less Common stock issued                                                     (556,389)      (3,810,000)
                                                                                   -----------      -----------

         Net cash received from acquisitions                                       $  (208,076)     $   (49,910)
                                                                                   ===========      ===========
</TABLE>


The accompanying notes are an integral part of these statements.



                                       43
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years ended December 31, 2000 and 1999


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT
                   ACCOUNTING POLICIES

     1.   Organization

          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"), H&R Acquisition Corporation ("HRAC"), an 81%-owned
          subsidiary which maintains a 100% interest in Howe & Rusling, Inc., a
          registered investment advisory firm, Globeshare Group, Inc., ("GGI"),
          a 59%-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, and Laidlaw Pacific
          (Asia) Ltd. (LPA), a registered Dealer and Investment Advisor with the
          Hong Kong Securities and Futures Commission. The business activities
          include securities brokerage, investment banking, asset management and
          investment advisory services to individual investors, corporations,
          pension plans and institutions worldwide.

          On June 8, 1999, Fi-Tek V, Inc. ("Fi-Tek"), a nonoperating public
          company with 1,500,000 common shares outstanding and immaterial net
          assets, acquired more than 99% of the outstanding common stock of
          Laidlaw Holdings in exchange for 13,109,137 shares of Fi-Tek (the
          "Acquisition"). Simultaneously with the closing of the Acquisition,
          Fi-Tek changed its name to Laidlaw Global Corporation. In accordance
          with the acquisition, immediately prior to the acquisition Fi-Tek
          caused a 1-for-32.4778 reverse stock split reducing the issued and
          outstanding stock to 1,500,000 shares. Under accounting principles
          generally accepted in the united States of America, the acquisition is
          considered to be a capital transaction in substance, rather than a
          business combination. That is, the Acquisition is equivalent to the
          issuance of stock by Laidlaw Holdings for the net monetary assets of
          Fi- Tek, accompanied by a recapitalization, and is accounted for as a
          change in capital structure. Accordingly, the accounting for the
          Acquisition is identical to that resulting from a reverse acquisition,
          except that no goodwill is recorded. Under reverse takeover
          accounting, the post-reverse acquisition comparative historical
          financial statements of the "legal acquirer," Fi-Tek, are those of the
          "legal acquiree," Laidlaw Holdings (i.e., the accounting acquirer).
          The Company and Laidlaw Holdings are collectively considered the
          Company.

          The Company was a majority-owned subsidiary of Pacific USA Holdings
          Corporation ("PUSA"), a wholly-owned subsidiary of Pacific Electric
          Wire & Cable Co., Ltd., a Taiwanese industrial company. In addition to
          PUSA, Europe Continents Holdings ("EC") was the other major
          stockholder of the Company. Together, PUSA and EC owned 36.2% and
          39.7%of the Company as of December 31, 2000 and 1999, respectively.



                                       44
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE A (continued)

          On July 1, 1999, the Company acquired 99.7% of the issued and
          outstanding common stock of Westminster for 4,500,000 shares of the
          Company's common stock valued at $.83 per share. The transaction has
          been accounted for as a purchase and resulted in the recognition of
          $3,722,984 of goodwill. Goodwill is being amortized over 15 years
          using the straight-line method.

     2.   Principles of Consolidation

          The consolidated financial statements include the Company and its
          wholly-owned and majority-owned subsidiaries. They have been prepared
          in accordance with accounting principles generally accepted in the
          United States of America. All significant intercompany transactions
          and balances among the consolidated entities have been eliminated.

     3.   Use of Estimates

          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 in determining the
          reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the financial
          statements and the reported amounts of revenues and expenses during
          the reported period. Actual results could differ from these estimates.

     4.   Reclassification

          Certain reclassifications have been made to prior period amounts to
          conform to the current period presentation.

     5.   Cash and Cash Equivalents

          Cash and cash equivalents include cash in bank accounts and deposits
          in money market accounts with maturities of three months or less when
          purchased.



                                       45
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE A (continued)

     6.   Foreign Currency Translation

          The Company has continued its initiative to expand its operational and
          financial structure throughout Europe and Asia as the Company has
          entered into a number of commission-sharing arrangements with
          foreign-based broker-dealers. Any commission revenue generated as a
          result of these arrangements will be denominated in U.S. dollars.
          Accordingly, the Company has determined that its functional currency
          for its foreign branch operations is the U.S. dollar. The financial
          position and results of operations of the Company's foreign
          subsidiary, Laidlaw Pacific (Asia) Ltd. (LPA), are measured using
          local currency as the functional currency. Revenues and expenses of
          the subsidiary have been translated into U.S. dollars at average
          exchange rates prevailing during the period. Assets and liabilities
          have been translated at the rates of exchange at the balance sheet
          date. Any resulting translation adjustments are made directly to a
          separate component of "Stockholders' equity." Gains and losses
          resulting from other foreign currency transactions are included in the
          consolidated statement of operations.

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

     8.   Securities Sold, But Not Yet Purchased

          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.




                                       46
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999



NOTE A (continued)

     9.   Commissions

          Commissions and related clearing expenses are recorded on a trade-date
          basis as securities transactions occur.

     10.  Equipment and Leasehold Improvements

          Equipment and leasehold improvements, which include computer equipment
          and software, are stated at cost, less accumulated depreciation and
          amortization. Depreciation and amortization on equipment and capital
          leases are recognized on a straight-line basis over the estimated
          useful lives of the assets ranging from three to seven years.
          Leasehold improvements are amortized on a straight-line basis over the
          lesser of their estimated useful lives or the terms of the related
          leases.

          Equipment and leasehold improvements held and used by the Company are
          reviewed for impairment whenever events or changes in circumstances
          indicate that the carrying amount of assets may not be recoverable.

     11.  Goodwill

          Goodwill, which represents the excess of purchase price over fair
          value of net assets acquired, is amortized on a straight-line basis
          over a period of fifteen to thirty years, the expected periods to be
          benefited. The Company assesses the recoverability of these intangible
          assets by determining whether the amortization of the goodwill balance
          over its remaining life can be recovered through undiscounted future
          operating cash flows of the acquired operation. The amount of goodwill
          impairment, if any, is measured based on projected discounted future
          operating cash flows expected to be realized from the intangible asset
          to its recorded value. The assessment of the recoverability of
          goodwill will be impacted if estimated future operating cash flows are
          not achieved.

     12.  Deferred Rent Liability

          The Company's lease for office space provides for no rental payments
          during the first fourteen months of the lease and scheduled lease
          payments that increase during the term of the lease. Although rental
          payments are not made on a straight-line basis, the Company has
          recorded a deferred lease liability to recognize rental expense on a
          straight-line basis over the life of the lease as required by
          accounting principles generally accepted in the United States of
          America.



                                       47
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE A (continued)

     13.  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.

     14.  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 earned.

     15.  Asset Management Fees

          The Company computes income and commission expense on a quarterly
          basis and amortizes them for financial statement purposes on a monthly
          basis.

     16.  Income Taxes

          The Company files a consolidated Federal income tax return and a
          combined return for state and city purposes with its subsidiaries. The
          consolidated or combined taxes payable are generally allocated between
          the Company and its subsidiaries based on their respective
          contributions to consolidated or combined taxable income. However,
          HRAC's tax sharing agreement follows the separate company method.

          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.



                                       48
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999



NOTE A (continued)

     17.  Stock Split

          On September 9, 1999, the majority of the stockholders and the board
          of directors of the Company approved a stock split of the existing
          common stock of the Company on the basis of three (3) shares of
          post-split common stock, par value $0.00001 per share, being issued in
          exchange for two (2) outstanding shares of pre-split common stock. The
          stock split was effected through a stock dividend distributed in
          October, 1999 to stockholders of record on September 23, 1999. All
          references in the financial statements with regard to the number of
          shares and earnings per share for all periods reflect the retroactive
          effect of the aforementioned stock split as well as the 1-for-32.4778
          reverse stock split in connection with the recapitalization on June 8,
          1999, and the change in par value of voting common stock from $0.05 to
          $0.00001.


NOTE B - LIQUIDITY AND CAPITAL RESOURCES

     For the year ended December 31, 2000, the Company incurred losses from
     operations amounting to approximately $5.7 million, which, in part,
     resulted from the development and building of the Company's Global Online
     Trading and Investment Services Group (GGI), as well as a significant
     reduction in commission revenue as a result of a major drop in
     institutional commission business. As a result of these matters the Company
     has been experiencing cash flow problems, which may require the Company to
     seek an additional infusion of capital.

     Management believes that through cost control, the cash flow from
     continuing operations during 2001 and the financial support to be provided
     by the existing stockholders, as needed, and the sale of the Westminster
     business, cash flow will be sufficient to meet operating expenses that will
     be incurred during the year.


NOTE C - PRIOR PERIOD ADJUSTMENT AND RESTATEMENTS

     In 1992, Howe & Rusling issued options with a life of 10 years to its
     employees. The options included a put and call feature. The Company failed
     to recognize this option as variable requiring the option value to be
     remeasured each reporting period until the option is exercised.
     Accordingly, the deferred compensation and the related compensation expense
     was not recorded for the period from 1992 through 1999. The effect of this
     error was to understate the net loss and accumulated deficit for the year
     ended December 31, 1998 by $1,190,790. In addition, certain accounts for
     1999 have been restated to reflect the correction of this error and are
     summarized as follows (in thousands).

                                     1999                          1998
                          --------------------------  --------------------------
                          As Previously               As Previously
                             Reported    As Adjusted     Reported    As Adjusted
                          -------------  -----------  -------------  -----------

Balance sheet:
  Deferred compensation         --          1,468           --           1,191
  Accumulated deficit                                    (22,612)      (23,803)

Income statement:
  Net income                   5,031        4,753           --            --
                               -----        -----        -------       -------

     Additionally, in 1999, the Company failed to use the treasury stock method
     for calculating the denominator in computing diluted earnings per share.
     The effect of this error was to overstate basic and understate diluted
     earnings per share for the year ended December 31, 1999 by approximately
     $.01. Both basic and diluted earnings per share for 1999 have been restated
     to reflect the correction of these errors. See Note R.


NOTE D - ACQUISITION OF BUSINESSES

     As discussed in Note A, subsequent to the Fi-Tek acquisition on June 8
     1999, on July 1, 1999, the Company acquired 99.7% of the issued and
     outstanding common stock of Westminster for 4,500,000 shares of the
     Company's common stock valued at $.83 per share. The purchase price was
     allocated to the net assets acquired based on their estimated fair values.
     On July 1, 1999, Westminster's assets and liabilities were approximately
     $1,069,000 and $1,041,000, respectively. The excess of the purchase price
     over the fair value of the net assets acquired (goodwill) was $3,722,984,
     which is being amortized on a straight-line basis over 15 years.

     On December 15, 1999, the Company acquired Lead Capital, S.A. ("Lead"), a
     broker-dealer located in Greece, which commenced operations during 1999.
     The transaction was completed by the payment of cash in the amount of
     $118,260 and 72,000 shares of the Company's stock as of December 31, 1999.
     The purchase price was allocated to the net assets acquired based on their
     estimated fair values. On December 31, 1999, Lead's assets and liabilities
     were approximately $425,000 and $237,000, respectively. The purchase price
     approximated the fair value of net assets; therefore, no goodwill was
     recorded. In August, 2000, however, Laidlaw decided to cease the operations
     of Lead since it experienced a virtual elimination of revenue resulting
     from the erosion of the Greek Capital Market.

     On March 29, 2000, the Company acquired Laidlaw Pacific ("Asia") Ltd.
     (LPA), an investment advisory company incorporated under the laws of Hong
     Kong. The amount paid was 200,000 shares of common stock of the Company and
     HK$4M. The purchase price was allocated to the net assets acquired based on
     their estimated fair values. On March 31, 2000, LPA's assets were
     approximately HK$6,874,000 (US$882,844), which included cash received of
     US$534,531. The purchase price approximated the fair value of net assets;
     therefore, no goodwill was recorded.


                                       49
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE D (continued)

     The acquisitions of Westminster, Lead and LPA described above were
     accounted for by the purchase method. Accordingly, the accompanying
     consolidated statements of operations do not include any revenues or
     expenses related to these acquisitions prior to the respective closing
     dates.



                                       50
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE E - SECURITIES OWNED AND SECURITIES SOLD, BUT NOT YET PURCHASED

     Securities owned and securities sold, but not yet purchased consist of
     trading and investment securities at market values, as follows:

                                                         December 31, 2000
                                                   -----------------------------
                                                                       Sold, but
                                                                         not yet
                                                   Owned               purchased
                                                   ----------         ----------

Equity securities                                  $  876,059         $  182,983
Money market instruments                            1,021,779               --
                                                   ----------         ----------

                                                   $1,897,838         $  182,983
                                                   ==========         ==========


NOTE F - EQUIPMENT AND LEASEHOLD IMPROVEMENTS

     Equipment and leasehold improvements consist of:

                                                               December 31,
                                                                   2000
                                                               -----------
      Furniture and office equipment                           $   645,135
      Computer equipment and software                            6,814,102
      Leasehold improvements                                       286,280
                                                               -----------

                                                                 7,745,517
      Accumulated depreciation and amortization                 (2,625,387)
                                                               -----------

      Equipment and leasehold improvements, net                $ 5,120,130
                                                               ===========


NOTE G - NOTES PAYABLE AND SUBORDINATED BORROWINGS


     Notes payable and borrowings under subordination agreements at December 31,
2000 consist of the following:

                                                                December 31,
                                                                   2000
                                                               -----------
      Senior secured Euro-notes, 12% due 2002                      429,000
                                                               -----------

                                                               $   429,000
                                                               ===========

      6% secured demand note collateral agreements,
          principal due July 1, 2002 and interest payable
          quarterly                                            $   600,000
                                                               -----------

                                                               $   600,000
                                                               ===========



                                       51
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE G (continued)

     The 12% senior secured Euro-notes ("Notes") were issued in 1997 in units of
     $100,000 with a five-year warrant to purchase 6,881 shares of the Company's
     nonvoting common stock, $0.05 par value per share, at the exercise price or
     $4.36 per share. The notes are convertible into the Company's voting common
     stock at an exchange rate of $1.37 per share. The Notes are redeemable at
     the option of the Company, in whole or in part, together with accrued and
     unpaid interest except that no redemption may be made prior to December 31,
     1999. The Notes contain certain covenants that limit the ability of the
     Company to pay dividends or make distributions, repurchase equity interests
     or sell or otherwise dispose of assets of the Company's subsidiaries.

     The Notes are collateralized by the outstanding shares of the Company's
     subsidiary, HRAC, which owns 100% of the outstanding common stock of Howe &
     Rusling, with 20% subject to Howe & Rusling, Inc. employee options. In
     addition to the Notes, a portion of its shares of capital stock of HRAC are
     pledged to PUSA. Each of the Noteholders and PUSA have a proportionate
     security interest in HRAC stock.

     On July 1, 1999, Westminster obtained 6%, 3-year subordinated loans in the
     amount of $600,000 from several of its principal officers and directors.
     The purpose of these loans was to provide Westminster with regulatory
     capital under SEC Rule 15c3-1 (Uniform Net Capital Rule). To the extent
     that such borrowings are required for Westminster's continued compliance
     with minimum net capital requirements, they may not be repaid.

     Borrowings subordinated to the claims of general creditors at December 31,
     1999, obtained by the Company through its acquisition of Westminster are
     available in computing net capital under the Securities and Exchange
     Commission's ("SEC's") uniform capital rule. To the extent that such
     borrowings are required for Westminster's continued compliance with minimum
     net capital requirements, they may not be repaid.

     The notes payable and subordinated borrowings all mature in 2002.



                                       52
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE H - RELATED PARTY TRANSACTIONS

     The Company received loans from PUSA, for which the Company paid interest.
     The loans were used to help pay operating expenses and fund capital
     requirements of one of its subsidiaries. In 1999 the loans were fully paid.
     Interest on loans from PUSA amounted to $26,263 for the year ended December
     31, 1999.

     In January 1999, the Company, in a joint venture with several individuals
     associated with the Company, formed Global Electronic Exchange, Inc.
     ("GEE") and its broker-dealer subsidiary, Globeshare. GEE is an
     internet-based international investment services company, including
     operations in securities trading, investment banking, asset management and
     real estate. The Company received 8,190,000 shares of GEE common stock in
     exchange for expenses paid and services rendered by the Company on its
     behalf in the amount of $558,770. This resulted in a 59% ownership in GEE
     by the Company as of December 31, 2000 and 1999. On October 31, 2000, GEE
     changed it corporate name to "Globeshare Group, Inc." ("GGI").

     In association with the private placement of GEE common stock, Laidlaw
     Global Securities received $440,190 in corporate finance fees.

     The Company provided to its Westminster Subsidiary a $600,000 subordinated
     loan in order to provide Westminster with regulatory capital under SEC Rule
     15c3-1 (Net Capital Rule). This loan may not be repaid and is not
     convertible into common shares of the Company.

     On December 15, 1999, an affiliate of PUSA and a principal shareholder of
     the Company sold its wholly owned subsidiary for which Laidlaw Global
     Securities served as investment banker in connection with the transaction
     and earned commission income of $2,150,000 which is included in the
     Company's consolidated statements of operations.

NOTE I - NET CAPITAL REQUIREMENTS

     The Company's broker-dealer subsidiaries are 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 and Westminster and 8 to 1 for
     Globeshare, since it is in its first year of operation. At December 31,
     2000 Laidlaw Global Securities was required to maintain minimum net capital
     of $100,000 and had total net capital of $1,347,938 which was $1,247,938 in
     excess of its minimum requirement. Westminster was required to maintain
     minimum net capital of $100,000 and had total net capital of $1,986,095
     which is $1,886,095 in excess of its minimum. At December 31, 2000,
     Globeshare, the newly formed broker-dealer was required to maintain minimum
     net capital of $27,019 which is $25,101 in excess of its minimum
     requirement.



                                       53
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE J - STOCKHOLDERS' EQUITY

     In connection with the recapitalization on June 8, 1999, the cumulative,
     convertible preferred stock, Series C was converted into 2,500 shares of
     the Company's $.00001 par value common stock.

     Additionally, the authorized number of voting common shares increased to
     50,000,000 shares and par value decreased from $0.05 to $0.00001. In
     addition, the Company eliminated the 6,100,000 shares of authorized $0.05
     par value nonvoting common stock.

     In conjunction with the outstanding 12% Euro-notes, 94,454 common stock
     purchase warrants are outstanding at December 31, 1999, along with 398,696
     Class A common stock purchase warrants and 398,696 Class B common stock
     purchase warrants. In 2000, the Class A and Class B common stock purchase
     warrants expired.

     The Company issued 200,000 shares of common stock in connection with the
     acquisition of Laidlaw Pacific (Asia) Ltd. on March 29, 2001 for $556,389.

     Additionally, the Company issued 500,000 shares of its common stock
     pursuant to a consulting agreement dated October 30, 2000 for consulting
     services relating to potential technology alliances, networking and
     software services for GCI and Globeshare for $468,745.

     On August 22, 2000, the Board of Directors of the Company decided to allow
     the Company to purchase from time to time for the next 12 months up to
     500,000 shares of its common stock in the open market as part of a treasury
     stock corporate buy-back program. During 2000, the Company repurchased
     352,600 shares of its common stock.

     As discussed in Note A, paragraph No. 17, all references in the financial
     statements with regard to the number of shares and earnings per share for
     all periods reflect the retroactive effect of the aforementioned stock
     splits and change in par value.


NOTE K - CONCENTRATIONS OF CREDIT RISK

     The Company's subsidiaries are engaged in various trading and brokerage
     activities in which counterparties primarily include broker-dealers, banks,
     and other financial institutions. In the event counterparties do not
     fulfill their obligations, the Company may be exposed to risk. The risk of
     default depends on the creditworthiness of the counterparty or issuer of
     the instrument. It is the Company's policy to review, as necessary, the
     credit standing of each counterparty.


NOTE L - COMMITMENTS AND CONTINGENCIES

     1.   Lease Commitments

          a.   The Company leases office space under noncancelable leases
               generally varying from five to ten years, with certain renewal
               options.



                                       54
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE L (continued)

               At December 31, 2000, the Company's aggregate minimum rental
               payments based upon the original term (including escalation
               clauses), under all noncancelable leases which have an initial or
               remaining term of one year or more, were as follows:

                         Year ending December 31,

                             2001                                 1,478,000
                             2002                                 1,478,000
                             2003                                 1,478,000
                             2004                                 1,507,000
                             Thereafter                           5,517,000
                                                                -----------

                                                                 11,458,000
                             Sublease payments                     (674,000)
                                                                -----------

                         Net lease commitments                  $10,784,000
                                                                ===========

               Rent expense was $1,108,089 and $1,083,621 for the years ended
               December 31, 2000 and 1999, respectively.


          b.   The Company leases computers under long-term leases and has the
               option to purchase the computers for a nominal amount at the
               termination of the lease.

               Future minimum payments for capitalized leases were as follows at
               December 31, 2000:

                         Fiscal year ending December 31,
                             2001                               $479,825
                             2002                                370,889
                             2003                                 44,154
                                                                 -------
                         Total minimum payments                  894,868
                         Less amount representing interest      (116,137)
                                                                 -------
                         Present value of net minimum
                             lease payments                     $778,731

                                                                 =======



                                       55
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE L (continued)

     2.   Litigation

          The Company is subject to various legal actions arising out of the
          conduct of its business, including those relating to claims for
          damages alleging violations of Federal and state securities laws.
          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
          for awards or assessments in connection with these matters are
          adequate

     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. 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.

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

     The Company has been named, as well as the 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 was assessed
     fines of approximately $79,000 and $77,000, respectively, for the first two
     findings. The Company was assessed a fine of approximately $408,000 for the
     third finding.

     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,
     including the Company, 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.


     3.   Redemption Agreement With Stockholder

          Under the terms of a redemption agreement between the Company and a
          former stockholder, the Company is obligated to pay up to $1,050,000.
          On May 15, 1999, this agreement was modified, allowing the Company to
          provide the payment by the issuance of a convertible note for
          $393,750. In August 1999, this note was converted to 22,702 shares of
          common stock.

     4.   Employment Agreements

          The Company maintains agreements with a key employee who also acts as
          Chief Executive Officer and Chief Operating Officer(the "Executive"),
          subject to the following terms and conditions:

               The Company will pay to the Executive an annual salary of
               $165,000.

               The Company shall pay an annual bonus to the Executive as the
               compensation committee of the Board of Directors may determine
               based upon the performance and achievement of the Company. If the
               Company's net income for the year ending December 31, 2000 equals
               or exceeds that earned by the Company for the year ended December
               31, 1999, then the Executive will be entitled to a bonus of no
               less than 50% of the bonus he will receive for the prior year.

               In addition to the Base Salary and Bonus, the Company shall pay
               to the Executive a commission of 40% of all gross commissions
               generated from his customer accounts with any subsidiary of the
               Company.



                                       56
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE L (continued)

     5.   Commission-sharing Arrangements

          In conjunction with the formation of GGI in January 1999, the Company
          entered into commission-sharing arrangements with a number of
          foreign-based broker-dealers from whom GGI receives a portion of
          commission revenue pursuant to the agreements with these affiliates.
          There were no significant funding commitments made by GEE or the
          Company at December 31, 2000 and 1999.


NOTE M - TRANSACTIONS WITH CLEARING BROKER AND CUSTOMERS

     The Company conducts business with two separate clearing brokers, one of
     which executes and settles all non-U.S. equity trades for the Company, on a
     fully disclosed basis, on behalf of its customers and for its own
     proprietary accounts pursuant to a clearance agreement. The Company earns
     commissions as an introducing broker for the transactions of its customers.

     In the normal course of business, the Company's customer activities involve
     the execution of various customer securities transactions. These activities
     may expose the Company to off-balance-sheet risk in the event the customer
     or other broker is unable to fulfill its contracted obligations and the
     Company has to purchase or sell the financial instrument underlying the
     contract at a loss.

     The Company's customer securities activities are transacted on either a
     cash or margin basis. In margin transactions, the clearing brokers extend
     credit to the Company's customers, subject to various regulatory margin
     requirements, collateralized by cash and securities in the customers'
     accounts. However, the Company is required to contact the customer and to
     either obtain additional collateral or to sell the customer's position if
     such collateral is not forthcoming. The Company is responsible for any
     losses on such margin loans, and has agreed to indemnify its clearing
     brokers for losses that the clearing brokers may sustain from the customer
     accounts introduced by the Company.

     In addition, the Company has sold securities that it does not currently own
     and will therefore be obligated to purchase such securities at a future
     date. The Company has recorded these obligations in the financial
     statements at the December 31, 2000 and 1999 market values of the related
     securities, and will incur a loss if the market values of the securities
     increase subsequent to December 31, 2000 and 1999.



                                       57
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE N - INCOME TAXES

     As of December 31, 2000, the Company has significant operating loss
     carryforwards for Federal income tax purposes available to offset future
     taxable income. Such carryforward losses are scheduled to expire as
     follows:

               Year ending December 31,
                   2008                               $   376,000
                   2009 through 2020                   17,033,000
                                                      -----------

               Total operating loss carryforward      $17,409,000
                                                      ===========

     The Company has continued to experience losses except for the year ended
     December 31, 1999 and as a result the Company recorded an $800,000 benefit
     in 1999 which it believed was more likely than not to be realized.

     In 2000, however, the Company is not certain that it will realize the
     benefit of the entire amount of net operating loss carryforwards.
     Accordingly, the deferred tax asset applicable to operations subsequent to
     December 31, 2000 has been recorded subject to a valuation allowance which
     the Company recorded against the net operating losses. The Company
     continually reviews the adequacy of the valuation allowance and recognizes
     those benefits only as the Company's assessment indicates that it is more
     likely than not that future tax benefits will be realized.

     U.S. tax rules impose limitations on the use of net operating loss
     carryforwards following certain changes in ownership. If such a change were
     to occur with respect to the Company, the limitation could reduce the
     amount of benefits that would be available to offset future taxable income
     each year, starting with the year of ownership change.

     The components of the net deferred tax asset as of December 31, 2000 and
     1999 consist of the following:

                                                          December 31,
                                              ----------------------------------
                                                  2000                   1999
                                              -----------            -----------
Federal                                       $ 2,678,000            $ 2,542,000
State and local                                 1,648,000              1,564,000
                                              -----------            -----------

                                                4,326,000              4,106,000
Valuation allowance                             4,326,000             (3,306,000
                                              -----------            -----------

Recorded net tax asset                               -0-             $   800,000
                                              ===========            ===========



                                       58
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE O - TAX DEFERRED SAVINGS PLAN

     The Company maintains a deferred compensation plan which covers
     substantially all employees who are employed by the Company and its
     affiliates who have attained the age of 21. The Company has appointed
     individual trustees under the Plan and the assets are held with an outside
     agent. All investments are stated at fair value. Additionally, the employer
     reserves the right to terminate the Plan, in whole or in part, at any time.
     The Plan allows each participant to contribute 15% of the participant's
     annual compensation to the Plan. Employee contributions are vested
     immediately. Furthermore, discretionary employer matching contributions are
     made to the Plan. The Company has declared an employer matching
     contribution for the 2000 and 1999 Plan years in an amount equal to 50% of
     each participant's salary deferrals to the extent such participant's
     contribution does not exceed 6% of compensation. Vesting in the Company
     match occurs ratably over a period of four years.

     Expenses relating to the tax deferred savings plan were $81,823 and $20,048
     for the years ended December 31, 2000 and 1999 respectively.


NOTE P - INDUSTRY SEGMENTS

     In 2000 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. The company's 81% owned subsidiary, H & R Acquisition
     Corp. is primarily engaged in this segment.

     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 through both online Internet and
     traditional means.

     Laidlaw Global Securities, the Company's majority owned subsidiary, is
     substantially engaged in traditional trading, brokerage and investment
     banking services.

     Westminster, the Company's majority owned subsidiary is substantially
     engaged in traditional trading and brokerage services.

     Globeshare, the Company's 59% owned subsidiary, is substantially engaged in
     providing online trading, brokerage, and investment services.



                                       59
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE P (continued)

     Foreign Operations and Major Customers: Although the Company has continued
     to initiate its plans to expand its international operations in Europe and
     Asia, the Company had no significant assets or revenues (either external or
     intercompany) from operations in foreign countries for each of the two
     years in the period ended December 31, 2000 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 $2,290,834 and $5,855,499 respectively, which approximates 10%
     and 20% of external revenue, respectively. Additionally, the Company had no
     significant individual customers (domestic or foreign) as of December 31,
     2000, or for each of the two years in the period ended December 31, 2000.



                                       60
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE P (continued)

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

                                                       Year ended December 31,
                                                      -------------------------
                                                          2000          1999
                                                      -----------   -----------

Revenue from external customers
     Asset management - H&R Acquisition                 4,462,988     4,860,320
     Broker-dealer:
        Laidlaw Global Securities                      10,534,054    21,728,059
        Westminster Securities Corp                     7,675,782     3,427,309
        Globeshare Inc.                                   288,713          --
        Lead Capital S.A                                                  9,180
     Corporate and other                                1,105,652       662,238
                                                      -----------   -----------

         Total external revenue                        24,067,189    30,687,105
                                                      ===========   ===========


Inter-segment revenue
     Asset management                                        --          62,221
     Broker-dealer: Laidlaw Global Securities             200,000       350,000
                                                      -----------   -----------

          Total inter-segment revenue                     200,000       412,221
                                                      ===========   ===========


Interest revenue
     Asset management - H&R Acquisition                      --            --
     Broker-dealer:
        Laidlaw Global Securities                         302,711       279,081
        Westminster Securities Corp                       338,670       358,809
        Globeshare Inc.                                    19,253          --
     Corporate and other                                  144,967        75,775
                                                      -----------   -----------

          Total interest revenue                          805,601       713,665
                                                      ===========   ===========


Interest expense
     Asset management - H&R Acquisition                    15,357       123,187
     Broker-dealer:
        Laidlaw Global Securities                             546            86
        Westminster Securities Corp                       140,650        60,218
     Corporate and other                                  199,264       418,175
                                                      -----------   -----------

          Total interest expense                          355,817       601,666
                                                      ===========   ===========


Depreciation and amortization expense
     Asset management - H&R Acquisition                    45,320       107,159
     Broker-dealer:
        Laidlaw Global Securities                          58,038         9,834
        Westminster Securities Corp                        24,618         6,802
     Corporate and other                                1,552,691       544,610
                                                      -----------   -----------

          Total depreciation and amortization expense   1,680,666       668,404
                                                      ===========   ===========


                                       61
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE P (continued)

                                                       Year ended December 31,
                                                      -------------------------
                                                          2000          1999
                                                      -----------   -----------

Net Income (Loss)
     Asset management - H&R Acquisition                   468,213       231,033
     Broker-dealer:
        Laidlaw Global Securities                      (1,537,120)    5,007,248
        Westminster Securities Corp                       322,929       665,529
        Globeshare Inc.                                  (245,553)          (17)
        Lead Capital S.A                                                  9,180
     Corporate and other                               (4,721,025)   (1,159,504)
                                                      -----------   -----------

          Total net income (loss)                      (5,712,556)    4,753,469
                                                      ===========   ===========


Total Assets
     Asset management - H&R Acquisition                 3,533,562     3,776,523
     Broker-dealer:
        Laidlaw Global Securities                       5,841,340     8,796,055
        Westminster Securities Corp                     3,497,099     3,015,175
        Globeshare Inc.                                   557,511        11,783
        Laidlaw Pacific (Asia) Ltd                        875,329          --
        Lead Capital S.A                                     --         424,839
     Corporate and other                                8,465,736    14,793,540
                                                      -----------   -----------

          Total assets                                 22,770,577    30,817,915
                                                      ===========   ===========


NOTE Q - STOCK OPTIONS


     During 2000, the Company established a stock option plan accounted for
     under APB Opinion No. 25 and related interpretations. The current plan
     incorporates all outstanding options previously granted under the prior
     Laidlaw Holdings and Westminster 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,
     2000. Options currently outstanding are exercisable either immediately or
     up to five years from the grant date and expire five years after the grant
     date. No compensation cost has been recognized for the plan for the years
     ended December 31, 2000 and 1999. Had compensation cost for the plan been
     determined based on the fair value of the options at the grant dates
     consistent with the method of Statement of Financial Accounting Standards
     No. 123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation," the
     Company's net income (loss) would have decreased (increased) from
     ($5,712,556) and $5,031,281 to the amounts of ($6,814,445) and $2,166,108
     for the years ended December 31, 2000 and 1999, respectively.


                                       62
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE Q (continued)

     A summary of the option activity for years ended December 31, 2000 and 1999
is as follows:

<TABLE>
<CAPTION>
                                                                              Year ended December 31,
                                                        ----------------------------------------------------------------
                                                                     2000                               1999
                                                        ---------------------------         ----------------------------
                                                                          Weighted-                            Weighted-
                                                                           average                              average
                                                                          exercise                             exercise
                                                         Shares            price             Shares             price
                                                        ---------        ---------          ---------          ---------
<S>                                                     <C>                    <C>          <C>                 <C>
Balance, beginning of year                              3,027,913            $ 1.44         1,552,913          $1.58

Granted                                                 1,515,000              1.30         1,485,500           0.83

Exercised                                                 144,000              0.83            10,500           0.83

Forfeited                                                 332,250              0.98              --              --

Balance, end of year                                    4,066,663              1.46         3,027,913           1.21
</TABLE>


     The status of outstanding stock options is summarized as of December 31,
2000 as follows:

<TABLE>
<CAPTION>
                                                             Weighted-                                Weighted-
                                                              average                                  average
                                                             remaining                              exercise price
                                         Options            contractual          Options             of options
            Exercise price             outstanding           life (years)      exercisable           exercisable
            --------------             -----------          --------------    ------------          ------------
              <S>                      <C>                     <C>              <C>                     <C>
              $0.83-1.25               2,899,163               3.56             1,914,569               $0.99
               2.17-2.33               1,123,500               3.24               757,125                2.27
               5.33-5.50                  14,000               3.70                 3,000                5.33
               7.00                       10,000               4.18                  --                   --
               8.00                       20,000               4                    9,334                8.00
                                       ---------                                ---------
                                       4,066,663                                2,684,028
</TABLE>

     The weighted-average fair value at date of grant for those options granted
     in 2000 was $1.46. The fair value of each option at date of grant was
     estimated using the Black-Scholes option pricing model utilizing the
     following weighted-average assumptions:

<TABLE>
<CAPTION>
              Grant                               Risk free               Expected stock                Expected life
              date                              interest rate            price volatility                of options
             -------                           --------------            -----------------              -------------
      <S>                                          <C>                        <C>                          <C>
      January 15, 1998                             5.77%                      41.63%                        2
      July 15, 1998                                5.51                       52.90                         3
      September 3, 1998                            5.02                       58.30                         3
      January 1, 1999                              5.60                       56.51                         3
      May 28, 1999                                 5.60                       56.51                         3
      June 9, 1999                                 5.98                       57.49                         3
      December 31, 1999                            6.61                       51.10                         4
      February 28, 2000                            6.69                       60.87                         4
      March 6, 2000                                6.71                       61.23                         4
      August 22, 2000                              6.19                       98.71                         5
</TABLE>



                                       63
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE R - EARNINGS PER COMMON SHARE

     Earnings per common share are computed in accordance with SFAS 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:

                                                        Year ended December 31,
                                                      -------------------------
                                                          2000          1999
                                                      -----------   -----------
                                                                   (as restated)
Numerator
    Net  (loss) income                                $(5,712,556)  $ 4,678,384
                                                      -----------   -----------

    Net  (loss) income applicable to common shares
       for basic earnings per share                    (5,712,556)    4,678,384

    Effect of dilutive securities
       Interest expense on Euro-notes                        --          51,480
       Amortization of Euro-notes costs                      --          23,605
                                                      -----------   -----------

       Net (loss) income applicable to common shares
          for diluted earnings per share              $(5,712,556)  $ 4,753,469
                                                      ===========   ===========

Denominator
    Weighted-average common shares for basic
       earnings per share                              26,966,363    19,338,877
    Weighted-average effect of dilutive securities
       Employee stock options                                --       1,654,370
       Warrants from Euronotes                               --         326,594
                                                      -----------   -----------

    Weighted-average common and common equivalent
       shares for diluted earnings per share           26,966,363    21,319,841
                                                      ===========   ===========

Earnings per common share
    Basic                                             $     (0.21)  $      0.25
                                                      ===========   ===========

    Diluted                                           $     (0.21)  $      0.22
                                                      ===========   ===========



                                       64
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                     Years ended December 31, 2000 and 1999


NOTE R (continued)

     Included in diluted weighted shares outstanding for 1999 are 94,454 Common
     Stock Purchase Warrants of the Company exchanged or to be exchanged for
     warrants issued by Laidlaw Holdings together with its 12% Senior Secured
     Euro Notes. Also included for 1999 are 398,696 Class A Common Stock
     Purchase Warrants and 398,696 Class B Common Stock Purchase Warrants, which
     all expired in 2000. 1999 has been restated to reflect correction of error
     in computing the numerator and denominator for basic and diluted earnings
     per share. See Note C.

     Because the Company reported a net loss during the year ended 2000, the
     calculation of diluted earnings per share does not include convertible
     securities, options and warrants, as they are antidilutive and would result
     in a reduction of the net loss per share. If the Company had reported net
     income, there would have been additional shares as of December 31, 2000
     included in the calculation of diluted earnings per share.

NOTE S - SUBSEQUENT EVENT

     In April 2001, the Company entered into an agreement with the management of
     its subsidiary, Westminister, and Westminster's management, to sell the
     stock and business of Westminister to its management. The agreement
     provides for a purchase price of $1,000,000; $700,000 payable at closing
     (including prepayment of $600,000 currently owed to the Company pursuant to
     a promissory note); $150,000 payable each year for the two years following
     the closing with interest at 10% per annum. In addition, management of
     Westminister will return to the Company 4,500,000 shares of the Company's
     common stock which they own. The closing of the agreement is conditioned
     upon various terms and conditions including the approval of the New York
     Stock Exchange.



                                       65