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, 2002

|_| 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)

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

Registrant's Telephone Number, Including Area Code: (212) 937-8465

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. |_|

State the issuer's revenues for its most recent fiscal year: $2,090,733

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 $625,022 as of March
31, 2003.

<PAGE>

State the number of shares outstanding of each of the registrant's classes of
common equity as of the latest practicable date: 35,132,565 shares of the
registrant's common stock are outstanding as of March 31, 2002, not including
2,791,454 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|

                                TABLE OF CONTENTS

                                                                            Page
PART I

Item 1.  Description of Business ..........................................    3
Item 2.  Description of Property ..........................................   10
Item 3.  Legal Proceedings ................................................   10
Item 4.  Submission of Matters to a Vote of Security Holders ..............   14
Item 5.  Market for Common Equity and Related Stockholder Matters .........   14

PART II

Item 6.  Management's Discussion and Analysis or Plan of Operation.........   16
Item 7.  Financial Statements .............................................   25
Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure .........................................   26

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons .....   26
Item 10. Executive Compensation ...........................................   29
Item 11. Security Ownership of Certain Beneficial Owners and Management ...   34
Item 12. Certain Relationships and Related Transactions ...................   35
Item 13. Exhibits and Reports on Form 8-K .................................   37

                                   ----------

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

Laidlaw Global Corporation ("the Company") is a financial services firm that has
operated in two business segments: brokerage, which includes investment banking
and sales and trading, and asset management. Through our subsidiaries, we
provided a broad range of financial and investment services and products to
individuals, corporations and institutions. We are focusing our business
development in selectively targeted industries with growth potential.
Transactions between the Company and subsidiaries which were sold, ceased
effective their respective sale dates.

Going forward the company intends to have two wholly owned subsidiaries : (1)
Phoenix Securities Corp. and (2) Laidlaw Properties, Inc. ("Laidlaw
Properties").

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

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

B. Our Subsidiaries

Laidlaw Global Securities, Inc.

Laidlaw Global Securities, Inc. ("LGSI"), formerly known as Laidlaw Equities,
Inc., was a New York based financial services corporation which was incorporated
in October 23, 1986. It was a broker-dealer, which was a member firm of the
National Association of Securities Dealers, Inc. ("NASD"), Securities Industry
Protection Corporation ("SIPC") and Securities Industry Association ("SIA"). Its
principal activities were institutional and retail brokerage, trading and sales,
investment banking and research. In addition to its New York offices, Laidlaw
Global Securities maintained an office in Miami, Florida, where it had one
registered principal. With the difficult market conditions that prevailed
starting the second half of fiscal 2000, LGSI experienced continued losses and
erosion of its capital despite management's persistent efforts to cut costs and
find new avenues for revenue generation. In the last quarter of fiscal 2002, the
Company's management deemed LGSI was no longer a viable operation to maintain.
On November 14, 2002, the Company announced that its Board of Directors adopted
a resolution confirming its decision to fulfill an orderly and responsible
unwinding of the operations of LGSI. In that light, LGSI filed on or about
November 19, 2002 a Uniform Request Withdrawal from Broker-Dealer Registration
effective November 13, 2002 and sold its list of client accounts to Kuhns
Brothers Securities Corporation for a total cash consideration of $75,000. LGSI
also filed a Notice of Withdrawal as an Investment Adviser.

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. This subsidiary was sold pursuant to the
Amended and Restated Stock Purchase Agreement dated June 7, 2001. The Agreement
stipulated that the transactions shall be treated solely for tax and financial
reporting purposes as having an effective date of May 31, 2001. Accordingly, the
information for fiscal 2001 for Westminster incorporated in this report pertains
to the five months ended May 31, 2001.


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<PAGE>

Howe & Rusling, Inc.

We owned 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. This subsidiary was sold on December 26, 2001 pursuant to a Stock
Purchase Agreement dated December 21, 2001. Accordingly, the information for
fiscal 2001 for H & R Acquisition Corp. pertains to the period January 1 to
December 26, 2001.

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

Globeshare Group, Inc. (formerly Global Electronic Exchange), a 97% 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 Globeshare, Inc., which was a broker-dealer based in New York, focusing on
affording customers access to international and domestic markets through the
internet and strategic alliances. In view of the losses realized in the first
three quarters of 2001 and in fiscal year 2000, Laidlaw reviewed its marketing
strategy, the cost structure and the services and products which it had been
offering to the industry and what changes may be necessary to achieve
profitability. It was determined that, in order for Laidlaw to survive the
current difficult conditions, it was economically efficient to consolidate the
brokerage operations in one entity and to cease the operations of Globeshare
Group Inc.'s broker-dealer subsidiary Globeshare, Inc., which was completed
effective October 5, 2001. An agreement was executed between Laidlaw Global
Securities, Inc. and Globeshare, Inc. whereby Globeshare - a division of Laidlaw
Global Securities assumed the customer accounts of Globeshare, Inc. On November
20, 2001, Globeshare, Inc. applied for a withdrawal of its broker-dealer license
with the Securities and Exchange Commission.

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
intended to provide corporate financial advisory services. Since this subsidiary
has not generated any revenues since it was acquired in 2000, the Company
decided to apply for a revocation of this entity's license in early 2001 so as
to avoid any further costs of maintaining a dormant operation. Business activity
ceased effective April 6, 2001.

Laidlaw International, S.A.

Laidlaw International, S.A. was a fully licensed broker in Paris, France that
was granted its license by Banque de France in April, 2001. The weakened
economic activity in the European equities market in 2001 prevented the
realization of the business model upon which this French entity was developed.
The September, 2001 terrorist attacks in the United States further magnified
economic uncertainty and depressed activities in the financial markets
worldwide. In light of continuing operating losses by Laidlaw International, the
French Commission Bancaire required a capital increase of 2 million Euros in
February, 2002 in order for the entity to be in compliance with French Net
Capital Regulations and the Company was given a short time period to provide the
additional capital. Given the difficult market and economic conditions at that
time, Laidlaw decided to concentrate its efforts on maintaining the U.S.
operations and not provide the additional capital. An Administrator was
appointed by Commission Bancaire to operate Laidlaw International and the
Company abandoned its control. Effective April 11, 2002, the French
Administrator committed to a process of liquidation.

Laidlaw Properties, Inc.

On November 19, 2002, a new subsidiary Laidlaw Properties, Inc. was incorporated
in the state of Delaware under the General Corporation Law. Through this
subsidiary, the Company will commence its investment property business and other
real estate ventures. Laidlaw Properties intends to concentrate on the financing
and development of resorts projects of which the Whittier, Alaska Prince William
Resort Property would constitute the first such effort in the event due
diligence allows a forward move with this project. Laidlaw Properties intends to
then expand its portfolio by acquiring other income producing properties.
Laidlaw Properties has determined that it should focus on the vacation ownership
resort, financing and development, management, and sales industries, with a
particular emphasis on acquiring properties in the Sunbelt of the United States.
The cash flow and net earnings that are generated from timeshare projects, or
vacation ownership, have been confirmed by all of the major hotel companies.

Phoenix Securities Corp.

On February 14, 2003, Phoenix Securities Corp., which was incorporated in
Delaware under the General Corporation Law in September, 2001 but was not
operational until recently, was added as a new subsidiary of the Company.
Phoenix Securities Corp. specializes in Corporate services including the
rendering of fairness opinions, the review of merger and acquisition
transactions and the brokering of such transactions for a fee or an equity
participation. At this point, Phoenix Securities Corp.


                                       4
<PAGE>

provides services not requiring its registration as a Broker-Dealer. In the
future, should it decide to enter into businesses requiring such registration,
Phoenix will apply for the appropriate registrations, authorizations and
licenses.

C. Recent Developments

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 that entity's wholly-owned subsidiary Laidlaw Pacific
(Asia) Ltd. ("Laidlaw Pacific"), a Hong Kong based investment advisor to acquire
Laidlaw Pacific. Laidlaw Pacific ceased business activities on April 6, 2001.

Laidlaw International S.A. was developed into a fully licensed French
broker-dealer with a license issued in April 2001 that allowed it to do business
in all of the European countries. The brokerage commissions generated after the
issuance of the license in April 2001 were inline with the Business Plan
prepared by the team of professionals which had been mostly hired from IFF a
former subsidiary of Banque Worms. Banque Worms at that time was a subsidiary of
the AXA group. After September 11, 2001, the European market, which was the
primary market addressed by that office, deteriorated and did not recover for an
extended period of time. As a result, revenue from the French office showed a
substantial drop and fell well short of the figures projected in the initial
Business Plan. In early February, 2002 the French Commission Bancaire required a
capital increase of 2 million Euros in order to maintain the French subsidiary
in compliance with French Net Capital Regulations. Laidlaw Global Corporation
had to make a hard decision since it could not support its European operations
while keeping adequate capital for the U.S. operations. The deadline imposed by
the French regulatory authority being very short, Laidlaw Global Corporation was
unable to access additional capital prior to the nomination of an Administrator
by the Commission Bancaire. Once the Administrator took over, Laidlaw Global
Corporation became totally cut off from the decision making process and could no
longer be involved in salvaging what initially had been a promising venture.

Effective April 11, 2002, the French Administrator committed to a process of
liquidation. Accordingly, the Company recognized a loss of $634,562 as of
December 31, 2001 relating to the write off of all its remaining investment in
the French subsidiary. .

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

In light of the continuing losses of Globeshare, Inc., the online broker/dealer
subsidiary, management decided to transfer the operations of Globeshare, Inc. to
Globeshare - a Division of Laidlaw Global Securities, Inc. on October 5, 2001.
Globeshare, Inc. filed for withdrawal of its registration as a broker/dealer
with the NASD on November 20, 2001.

During 2001, an asset write down in the amount of $2.35 million was required to
adjust the investment of the Globeshare Group, Inc. subsidiary in computer
hardware and customized application software to their estimated net realizable
value.

As previously reported in the Current Report on Form 8-K of the Company dated
December 4, 2001, the sale of H & R Acquisition Corp. was closed on December 21,
2001. All transaction documents were held in escrow to December 26, 2001 when
the transfer of the initial price was finalized. The parties agreed to treat
December 26, 2001 as the effective date of the transaction for financial
purposes.

As previously reported in the Current Report on Form 8-K of the Company dated
March 5, 2002, Grant Thornton ("Grant") resigned as independent accountant for
Laidlaw. On March 11, 2002, Laidlaw engaged Eisner LLP (formerly Richard A.
Eisner & Company, LLP) as its new independent accountant for fiscal year ended
December 31, 2001.

The resignation came about as a result of questions with respect to the
cancellation and pricing of stock options of Laidlaw that were raised by Grant
in late 2001. For fiscal years ended December 31, 2000 and 1999, there were no
disagreements between the Company and Grant in connection with the Company's
financial reports. Further, those reports did not contain any adverse opinion
nor were they qualified as to uncertainty, audit scope or accounting principles.

On March 5, 2002, Grant notified the Laidlaw Board of Directors that pursuant to
Section 10A of the Exchange Act of 1934 (the "Grant Report"), in Grant's belief,
an illegal act or acts may have occurred at Laidlaw during 2001 with respect to
the pricing of stock options. The Grand Report alleged in part "that neither
management nor the Board of Directors has taken sufficient steps to determine
whether an illegal act has occurred within the meaning of Section 10A of the
Exchange Act of 1934."

This report was issued despite Laidlaw having, at the request of Grant, an
independent director conduct an investigation and submit a written report on the
issue. Subsequently, Laidlaw retained independent counsel who separately
submitted his findings


                                       5
<PAGE>

in a report. The reports attributed poor procedural controls for the failure to
timely apprize Grant of the corporate actions. Nevertheless, the reports of the
independent director and independent counsel concluded that no unlawful or
deceptive practices, or fraudulent conduct were engaged in at any time by
Laidlaw, its employees, officers or board members. The reports did recommend
changes in procedural controls, which have been implemented.

The SEC is conducting an informal inquiry with respect to the Grant Report. The
Company has responded completely to the SEC's request for information.

The Company strongly rejects any implications of impropriety and fully accepts
the conclusions reached in both the report of the independent director and
independent counsel. Laidlaw has filed its response to the Grant Report with the
SEC rejecting the contentions of the Grant Report.

Notwithstanding the contention of the Company that it acted properly, the
Company decided to act conservatively in connection with the treatment of the
options and will account for the options as a variable plan from the date of the
modification to the date the options are exercised, forfeited or expire
unexercised. Accordingly in fiscal 2002, the Company recorded a reversal of the
charge of $754,714 recorded in fiscal 2001related to variable options with a
corresponding decrease in additional paid-in capital. The charge of $754,714 in
fiscal 2001 was recorded as compensation expense with a corresponding increase
to additional paid-in capital.

As previously reported in the Current Reports on 8-K of the Company dated
November 8, 2002 and November 27, 2002, on September 20 and 24, 2002,
respectively, Messrs. Jean-Marc Beaujolin and Carlos P. Campbell resigned as
directors. On November 5, 2002, Messrs. Jack Takacs and Michael K.McCraw
resigned as directors. In order to reduce operating expenses, management has
elected not to renew its directors' and officers' ("D and O") liability
insurance coverage. Nor has it acquired retroactive coverage. On November 13,
2002, Stanley Ira Birnbaum, attorney at law, was elected to the Board of
Directors of the Company.

As previously reported in the Current Report on Form 8-K of the Company dated
November 8, 2002, the Company dismissed Eisner LLP as independent accountant on
November 5, 2002. On November 4, 2002, the Company engaged Weinick Sanders
Leventhal & Co,LLP as its new independent accountant for fiscal year ended
December 31, 2002. The Company's decision to replace Eisner is in line with
management's efforts to reduce operating expenses.

With the difficult market conditions that prevailed starting the second half of
fiscal 2000, LGSI experienced continued losses and erosion of capital despite
management's persistent efforts to cut costs and find new avenues for revenue
generation. In the last quarter of fiscal 2002, the Company's management deemed
LGSI was no longer a viable operation to maintain. On or about November 19,
2002, LGSI, the wholly owned registered broker-dealer subsidiary of Laidlaw
Holdings, Inc., which is a wholly-owned subsidiary of the Company, filed with
the Securities and Exchange Commission a Uniform Request Withdrawal from
Broker-Dealer Registration effective November 13, 2002. LGSI also filed a Notice
of Withdrawal as an Investment Advisor. In conjunction with this and as
previously reported in the Current Report on Form 8-K of the Company dated
November 27, 2002, LGSI sold its list of client accounts to Kuhns Brothers
Securities Corporation for a total cash consideration of $75,000. A negative
consent transfer letter was sent to all clients of LGSI With the cessation of
operations of LGSI, Laidlaw terminated most of its employees and retained only
key personnel required to close the affairs of said broker-dealer subsidiary and
maintain the downsized operations of the Company. An asset write down in the
amount of $333,042 was required to adjust the investment of LGSI and the Company
in computer hardware and software, furniture, and leasehold improvements.

On November 19, 2002, a new subsidiary Laidlaw Properties, Inc. was incorporated
in the state of Delaware under the General Corporation Law. Through this
subsidiary, the Company will commence its investment property business and other
real estate ventures. Laidlaw Properties intends to concentrate on development
of resort properties. The Prince William Whittier, Alaska property would be the
first such property. However, the completion of this transaction is still
subject to further due diligence. Then Laidlaw Properties plans to expand its
portfolio by acquiring other income producing properties. Laidlaw Properties has
determined that it should focus on the vacation ownership resort, development,
management, and sales industries, with a particular emphasis on acquiring
properties in the Sunbelt of the United States. The cash flow and net earnings
that are generated from timeshare projects, or vacation ownership, have been
confirmed by all of the major hotel companies

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

On February 14, 2003, Phoenix Securities Corp., which was incorporated in
Delaware under the General Corporation Law in September, 2001 and was not
operational until then, was added as a new subsidiary of the Company. Phoenix
Securities Corp specializes in Corporate services including the rendering of
fairness opinions, the review of merger and acquisition transactions and the
brokering of such transactions for a fee or an equity participation. At this
point, Phoenix Securities Corp. provides services not requiring its registration
as a Broker-Dealer. In the future, should it decide to enter into businesses
requiring such


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<PAGE>

registration, Phoenix will apply for the appropriate registrations,
authorizations and licenses.

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

D. Our Strategy - Measures to Attempt a Return to Profitability

While the Company continues to concentrate on building sales and developing its
investment banking services through its new subsidiary Phoenix Securities Corp.
which will immediately specialize in areas of the business not requiring
registration as a Broker-dealer and which will seek such registration when it
decides to enter businesses requiring it, overall market conditions continue to
be difficult.

Laidlaw undertook several cost-cutting measures last year and our operating
expenses were significantly lower in December 2002 than in January of 2002.
Although our revenue base continued to erode, resulting in sizable losses for
the year, our monthly losses from operations declined consistently through the
course of the year.

The major initiatives we undertook over the last two years to curtail our
expenses included:

o     Closing down our unprofitable on-line business

o     Eliminating unnecessary staffing positions

o     Changing compensation structure of some salaried employees to pure
      commission

o     Reducing salaries of senior management by up to 65%

o     Reducing ticket charges

o     Adjusting commission rates to competitive levels

Mainly due to a shrinking revenue base, the company was still generating losses
of nearly $300,000 to $400,000 per month until recently. At this point, such
losses have been curtailed and reduced to less than $ 80,000 per month. Rent and
utilities expenses have been reduced substantially with the move to a smaller
and more affordable office space in March, 2003. The Company is in the process
of implementing several transactions through its new subsidiaries that should
generate revenues, making its operations viable in the future in both the
properties and the investment services areas.

It is clear to company management, however, that to stem the losses, the major
initiative has to be to increase our revenue base. To that end, Laidlaw is
currently pursuing several alternatives.

Identifying Merger Partners

Laidlaw is presently in early stages of negotiations with at least two different
entities to forge strategic partnerships and potential joint ventures or other
business combinations. Each of the entities also recognizes that they would have
to bring in additional capital into the firm as a condition to us merging. We
have entered into mutual non-disclosure and confidentiality agreements in
pursuit of such an understanding.

Targeting Additional Revenue Niches

A majority of our corporate finance revenue in the past two to three years was
generated from private placements for micro- and small-cap companies. This
segment of the market has had little activity in the recent past. Over the past
six months, our corporate finance department has targeted its efforts to
generate revenue from investment banking related work other than raising capital
for companies. To that end, more recently we have been successful in having our
new subsidiary Phoenix Securities Corp. retained for corporate advisory and
merger and acquisition related transactions. We are also focusing on middle
market companies in emerging growth countries, a segment we believe is under
served by U.S. investment banks.


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<PAGE>

E. Lines of Business

Traditional Trading and Brokerage Services

Laidlaw Global Securities: Laidlaw Global Securities provided professional
brokerage services to both institutional and individual investors. Laidlaw
Global Securities was 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 provided
proprietary product offerings for investment clients by specializing in firm
research and client underwriting of small to mid-capitalization companies with
market capitalization under $500 million.

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

Investment Banking

Laidlaw Global Securities: Laidlaw Global Securities' investment banking
professionals had completed numerous private placements, public stock offerings,
and secondary equity and debt offerings. Since January of 1997, Laidlaw Global
Securities had acted as either lead underwriter or co-underwriter in several
public offerings including Puro Water, Inc., Asia Pacific Wire & Cable Company,
Augment Systems, Inc., Scheid Vineyards, Inc., JinPan International, Ltd.,
Newmark Homes Corp., and Sanguine Corporation. Laidlaw Global Securities also
acted as a financial advisor to a number of middle-market companies in
developing strategies for maximizing shareholder value. Laidlaw Global
Securities provided 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
was well-positioned in an important market niche. Laidlaw Global Securities'
investment professionals offered 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 financial
market of the United States.

Phoenix Securities Corp., a newly added subsidiary of the Company in February,
2003, specializes in Corporate services including the rendering of fairness
opinions, the review of merger and acquisition transactions and the brokering of
such transactions for a fee or an equity participation. At this point, Phoenix
Securities Corp. provides services not requiring its registration as a
Broker-Dealer. In the future, should it decide to enter into businesses
requiring such registration, Phoenix will apply for the appropriate
registrations, authorizations and licenses.

Asset Management and Investment Services

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

Investment Property Management and Other Real Estate Ventures

Laidlaw Properties, Inc. will provide the expertise in the development of the
investment property management business and implementation of future real estate
transactions. Laidlaw Properties intends to concentrate on the development of
resort properties. The Prince William Whittier, Alaska would be the first such
property. However, the completion of this transaction is still subject to
further due diligence. [ILLEGIBLE] expand its portfolio by acquiring other
income producing properties. Laidlaw Properties has determined that it should
focus on the vacation ownership resort, development, management, and sales
industries, with a particular emphasis on acquiring properties in the Sunbelt of
the United States. The cash flow and net earnings that are generated from
timeshare projects, or vacation ownership, have been confirmed by all of the
major hotel companies.


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<PAGE>

F. Employees

As of March 31, 2003, we had 5 employees, all of whom are employed full-time. 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.

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.

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.

With regard to the property management and real estate ventures business, each
project to be successful will require appropriate funding. Access to funding is
competitive and a lack of adequate access will impede the projections of Laidlaw
Properties, Inc. Furthermore, the properties, once developed, will be subject to
risks related to the overall economic environment and to the existence of well
established competition in the property leisure industry. Large companies with
adequate funding already inhabit that sector of activities.

H. Trademarks

Since August 27, 1996, we have maintained and are in the process of renewing a
trademark "Laidlaw & Co." We are in the process of applying for a trademark for
"Laidlaw Global Corporation" utilizing the same symbol we have for "Laidlaw &
Co." 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 was an NASD member firm and a registered investment advisor
with the Commission. 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 New York Stock Exchange. Securities
firms are also subject to regulation by state securities administrators in those
states in which they conduct business. Laidlaw Global Securities was 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


                                       9
<PAGE>

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 do not currently maintain any offices outside the United States, but have
maintained such offices in the past and may do so in the future. We will be
subject to foreign law and the rules and regulations of foreign governmental and
regulatory authorities in virtually all countries where we might elect to
establish an office. 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.

Effect of Net Capital Requirements

As a registered broker-dealer and member of various SROs, we were subject to the
Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1).
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, 2001, our
broker-dealer subsidiary. Laidlaw Global Securities was required to maintain
minimum net capital of $106,622 and had total net capital of $758,722.

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.

Compliance with net capital requirements could limit our broker-dealer operation
which requires the intensive use of capital, such as underwriting and trading
activities and the financing of customer account balances. Our ability to
withdraw capital from our broker-dealer operation 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 offices are located on the 10th Floor at 575 Madison Avenue, New
York, New York and comprise approximately 424 square feet of leased space. The
lease term is for a period of two months commencing on March 1, 2003 and ending
on April 30, 2003. Under the terms of the lease agreement, unless terminated or
renewed, the agreement will continue under the same terms and conditions until
either lessor or lessee gives to the other two (2) calendar months' written
notice of their intention to terminate.

Item 3. Legal Proceedings.

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

Laidlaw Global Securities, Inc. ("LGSI") is a defendant in a legal matter
involving the underwriting and initial public offering of Galacticomm
Technologies, Inc. ("Galacticomm") shares. The Company acted as a member of a
selling group, pursuant to which the Company agreed to purchase 200,000 shares
of Galacticomm at $5.40 per share and 200,000 warrants of Galacticomm at


                                       10
<PAGE>

$0.09 per warrant. Additionally, the Company agreed to guarantee the purchase of
an additional 20,000 shares and warrants if deemed necessary. Prior to the
settlement of the IPO, the Company had satisfied all its commitments as part of
its agreement with the lead underwriters. Prior to the settlement of the IPO,
the lead underwriters aborted the IPO based upon what they, in their sole
discretion, believed was a declining market in the U.S. and abroad. Pursuant to
the underwriting agreement between Galacticomm and the lead underwriters, the
lead underwriters had the right, in their sole discretion, to abort the IPO in
the event of adverse conditions. Galacticomm commenced suit against the
underwriting group in a Florida state court seeking damages for breach of the
underwriting agreement.

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

Greek Capital Market Commission vs. Laidlaw Global Corporation

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

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

Additionally, the CMC found that a representative of the Company falsely stated
to the public that the Company was interested in holding Elektra shares two days
prior to selling such shares. Since the Company never held shares of Elektra,
management believes that such statements were misquoted by the Greek press. The
subsidiary Laidlaw Global Securities and the Company have been assessed fines
and penalties aggregating 1,257,168 Euros (US$1,119,004).

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

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

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


                                       11
<PAGE>

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

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

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

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

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

Bergmann v. Laidlaw Global Corp. and Roger Bendelac

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

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

Special Counsel has interposed an answer to the Statement of Claim on behalf of
Mr. Bendelac and the Company and petitioned the NASD for dismissal of the claim
based upon applicable law. This application was supported by an affidavit from
Laidlaw's corporate counsel who joined in the position that the stock was
restricted and was incapable of being sold legally. If the security could not be
sold until August 2000, Claimant's damages were not proximately caused by any of
the acts complained of in the Statement of Claim, but by market forces
responsible for the stock's decline. Because of the issues surrounding the
appointment of arbitrators in California, no NASD panel has yet been appointed.
To date, Claimant's counsel has not responded to Respondents' motion to dismiss

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

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


                                       12
<PAGE>

has not filed the claim in court or in any other jurisdiction .

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

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

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

Laidlaw counsel has interposed an Answer on behalf of LGS but not on behalf of
its former broker Fine who is representing himself. The acts complained of by
Mr. Thomas occurred while Mr. Fine was employed at Coleman & Co. Stock of
Razorfish was purchased for the Thomas account before the account was
transferred to LGS. To the extent Fine did recommend speculative investments,
and to the extent these investments were unsuitable and did cause Claimant to
sustain losses, Laidlaw should not be held liable. In fact, at the time Claimant
transferred his account, the value of the account was only $9,000. The Thomas
account at LGS never exceeded approximately $20,000 and thus, the exposure to
LGS, if any, is quite limited. NASD has appointed an arbitration panel and the
matter is now scheduled to be heard on April 29 to May 1, 2003. Laidlaw counsel
have had settlement talks with Claimant's counsel in an effort to resolve this
matter. Claimant's counsel has indicated it will accept a settlement of $5,500
in order to resolve this matter. However, Laidlaw has countered with an offer of
$4,990. We expect to reach a settlement at some point in the near future in this
range to avoid going to trial although there is no guarantee of this fact.

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

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

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

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

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


                                       13
<PAGE>

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

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

Richard Tuten vs. Laidlaw Global Securities, Inc.

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

The matter on this case arose out of events that date as far back as June 1997.
The issuance of a complaint almost six years later raises both credibility and a
possible statute of limitations issue. LGSI Counsel does not feel the matter has
any merit and is of the opinion that this matter can be successfully defended.
However, given the status of LGSI, this matter is not likely to be defended and
the contingent liability written off.

NASD Regulatory Matter

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

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

American Stock Exchange Listing Matter

At present, the Company has limited operations and may be in danger of having
its shares being delisted from the American Stock Exchange (AMEX). The Company
believes that unless it successfully completes a merger with the Alaska Property
Company, or completes another transaction that substantially enhances the
Company's operations, the American Stock Exchange will not permit its shares to
trade on the AMEX. Even if the Company were to consummate such a merger, the
Board of Laidlaw Global Corporation states that there are no guarantees that the
American Stock Exchange will deem the future plans acceptable to the maintenance
of the listing but that it will spare no effort to structure a Plan which will
be submitted to shareholders' approval and to the American Stock Exchange in
short order.

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

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.

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

No matters were submitted to a vote of security holders during the seven
quarters ended December 31, 2002. However, at a special meeting of shareholders
held February 27, 2001, the shareholders elected a Board of Directors, ratified
the appointment of Grant 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.


                                       14
<PAGE>

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: The market
prices have been adjusted to give retroactive effect to a Reverse Stock Split
and a Forward Stock Split.

Common Stock
                                     -------------------------------------------
                                           2002                    2001
                                     -------------------------------------------
                                          Prices                  Prices
--------------------------------------------------------------------------------
Period                                High       Low          High        Low
--------------------------------------------------------------------------------
First Quarter......................  $ 0.63     $ 0.15       $ 0.75     $0.40
--------------------------------------------------------------------------------
Second Quarter.....................  $ 0.27     $ 0.08       $ 0.44     $0.29
--------------------------------------------------------------------------------
Third Quarter......................  $ 0.26     $ 0.05       $ 0.32     $0.10
--------------------------------------------------------------------------------
Fourth Quarter.....................  $ 0.12     $ 0.03       $ 0.80     $0.19
--------------------------------------------------------------------------------

The closing price of the common stock on March 31, 2003 was $0.04.

Holders

On March 31, 2003 there were 136 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

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 - Our Operating Subsidiaries and Recent Developments.

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.

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


                                       15
<PAGE>

amount have exchanged their notes for shares of Common Stock of Laidlaw. The
balance of the Euro-Notes were paid in full in December, 2001.

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.

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. The holders of the Convertible
Notes aggregating $8 million in principal amount have converted their notes into
shares of common stock of Laidlaw.

In connection with the closing down of the operations of Globeshare Group, Inc.
("GGI"), holders of shares of GGI who were not affiliates of Laidlaw were given
the opportunity to exchange their GGI shares for shares of Laidlaw on a one for
one basis and in 2001, Holders of 1,126,759 shares accepted the offer.
Affiliates or former affiliates of Laidlaw were given an opportunity to exchange
their GGI shares for shares of Laidlaw on a less favorable basis and 9,620,004
shares were exchanged for 4,500,000 shares of Laidlaw. During the period January
1, 2002 through April 30, 2002, an additional 263,427 shares of GGI were
exchanged for a like number of shares of Laidlaw.

In fiscal 2002, the Company issued 5,000,000 shares of its common stock to an
individual unrelated to the Company in a private sale for $500,000 ($.10 per
share). In January 2003, the Company issued 2,000,000 shares of its common stock
to an individual unrelated to the Company in a private sale for $148,293 ($.074
per share).

Item 6. Management's Discussion and Analysis or Plan of Operation.

Overview

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

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

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

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

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


                                       16
<PAGE>

Laidlaw has operated through a number of separate entities owned directly by
Laidlaw Global Corporation or through its wholly owned subsidiary, Laidlaw
Holdings, Inc. Laidlaw Global Securities, Inc. provided brokerage services and
is wholly owned by Laidlaw Holdings, Inc. Howe & Rusling, Inc. provided
management services of financial assets and was owned by H&R Acquisition Corp.,
81% of whose stock was owned by Laidlaw Holdings, Inc. Westminster Securities
Corporation, a NYSE member firm acquired by Laidlaw on July 1, 1999 also
provided general brokerage services. Another subsidiary, Globeshare Group, Inc.
(formerly Global Electronic Exchange, Inc.),was a holding company that owned
100% of Globeshare, Inc., an online broker-dealer. A broker/dealer subsidiary
called Laidlaw International, S.A., located in France, was granted the license
to operate as a broker/dealer by Banque de France in April 2001. A new
subsidiary Laidlaw Properties, Inc., which was incorporated in the state of
Delaware under the General Corporation Law, will undertake the Company's
investment property business and other real estate ventures. Another subsidiary,
Phoenix Securities Corp., which was incorporated in Delaware under the General
Corporation Law in September, 2001 and was not operational until recently,
specializes in Corporate services including the rendering of fairness opinions,
the review of merger and acquisition transactions and the brokering of such
transactions for a fee or an equity participation. At this point, Phoenix
Securities Corp. provides services not requiring its registration as a
Broker-Dealer. In the future, should it decide to enter into businesses
requiring such registration, Phoenix will apply for the appropriate
registrations, authorizations and licenses.

Numerous changes in the operation of the businesses of Laidlaw Global
Corporation occurred during fiscal years 2002 and 2001. The interest in H&R
Acquisition Corp. was sold on December 26, 2001 pursuant to a Stock Purchase
Agreement dated December 21, 2001. Accordingly, the information for fiscal 2001
for H & R Acquisition Corp. pertains to the period January 1 to December 26,
2001. Westminster Securities Corporation, a NYSE member firm acquired by Laidlaw
on July 1, 1999, was sold on June 12, 2001. The sale of Westminster Securities
Corporation was completed pursuant to the Amended and Restated Stock Purchase
Agreement dated June 7, 2001. The Agreement stipulated that the transactions
shall be treated solely for tax and financial reporting purposes as having an
effective date of May 31, 2001. Accordingly, the information for fiscal 2001 for
Westminster incorporated in this report pertains to the five months ended May
31, 2001. Globeshare, Inc., filed for withdrawal of its registration as a
broker/dealer with the NASD on November 20, 2001. The operations and customer
accounts of the on-line broker were transferred to Laidlaw Global Securities on
October 5, 2001 after duly informing the customers. After September 11, 2001,
the European market, which was the primary market addressed by that office,
deteriorated and did not recover for an extended period of time. In February,
2002, the French Commission Bancaire demanded a capital increase of 2 million
Euros in order to maintain the French subsidiary in compliance with French Net
Capital Regulations. Laidlaw Global Corporation had to make a hard decision
since it could not support its European operations while keeping adequate
capital for the U.S. operations. With a very short deadline imposed by the
French regulatory authority, Laidlaw Global Corporation determined not to
provide the additional capital and this resulted in the nomination of an
Administrator for Laidlaw International by the Commission Bancaire. Effective
April 11, 2002, the French Administrator committed to a process of liquidation.
Accordingly the Company recognized a loss as of December 31, 2001 from the write
off of all its investment in the French subsidiary amounting to $634,562. In
March 2002, the Company incurred an additional expense of $35,624 in connection
with the final settlement in closing the operations of the French subsidiary as
required by the French administrator. With the difficult market conditions that
prevailed starting the second half of fiscal 2000, Laidlaw Global Securities,
Inc. ("LGSI") experienced continued losses and erosion of its capital despite
management's persistent efforts to cut costs and find new avenues for revenue
generation. In the last quarter of fiscal 2002, the Company's management deemed
LGSI was no longer a viable operation to maintain. On or about November 19,
2002, LGSI filed with the Securities and Exchange Commission a Uniform Request
Withdrawal from Broker-Dealer Registration effective November 13, 2002. LGSI
also filed a Notice of Withdrawal as an Investment Advisor. In conjunction with
this. LGSI sold its list of client accounts to Kuhns Brothers Securities for a
cash consideration of $75,000. A negative consent transfer letter was sent to
all clients of LGSI. With the cessation of operations of LGSI, Laidlaw
terminated most of its employees and retained only key personnel required to
close the affairs of said broker-dealer subsidiary and maintain the downsized
operations of the Company. An asset write down in the amount of $333,042 was
required to adjust the investment of LGSI and the Company in computer hardware
and software, furniture, and leasehold improvements.

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

Laidlaw's securities business, particularly its involvement in primary and
secondary markets in domestic and overseas markets was subject to substantial
positive and negative fluctuations caused by a variety of factors that cannot be
predicted with great certainty. These factors included variations in the fair
value of securities and other financial products and the volatility and
liquidity of global trading markets. Fluctuations also occured due to the level
of market activity, which, among other things,


                                       17
<PAGE>

affected the flow of investment dollars into bonds and equities, and the size,
number and timing of transactions or client assignments.

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

Critical Accounting Policies

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

Revenue Recognition

Securities Transactions

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

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

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

Investment Banking Fees

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

Corporate Finance Fees

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

Asset Management Fees

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

Impairment of Long-Lived Assets

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

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in


                                       18
<PAGE>

income in the period that includes the enactment date. The Company records a
valuation allowance on deferred tax assets when appropriate to reflect the
expected future tax benefits to be realized. In determining the appropriate
valuation allowance, certain judgments are made relating to recoverability of
deferred tax assets, use of tax loss carryforwards, level of expected future
taxable income and available tax planning strategies. These judgments are
routinely reviewed by management. For further discussion, see Notes A and L to
the Consolidated Financial Statements in the Company's Annual Report on Form
10-K for the year ended December 31, 2002.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of December 31, 2002, the Company did not have any derivatives, non
fixed-interest debt or hedges outstanding. Therefore, the Company was not
subject to interest rate risk.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Internal Controls

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

Recent Developments

As previously reported in the Current Reports on 8-K of the Company dated
November 8, 2002 and November 27, 2002, on September 20 and 24, 2002,
respectively, Messrs. Jean-Marc Beaujolin and Carlos P. Campbell resigned as
directors. On November 5, 2002, Messrs. Jack Takacs and Michael K.McCraw
resigned as directors. In order to reduce operating expenses, management has
elected not to renew its directors' and officers' ("D and O") liability
insurance coverage. Nor has it acquired retroactive coverage. On November 13,
2002, Stanley Ira Birnbaum, attorney at law, was elected to the Board of
Directors of the Company.

As previously reported in the Current Report on Form 8-K of the Company dated
November 8, 2002, the Company dismissed Eisner LLP (formerly Richard A. Eisner &
Company, LLP) as independent accountant on November 5, 2002. On November 4,
2002, the Company engaged Weinick Sanders Leventhal & Co,LLP as its new
independent accountant for fiscal year ended December 31, 2002. The Company's
decision to replace Eisner is in line with management's efforts to reduce
operating expenses.

On November 19, 2002, a new subsidiary Laidlaw Properties, Inc. was incorporated
in the state of Delaware under the General Corporation Law. Through this
subsidiary, the Company will commence its investment property business and other
real estate ventures. Laidlaw Properties intends to concentrate on the
development of resort properties. The Prince William Whittier, Alaska property
would be the first such property. However, the completion of this transaction is
still subject to further due diligence. Then Laidlaw Properties plans to expand
its portfolio by acquiring other income producing properties. Laidlaw Properties
has determined that it should focus on the vacation ownership resort,
development, management, and sales industries, with a particular emphasis on
acquiring properties in the Sunbelt of the United States. The cash flow and net
earnings that are generated from timeshare projects, or vacation ownership, have
been confirmed by all of the major hotel companies.

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


                                       19
<PAGE>

Report on Form 8-K of the Company dated November 27, 2002, LGSI sold its list of
client accounts to Kuhns Brothers Securities Corporation for a total cash
consideration of $75,000. A negative consent transfer letter was sent to all
clients of LGSI With the cessation of operations of LGSI, Laidlaw terminated
most of its employees and retained only key personnel required to close the
affairs of said broker-dealer subsidiary and maintain the downsized operations
of the Company. An asset write down in the amount of $333,042 was required to
adjust the investment of LGSI and the Company in computer hardware and software,
furniture, and leasehold improvements.

In fiscal 2002, the Company issued 5,000,000 shares of its common stock to an
individual unrelated to the Company in a private sale for $500,000 ($.10 per
share). In January 2003, the Company issued 2,000,000 shares of its common stock
to an individual unrelated to the Company in a private sale for $148,930 ($.074
per share).

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

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

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

Global Economic and Market Developments in Fiscal 2002

The difficult global market and economic conditions that existed during fiscal
2001 worsened throughout fiscal 2002. Early in the year, there were increased
expectations of improved economic performance with the hope of lifting the
global economy from its deterioration which started in the second half of fiscal
2000. The anticipated recovery activity never materialized and global economic
growth languished.. In addition, weak corporate earnings and the emergence of
numerous corporate accounting and governance irregularities eroded investor
confidence, and the majority of global equity markets experienced sharp declines
during fiscal 2002. Most global economies experienced higher levels of
unemployment and lower levels of industrial production. Uncertainty surrounding
greater geopolitical tensions and persistent terrorist threats also made
investors become increasingly risk-averse. It is currently unpredictable when
these market and economic conditions will improve.

In Europe, economic growth was generally sluggish, with the level of business
and consumer confidence feeling the impact of difficult conditions existing in
the global economy. The levels of employment and industrial production decreased
in fiscal 2002 as compared to fiscal 2001. As a result, the majority of equity
market indices within the region declined during fiscal 2002. During the year,
the European Central Bank ("ECB") left the benchmark interest rate unchanged
until December, 2002 when the Governing Council of the ECB decided to lower the
minimum bid rate on the main refinancing operations to 2.75% starting December
11, 2002. The ECB also lowered the interest rates on the marginal lending
facility and the deposit facility by .50 basis points each to 3.75% and 1.75%,
respectively, effective December 6, 2002.

In the U.S., market and economic conditions remained difficult during fiscal
2002. Although the level of consumer spending remained generally resilient for
most of fiscal 2002, the rate of U.S. economic growth continued at a sluggish
pace. Businesses continued to slash investment spending in response to weakening
demand and declining profits. Energy costs increased, putting further downward
pressure on corporate profits. The reduced economic activity, coupled with lower
corporate earnings and uncertainty about the strength and pace of global
economic recovery, led to higher levels of unemployment to the annual average of
5.8% and decreased consumer confidence. These conditions, as well as the
reduction in the level of overall global economic activity, contributed to the
declines experienced by U.S. equity markets. In addition, investor confidence
weakened due to continuing concerns on the possible risks from global political
events and terrorism and increased concerns regarding the quality of corporate
financial reporting, corporate governance, unethical or illegal corporate
practices, and several significant corporate bankruptcies. To address the
concerns regarding growing distrust of corporate reporting and management, the
Securities and Exchange Commission (the "SEC") responded by, among other things,
requiring chief executive officers and chief financial officers of companies
with large market capitalization to certify the accuracy of certain prior
financial reports and other SEC filings. In addition, the U.S. Congress passed
the Sarbanes-Oxley Act of 2002, which includes broad legislation affecting
public companies with provisions covering corporate governance and management,
new disclosure requirements, oversight of the accounting profession and auditor
independence. Against that backdrop and with monetary policy having been eased


                                       20
<PAGE>

substantially, the Federal Open Market Committee (FOMC) decided not to make any
further rate cutbacks during the first ten months of fiscal 2002. However,
during their monthly meeting on November 6, 2002, the FOMC surprisingly decided
to cut the federal funds rate by 50 basis points to a 40-year low of 1.25
percent in order to presumably prod the laggard business economies back into
activity. Low interest would motivate consumers to keep spending and businesses
to invest, forces that would eventually bolster economic growth. During its
subsequent monthly meetings in the first quarter of fiscal 2003, the FOMC
decided to leave the federal funds rate unchanged at 1.25 percent. The Committee
believes that the hesitancy of the economic expansion was mainly attributed to
oil price premiums and geopolitical uncertainties and that, once these
uncertainties lift, as most analysts expect, the accommodative stance of
monetary policy, coupled with growth in productivity, will provide support to
stimulate improved economic activity.

These uncertain and turbulent market and economic environments adversely
affected the results of operations of Laidlaw Global Securities, Inc. (LGS or
LGSI), the remaining subsidiary of the Company, for fiscal 2002, as the net
income for each of its two business segments (brokerage and asset management)
declined from the levels in fiscal 2001. LGSI's brokerage business recorded
lower revenues from its investment banking, institutional sales and trading, and
individual securities activities in fiscal 2002 as compared with fiscal 2001.
The decline in revenues in the LGSI's asset management business reflected a
decrease in customer assets under management and supervision. The decline in the
Company's total asset management business was primarily the result of the sale
of H & R Acquisition Corp. in 2001.

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

Sale and Addition of Subsidiaries

Pursuant to an Amended and Restated Stock Purchase Agreement dated June 7, 2001
(the "Transaction"), Laidlaw sold all of its common stock holdings in
Westminster Securities Corp. The consideration consisted of: Prepayment of
$600,000 in indebtedness of Westminster to the Company; payment of $100,000 in
cash at the closing of the Transaction; and payment of $300,000 plus interest at
10% per annum payable in two installments of principal of $150,000 and interest
due on April 19, 2002 and April 19, 2003; and transfer to the Company of the
4,500,000 shares of the Company's common stock valued at $1,890,000. The Company
recorded a loss of $1,611,072 pursuant to this transaction which represents a
write-down of the Company's investment in Westminster to net realizable value.

Pursuant to a Stock Purchase Agreement dated December 21, 2001, the Company sold
its common stock interest in HRAC, the parent company of Howe & Rusling, Inc., a
money management firm, to Third Security Management, Inc.("3rd Security").
Consideration consisted of $5 million in cash which was received in December,
2001 with the balance of the sale proceeds of $2,289,000, subject to certain
post-closing adjustments, was to be paid on or prior to April 1, 2002, in
accordance with a promissory note issued by 3rd Security. Although no claims
were asserted prior to December 31, 2001, 3rd Security did raise claims for
offsets as provided by the Stock Purchase Agreement, which were settled by the
Company. After credit for offsets the Company received $1,915,000 in March 2002
as the final payment of the purchase price. The Company recognized a gain on the
sale of HRAC of $4,557,606, after giving effect to the aforementioned offsets.

David Bottoms, an investment manager with whom the Company had a previous
relationship, also sold his entire interest in HRAC at the same time as the
Company. The Company was able to secure the services of Mr. Bottoms as a
consultant for 3 years at an annual fee of $100,000 to assist in the rebuilding
and restructuring of the investment management business of the Company. The
Company and David Bottoms are now in litigation.

In connection with the closing down the operations of GGI, holders of shares of
GGI who were not affiliates of Laidlaw were given the opportunity to exchange
their GGI shares for shares of Laidlaw on a one for one basis and holders of
1,126,759 shares accepted the offer. Affiliates or former affiliates of Laidlaw
were given an opportunity to exchange their GGI shares for shares of Laidlaw on
a less favorable basis and 9,620,004 shares were exchanged for 4,500,000 shares
of Laidlaw. During the period January 1, 2002 through April 30, 2002, an
additional 263,477 shares of GGI were exchanged for a like number of shares of
Laidlaw. In 2001, the Company recognized a charge to operations of $1,271,420
representing the fair value of the Company's common stock issued in the
exchange. Also during 2001, an asset write-down in the amount $2,353,127 was
recorded to adjust Globeshare's investment in computer hardware and customized
application software to their estimated net realizable value.


                                       21
<PAGE>

With the difficult market conditions that prevailed starting the second half of
fiscal 2000, LGSI experienced continued losses and erosion of capital despite
management's persistent efforts to cut costs and find new avenues for revenue
generation. In the last quarter of fiscal 2002, the Company's management deemed
LGSI was no longer a viable operation to maintain. On or about November 19,
2002, LGSI, the wholly owned registered broker-dealer subsidiary of Laidlaw,
filed with the Securities and Exchange Commission a Uniform Request Withdrawal
from Broker-Dealer Registration effective November 13, 2002. LGSI also filed a
Notice of Withdrawal as an Investment Adviser. In conjunction with this and as
previously reported in the Current Report on Form 8-K of the Company dated
November 27, 2002. LGSI sold its list of client accounts to Kuhns Brothers
Securities for a cash consideration of $75,000. A negative consent transfer
letter was sent to all clients of LGSI With the cessation of operations of LGSI,
Laidlaw terminated most of its employees and retained only key personnel
required to close the affairs of said broker-dealer subsidiary and maintain the
downsized operations of the Company. An asset write down in the amount of
$333,042 was required to adjust the investment of LGSI and the Company in
computer hardware and software, furniture, and leasehold improvements.

On November 19, 2002, a new subsidiary Laidlaw Properties, Inc. was incorporated
in the state of Delaware under the General Corporation Law. Through this
subsidiary, the Company will commence its investment property business and other
real estate ventures. Laidlaw Properties intends to concentrate on the
development of resort properties. The Prince William Whittier, Alaska property
would be the first such property. However, the completion of this transaction is
still subject to further due diligence. Then Laidlaw Properties plans to expand
its portfolio by acquiring other income producing properties. Laidlaw Properties
has determined that it should focus on the vacation ownership resort,
development, management, and sales industries, with a particular emphasis on
acquiring properties in the Sunbelt of the United States. The cash flow and net
earnings that are generated from timeshare projects, or vacation ownership, have
been confirmed by all of the major hotel companies.

On February 14, 2003, Phoenix Securities Corp., which was incorporated in
Delaware under the General Corporation Law in September, 2001 and was
inoperative until then, was added as a new subsidiary of the Company. Phoenix
Securities Corp. offers a range of innovative investment strategies, and
financial services. Phoenix Securities Corp. provides its clients with a unique
opportunity to extend their investment offerings to key international markets.
Once appropriately licensed and registered, it will assist international
companies who require access to the U.S. capital markets. Laidlaw has years of
experience in building strategic alliances and investment relationships, as well
as advising on mergers and acquisitions and related financing opportunities.
Until it has completed the process of registration and obtained the necessary
licenses, the newly formed subsidiary of Laidlaw is limiting itself to
investment banking services that do not require a registration as a
broker-dealer. It has recently completed its first assignment by issuing a
fairness opinion for a fee in the corporate merger of a publicly traded entity.

Results of Operations for the Years Ended December 31, 2002 and 2001

Laidlaw posted a loss of $4.6 million in fiscal 2002, compared to the net loss
of $11.2 million in fiscal 2001. While there was a decrease in the net loss,
losses continued due to the adverse economic conditions experienced both
domestically and internationally. Generally weak stock prices in emerging
markets, coupled with low trading volume, adversely affected Laidlaw.

Domestically, the steep decline of NASDAQ had a great impact on Laidlaw, as its
institutional clients focused their investments in the technology sector. The
combination of sharp reduction in commission revenues from overseas markets, the
drop in volume received from institutional investors, the cessation of
operations of LGSI, and the sale of loss generating subsidiaries in fiscal 2001,
have resulted in a decrease of approximately $6.6 million in net loss from
operations in fiscal 2002 as compared to fiscal 2001. In addition, the Company
recorded credits of $289,879 in May 2002 related to the settlement of a
liability and $754,712 in September 2002 related to the reversal of a charge
pertinent to stock options subject to variable pricing.

Basic and diluted loss per common share was $.15 in 2002 compared to a basic and
diluted loss per share of $.43 in 2001.

Operations of two subsidiaries, Laidlaw Global Securities, Inc. and Globeshare
Group, Inc., significantly contributed to the loss incurred during fiscal 2002.
Laidlaw Global Securities, Inc. saw a sharp decrease in its commissions volume
strictly related to the market performance of the emerging global markets and
the NASDAQ market in the U.S. Globeshare Group, Inc. still incurred interest
expense on the note payable which was fully paid in August, 2002 and on
equipment lease contracts. With the difficult market conditions that prevailed
starting the second half of fiscal 2000, LGSI experienced continued losses and
erosion of capital despite management's persistent efforts to cut costs and find
new avenues for revenue generation. In the last quarter of fiscal 2002, the
Laidlaw's management deemed LGSI was no longer a viable operation to maintain.
On or about November 19, 2002, LGSI filed with the Securities and Exchange
Commission a Uniform Request Withdrawal from Broker-Dealer Registration
effective November 13, 2002. LGSI also filed a Notice of Withdrawal as an
Investment Adviser.


                                       22
<PAGE>

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

Brokerage commission revenues which represent 104% and 43% of total revenues for
fiscal years 2002 and 2001, respectively, are geographically categorized as
follows:

For the year ended December 31, 2002, LGSI generated revenues of $291,168
from its activities on behalf of foreign and U.S. institutional customers and
$1.9 million from it activities in the U.S. markets. For the year ended December
31, 2001, revenues of $280,071 were generated from the activities of LGSI on
behalf of foreign and U.S. institutional customers and $4.9 million were
generated from the activities of LGSI and Westminster Securities Corporation in
the U.S. markets. Globeshare generated $898,955 revenues from online trading
U.S. and overseas customers. Laidlaw International generated revenues of $1.1
million from the transactions in the French market and other European Union
countries, in particular, the German market. The investors transacting in the
U.S. markets are both U.S. and non U.S. entities and individuals.

Asset Management fees from LGSI amount to $195,973 for the year ended December
31, 2002, which represent 9% of the Company's revenue for the period. Asset
Management fees from Howe & Rusling and partly from LGSI amount to $4.9 million
for the year ended December 31, 2001, which represent 30% of the Company's
revenue for the period. Corporate finance fees of LGSI amount to $164,722 and
$208,436 for the years ended December 31, 2002 and December 31, 2001,
respectively, which represent 8% and 1% of the Company's revenue for the
respective periods. Trading loss of LGSI amount to $756,511 for the year ended
December 31, 2002.Trading profit of LGSI, Laidlaw International, S.A. and
Westminster amount to $3,652,317 for the year ended December 31, 2001, which
represents 22% of the Company's revenue. Other revenue, which consists
principally of interest income and rebates on securities trades, amount to
$312,407 and $579,098 for the years ended December 31, 2002 and December 31,
2001, respectively, which represent 15% and 3% of the Company's revenue for the
respective periods.

Income from sale of subsidiary amounting to $4,557,606 represents the gain from
the sale of the H & R Acquisition Corp. subsidiary in December, 2001.

Salaries and other employee costs for the year ended December 31, 2002 decreased
to $1.9 million from $8.9 million for the year ended December 31, 2001. The
decrease in this expense for the year primarily relates to the reduction of
personnel in LGSI and the eventual cessation of its operations, the cessation of
operations of Globeshare, Inc. and Laidlaw International, and the sale of
Westminster and H & R Acquisition Corp.

The Company recorded a net credit of $754,712 for the year ended December 31,
2002 related to stock options subject to variable pricing. The net credit
resulted in a corresponding decrease in additional paid-in capital.

Commissions expense for the year ended December 31, 2002 decreased to $1.1
million from $4.6 million for the year ended December 31, 2001. The decrease is
attributable to the decrease in commission revenue.

Clearing expenses for the year ended December 31, 2002 decreased to $273,118
from $1.8 million for the year ended December 31, 2001. Clearing expenses, which
primarily consist of amounts paid to the broker-dealers' clearing agent for
processing and clearing customers' trades, reflect the reduction in such
expenses related to the decline in commission revenue.

Rent and utility expenses for the year ended December 31, 2002 decreased to
$738,270 from $1.6 million for the year ended December 31, 2001. Rent and
utility expenses include cost of leasing office space and space with our
Internet service provider. The decrease is primarily attributable to the rental
income received from Westminster Securities Corp. starting June 2001, the
increase in rental income from the sublease of another office space in New York
to a non-affiliated party, the sale of H & R Acquisition Corp., and the
cessation of the Laidlaw International operations.

Depreciation and amortization expenses for the year ended December 31, 2002
decreased to $346,666 from $2.2 million for the year ended December 31, 2001.
Depreciation and amortization expenses, which include depreciation of equipment
and amortization of software development costs, decreased primarily due to the
asset write down recorded in 2001 to adjust Globeshare's investment in computer
hardware and customized application software to their net realizable value, to
the sale of Westminster and H & R Acquisition Corp. and the cessation of
operations of Laidlaw International.

Client-related marketing expenses for the year ended December 31, 2002 decreased
to $9,129 from $402,049 for the year ended December 31, 2001. The decrease in
client-related marketing expenses resulted from the efforts of management in
reducing costs as well as the sale of Westminster and H & R Acquisition Corp.
and the cessation of operations of Globeshare and Laidlaw International.

Travel and entertainment expenses for the year ended December 31, 2002 decreased
to $229,539 from $422,695 for the year ended December 31, 2001. The decrease in
travel and entertainment expenses are also attributed to the efforts of
management to


                                       23
<PAGE>

minimize costs in light of the difficult market conditions that continually
persisted in 2002, as well as the sale of Westminster and H & R Acquisition
Corp. and the cessation of operations of Globeshare and Laidlaw International.

Professional fees for the year ended December 31, 2002 decreased to $1.3 million
from $2.1 million for the year ended December 31, 2001. The increase in audit
fees pertinent to the change of auditors in March, 2002 and the year-end audit
of Laidlaw International in France was offset by the decrease in professional
fees with the sale of Westminster and H & R Acquisition Corp. and the cessation
of operations of Globeshare and Laidlaw International.

Dues and assessments for the year ended December 31, 2002 decreased to $146,104
from $510,487 for the year ended December 31, 2001. The decrease in dues and
assessments resulted from reduction of the registration fees paid to the NASD
and the various states by Laidlaw Global Securities with the resignation of
certain personnel and from the diminished state corporate income taxes. The sale
of Westminster in June, 2001 and H & R Acquisition Corp. in December, 2001 as
well as the cessation of operations of Globeshare, Inc. and Laidlaw
International also contributed to the reduction of dues.

Communications and information systems expenses for the year ended December 31,
2002 decreased to $697,739 from $1.8 million for the year ended December 31,
2001. Communications and information systems expenses, which include telephone,
quotes and other information costs, decreased due to the reduction of services
with the cessation of operations of Globeshare, Inc. and Laidlaw International
in the last quarter of 2001 and the sale of Westminster Securities effected in
June, 2001.

Interest expense for the year ended December 31, 2002 decreased to $109,917 from
$753,240 for the year ended December 31, 2001. The decrease in interest expense
for fiscal 2002 resulted from the settlement of most of the borrowings by the
Company in 2001 and the elimination of the carrying costs charged by the
clearing brokers of the Westminster and Laidlaw International. subsidiaries for
their inventory positions.

There was no amortization of goodwill for the year ended December 31, 2002 as
compared to the charge of $328,862 for the year ended December 31, 2001. All the
goodwill were written off upon the sale of the Westminster and H & R Acquisition
Corp. subsidiaries.

Provision for doubtful accounts of $155,990 and $629,993 for the years ended
December 31, 2002 and December 31, 2001, respectively, were recorded to provide
for certain receivables from customers which have become doubtful of collection
and to write off receivables that are deemed uncollectible.

Net gain on sale of subsidiaries of $238,530 for the year ended December 31,
2002 represents a $275,000 reversal of accrued equipment lease of Laidlaw
International, $35,264 additional expense incurred by the Company in March, 2002
pertinent to the final settlement of the cessation of operations of the Laidlaw
International subsidiary as required by the French administrator, and $1,206
loss on the cessation of operations of Laidlaw Pacific (Asia), a subsidiary that
was not operational since its acquisition.

The Company recognized a credit of $289,879 for the year ended December 31, 2002
pertinent to the settlement in June, 2002 of the claims by and counterclaims
against Plural, a software developer.

An asset write down in the amount of $333,042 was required in fiscal 2002 to
adjust the investment of LGSI and the Company in computer hardware and software,
furniture, and leasehold improvements to their estimated net realizable value.

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

Pertinent to the abandonment of the operations of Laidlaw International, S.A. in
2002 (see Recent Developments), the Company recognized a loss of $0.7 million
for fiscal 2001 to write off the value of the investment in the subsidiary.

As previously reported in the Current Report on Form 8-K of the Company dated
December 4, 2001, the sale of H & R Acquisition Corp. was closed on December 21,
2001. All transaction documents were held in escrow to December 26, 2001 when
the transfer of the initial price was finalized. The parties agreed to treat
December 26, 2001 as the effective date of the transaction for financial
purposes. The Company recognized a gain of $4.6 million as a result of the sale
and after deducting offsets from the final payment received in March, 2002.

During 2001, an asset write down in the amount of $2.35 million was required to
adjust the investment of the Globeshare Group, Inc. subsidiary in computer
hardware and customized application software to their estimated net realizable
value.

Charges of $73,708 and $1.3 million were recognized in fiscal 2002 and fiscal
2001, respectively, pertinent to the exchange of the shares Globeshare Group,
Inc. for shares of Laidlaw.


                                       24
<PAGE>

All other expenses for the year ended December 31, 2002 decreased to $454,076
from $1.5 million for the year ended December 31, 2001. These expenses consist,
among other things, of office supplies, insurance, and other miscellaneous
expenses. The decrease in these expenses, net of the increase in these expenses
related to the Laidlaw International subsidiary operations, resulted from the
reduced cost of operations stemming from the contraction in the volume of
operations, the cessation of operations of Globeshare, Inc. and Laidlaw
International and the sale of Westminster and H & R Acquisition Corp.

Liquidity and Capital Resources

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

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

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

      Phoenix Securities Corp.

      1.    Undertake about four transactions a year with an ability to raise
            from $5 million to $50 million for each client company.

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

     Laidlaw Properties. Inc.

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

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

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

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

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

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

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

Item 7. Financial Statements.


                                       25
<PAGE>

In response to this Item, financial information contained on pages 39 to 68 of
this Annual Report for the year ended December 31, 2002 is incorporated herein
by reference.

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

Our former independent accountant Grant Thornton ("Grant") resigned on March 5,
2002. On March 11, 2002, we engaged Eisner LLP (formerly Richard A. Eisner &
Company, LLP) ("Eisner") as our new independent accountants for fiscal year
ended December 31, 2001. The resignation came about as a result of questions
with respect to the cancellation and pricing of options of Laidlaw that were
raised by Grant in late 2001. For fiscal years ended December 31, 2000 and 1999,
there were no disagreements between us and Grant in connection with our
financial reports. Further, the reports did not contain any adverse opinion nor
were they qualified as to uncertainty, audit scope or accounting principles.

In connection with the cancellation and repricing of stock options of Laidlaw,
Grant determined that they could no longer rely on the representations of
management and were unwilling to be associated with the financial statements
prepared by management. In addition, they believed that our internal controls
were materially deficient with respect to reporting corporate actions
accurately. An independent director and special counsel discussed the matter
with Grant and submitted reports concluding that no unlawful or deceptive
practice, or fraudulent conduct was engaged in any time by our Company, its
officers or board members. The reports did recommend changes in procedural
controls which have been implemented. We authorized Grant to fully respond to
inquiries of Eisner regarding the cancellation and pricing of the stock options
at issue.

On November 5, 2002, Eisner LLP was dismissed as independent accountant for
Laidlaw Global Corporation. On November 4, 2002, Laidlaw engaged Weinick Sanders
Leventhal & Co., LLP as its new independent accountant for fiscal year ended
December 31, 2002. Laidlaw's decision to replace Eisner is in line with
management's overall efforts to reduce operating expenses.

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

Directors and Executive Officers

Name                       Age       Position
----                       ---       --------
Larry D. Horner**          68        Chairman of the Board and Director

Roger Bendelac             46        Chairman, Chief Executive Officer,
                                        Secretary and Director

Jean-Marc Beaujolin*****   55        Director

Philip Connor III***       41        Director

Carlos C. Campbell******   65        Director

Harit Jolly                42        President, Chief Operating Officer,
                                        and Director

Jack Tacaks*******         56        Director

Michael McCraw*******      51        Director

John P. O'Shea*            46        Director

Marc Riez****              39        Director


                                       26
<PAGE>

Arthur James Niebauer*     44        Director

David Cohen                61        Director

Stanley Ira Birnbaum       55        Director

* Resigned effective April 11, 2001.

** Resigned effective December, 2001.

*** Resigned effective January, 2002.

**** Resigned effective February, 2002.

***** Resigned effective September 20, 2002.

****** Resigned effective September 24, 2002.

******* Resigned effective November 5, 2002.

Roger Bendelac has been Chairman since April 2001. He has also been the Chief
Executive Officer since October 2000. He has served as Secretary and Director of
the Company since June 1999. He served as the Chief Financial Officer from June
1999 to September 2000. From July 1998 to November 1999, Mr. Bendelac served as
Chief Financial Officer, Secretary and as a Member of the Board of Laidlaw
Holdings. He has also served as an executive officer and a director of Laidlaw
Global Securities since March 1999 and as President and Chief Financial Officer
of Globeshare Group, Inc. from its inception in February of 1999 to June 2001.

From 1989 to 1997, Mr. Bendelac served as an investment executive with
Westminster Securities Corporation. Simultaneously from 1988 to 1991, Mr.
Bendelac served as the Co- Chairman and Chief Executive officer of REB Futures,
Inc., a then CFTC -NFA registered Commodity Pool Operator and Commodity Trading
Advisor.

Prior to that Mr. Bendelac was a Senior Vice President in the International
Department of Shearson Lehman Hutton, Inc. and a Senior Vice President for Sales
at Oppenheimer & Co., Inc. Mr. Bendelac is a Graduate of the Institut d'Etudes
Politiques of the Univerisity 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 May 1980.

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 1993, Mr. Beaujolin
has served as the Chairman of the Board of Europe Continents Holding, a holding
company principally engaged in distribution, real estate and financial services
in South East Asia. Europe Continents Holding deals specifically in industrial
goods and equipment such as medical supplies, laboratory and educational
equipment.

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 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.

Jack Takacs joined Pacific USA in June, 2001 as its Chief Executive Officer. He
directs all U.S. operations and coordinates the activities of Pacific USA with
each operating subsidiary. Mr. Takacs was a Partner and Managing Director of
Stone Pine Companies, a principal investor, private equity money manager and
fund administrator. Mr. Takacs directed the activities of Stone Finance in
structured finance and consumer receivables securitizations. Mr. Takacs was also
Director of Corporate Finance for Cornerstone Partners, a subsidiary of GKM, a
New York Stock Exchange member firm. Over his career with various entities,


                                       27
<PAGE>

Mr. Takacs has placed in excess of $8 billion debt and equity securities in a
variety of real estate, corporate finance and consumer finance transactions.

Michael McCraw is currently President of Pacific USA. He was appointed Chief
Operating Officer in 2001 and has been the Chief Operating Officer since 1989.
Additionally, from 1995 to 2000, he served as President and Chief Operating
Officer of Pacific Realty Group ("PRG") and Chairman of Newmark Homes Corp., a
PRG subsidiary. Mr. McCraw was employed with KPMG Peat Marwich, LLP from 1974 to
1989.

Harit Jolly joined the Company in August, 1998 and has served as its President
and Chief Operating Officer since April, 2001. From 1992 to 1996, he held
various positions at H.J. Meyers & Co. and was their Director of Research when
he left the firm. Prior to joining H.J. Meyers, he served in various capacities
with the Value Line Group and was a Senior Equities Analyst when he left the
firm in 1992. Mr. Jolly was also the founder of and Director of Funds 99, LLC,
the General Partner of an investment partnership that invested in the capital
markets of India. Mr. Jolly is a graduate of the Indian Institute of Technology,
Kharagpur, India. He earned a graduate degree in Management from the Georgia
Institute of Technology.

David Cohen, a graduate of New York Law School, is admitted to practice in front
of the United States Supreme Court, United States Court of Appeals for the
Second Circuit and various other courts. He is a member of various Boards and he
is currently counsel to the New York law firm of Herzfeld & Rubin, P.C. and was
formerly a partner with Cohen & Lippman LLP He joined the Board of Laidlaw
Global Corporation on April 26, 2002 and serves as the Chairman of the Audit
Committee.

Stanley Ira Birnbaum, an attorney-at-law, is a member of New York State Bar,
Appellate Division, Second Department since February 1973 and of the Suffolk
County Bar Association and was admitted to the United States District of Court
for the Southern District of New York, the United State District Court for the
Eastern District of New York, the United States Circuit Court of Appeals and the
United States Supreme Court. He joined the Board of Laidlaw Global Corporation
on November 13, 2002 and serves as a member of its Audit Committee.

Committees on the Board

The Board of Directors has established a Stock Option Committee, composed of
David Cohen and Stanley Ira Birnbaum, both of whom are independent parties, 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. Roger Bendelac and David Cohen. 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. David Cohen and Stanley Ira Birnbaum, both of whom are independent
directors. 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.

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:

         Roger Bendelac - Director
         Harit Jolly - Director

While Pacific USA Holdings Corp. has filed an appropriate Form 3 with the
Commission, Messrs. Takacs and McCraw, officers of Pacific USA have not filed
Form 3s in their capacities as directors of the Company.


                                       28
<PAGE>

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 2002, 2001, 2000, and 1999.


                                       29
<PAGE>

                           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, Chairman, Chief
Executive Officer, and Secretary      2002        125,204            --               --         --            7,835
                                      2001        130,000            --           50,000         --            7,577
                                      2000        165,000        30,000          150,000         --           52,907
                                      1999        101,250        98,000           62,700         --          177,067

Harit Jolly, President and Chief
Operating Officer                     2002        120,321            --               --         --              883
                                      2001        112,708            --           50,000         --               --
                                      2000        100,333        30,000          100,000         --               --
                                      1999         82,062        32,500               --         --               --

Anastasio Carayannis *                2000        138,750            --               --                     170,157
                                      1999        175,000       302,000           62,700         --          629,469

Daniel Bendelac **                    2000        165,000        19,526          100,000         --               --
                                      1999        150,000       134,103           62,700         --               --
</TABLE>

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.


                                       30
<PAGE>

Options Granted

The following table sets forth information with respect to stock options granted
between May 15, 1997 and March 31, 2003 to executive officers of Laidlaw and its
subsidiaries.

                                 OPTIONS GRANTED

<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),(4)
                           Options         ended March 31,      Share(4)       Expiration
Name                       Granted(1)      2003(2)              ($)            Date              5%($)       10%($)
----                       ----------      -------              ---            ----              -----       ------
<S>                        <C>             <C>                   <C>            <C>              <C>         <C>
Roger Bendelac             225,000(5)      3.00%                 .25            1/15/03             --           --

                            62,700          .83%                 .25            5/28/04          1,127        2,286

                           150,000         2.00%                 .25            8/22/05          5,222       10,903

                            50,000          .67%                 .25            1/02/06          1,970        4,138

                           215,000         2.87%                 .10            2/12/08          6,112       13,559

Harit Jolly                  9,000          .12%                 .25            7/15/03             61          122

                           100,000         1.33%                 .25            8/22/05          3,481        7,268

                            50,000          .67%                 .25           01/02/06          1,970        4,138

                           225,000         3.00%                 .10           02/12/08          6,396       14,189
</TABLE>


                                       31
<PAGE>

----------
(1) Such options are incentive options granted pursuant to and in accordance
with the Company's Stock Option Plan.

(2) Based on an aggregate of 7,500,250 options granted to employees during the
period beginning May 15, 1997 and ending March 31, 2003.

(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.

(4) On October 1, 2001, all outstanding options were repriced to $.25 and the
fair market value of the common stock on that date was $.19.

(5) These options were not exercised and expired on January 15, 2003.

Aggregate Option Exercises and Option Values

The following table sets forth information as of March 31, 2003 with respect to
exercisable and unexercisable stock options held by the executive officers of
Laidlaw and its subsidiaries.


                                       32
<PAGE>

                 AGGREGATE OPTION EXERCISES AS OF MARCH 31, 2003

<TABLE>
<CAPTION>
                                                                  Number of Securities        Value of Unexercised
                                                                  Underlying Unexercised      In-the-Money Options at
                               Shares                             Options at March 31,        March 31, 2003
                               Acquired on     Value Realized     2003 Exercisable /          Exercisable /
 Name                          Exercise (#)    ($)                Unexercisable               Unexercisable
-----                          ------------    ------             -------------               -------------
<S>                                 <C>        <C>                 <C>                            <C>
Roger Bendelac                      --         --                  477,700 / 0                    --

Harit Jolly                         --         --                  384,000 / 0                    --
</TABLE>


                                       33
<PAGE>

Executive Officer Employment Agreements

In July of 2001, we entered into a 3 year employment agreement with Mr.
Bendelac. The agreement provided for an annual base salary of $165,000
(increasing to $200,000 if the we successfully complete a debt or equity funding
of a least $3,000,000). In addition to the base salary, Mr. Bendelac shall
receive a minimum annual performance bonus of the greater of $25,000 or 3% of
the our net income. Mr. Bendelac shall also receive a 40% payout on all
commissions generated from his customer accounts. Mr. Bendelac is eligible to
participate in all our employee benefit plans. During the term of the employment
agreement Mr. Bendelac shall be reimbursed for his reasonable business expenses.
Mr. Bendelac has agreed not to compete with us during the term of employment.
The 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 agreement also includes customary provisions to
protect our confidential information and ensure that we will own, among other
things, customer lists, products and pricing and financing techniques.

In July of 2001, we entered into a 3 year employment agreement with Mr. Jolly.
The agreement provided for an annual base salary of $125,000 (increasing to
$150,000 if the we successfully complete a debt or equity funding of a least
$3,000,000). In addition to the base salary, Mr. Jolly shall receive a minimum
annual performance bonus of the greater of $25,000 or 10% of the our net income.
Mr. Jolly is eligible to participate in all our employee benefit plans. During
the term of the employment agreement Mr. Jolly shall be reimbursed for his
reasonable business expenses. Mr. Jolly has agreed not to compete with us during
the term of employment. The 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 agreement also includes
customary provisions to protect our confidential information and ensure that we
will own, among other things, customer lists, products and pricing and financing
techniques.

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, 2003 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)                8,341,983                   22.03%

Pacific USA Holdings Corp.(3)             9,791,983                   25.86%

Roger Bendelac(5)                           477,700                    1.26%

Roger Bendelac Family L.P.(5)             1,318,525                    3.48%

Harit Jolly(8)                            1,054,000                    2.78%

Grand Agency International(4)             2,076,516                    5.48%

Societe d'Equipment
Generale Internationale(4)                  401,000                    1.41%

Donald J. Williamson(6)                   5,000,000                   13.20%

Jeffrey Pattinson(7)                      2,000,000                    5.28%

All Directors and Executive
Officers as a Group                       1,531,700                    4.04%
</TABLE>


                                       34
<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, 2003 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, 575 Madison Avenue, New York, New York
10022.

(2) Percentage beneficially owned is based upon 35,132,565 shares of common
stock issued and outstanding as of March 31, 2003 including 2,736,954 shares of
common stock issuable upon exercise of outstanding warrants and employee stock
options including: (a) 1,544,454 Common Stock Purchase Warrants; and (d)
1,192,500 employee stock options exercisable within 60 days of March 31, 2003.

(3) The address for PUSA Investment Company is 2740 North Dallas Parkway, Suite
200, Plano, Texas 75093. PUSA Investment Company is a subsidiary of Pacific USA
Holdings Corp. Pacific USA Holdings Corp. beneficial ownership includes the
8,341,983 common shares held by PUSA Investment Company.

(4) The address for Grand Agency International is 3 Albert Gos Str, Geneva 1206
Switzerland. Jean-Marc Beaujolin, a former director of Laidlaw, is the Chairman
of Grand Agency International. Based on a recent information furnished by Mr.
Beaujolin, the Laidlaw shares of Grand Agency International will be transferred
to its parent company Societe d'Equipment Generale International ("SEGI"), which
in turn is a subsidiary of Europe Continents Holding.

(5) Includes 477,700 shares of common stock issuable upon the exercise of
options exercisable within 60 days of March 31, 2003. Roger Bendelac disclaims a
beneficial interest in the shares owned by Roger Bendelac Family L.P.

(6) The address for Donald J. Williamson is 3425 Parkside Drive, Flint, MI
48503.

(7) The address for Jeffrey Pattinson is 23 Brooks Mews, Mayfair, London.

(8) Includes 384,000 shares of common stock issuable upon the exercise of
options exercisable within 60 days of March 31, 2003.

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. The holders of Euro-Notes aggregating $1,876,000 in
principal amount have exchanged their notes for shares of common stock of
Laidlaw.


                                       35
<PAGE>

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. The holders of Convertible Notes aggregating $8 million
in principal amount have converted their notes into shares of common stock of
Laidlaw.

Loan from PUSA Investment Company

In August, 2001, Laidlaw obtained a loan of $1,450,000 from Pacific USA
Holdings, Corp., of which Laidlaw received $1,000,000 and the balance of
$450,000 was used to pay off outstanding 12% Senior Secured Euro Notes in
December, 2001. This loan and the corresponding interest of $44,418 was fully
paid in December, 2001. In connection with this loan, 1,450,000 warrants were
issued to Pacific USA Holdings Corp.

In September, 2001, Laidlaw obtained a short term 7% loan of $400,000 from
Pacific USA Holdings, Corp. This loan was paid in full in October, 2001.

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 former 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, Inc. 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.

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 26.75% 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.

Exchange of Shares of Globeshare Group, Inc. for Shares of Laidlaw Global Corp.

In connection with closing down of the operations of GGI, holders of shares of
GGI who were not affiliates of Laidlaw were given the opportunity to exchange
their GGI shares for shares of Laidlaw on a one for one basis and in 2001,
Holders of 1,126,759 shares accepted the offer. Affiliates or former affiliates
of Laidlaw were given an opportunity to exchange their GGI shares for shares of
Laidlaw on a less favorable basis and 9,620,004 shares were exchanged for
4,500,000 shares of Laidlaw. During the period January 1, 2002, through April
30, 2002, an additional 263,427 shares of GGI were exchanged for a like number
of shares of Laidlaw.


                                       36
<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
23.1           Consent of Independent Auditor.
23.2           Consent of Independent Auditor.
23.3           Consent of Independant Auditor.

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

On November 8, 2002, Laidlaw filed a Current Report on Form 8-K announcing its
decision to dismiss Eisner LLP as its independent accountant for fiscal year
ended December 31, 2002 and engage


                                       37
<PAGE>

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

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

SIGNATURES

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,
                                          Chairman, Chief Executive Officer,
                                          Secretary and Director


                                          /s/  Roger Bendelac
                                          ---------------------------------
                                          Roger Bendelac
                                          Chief Financial Officer

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/ Roger Bendelac
------------------------   Chairman, Chief Executive Officer,     April 15, 2003
Roger Bendelac               Secretary and Director

/s/ Harit Jolly
------------------------   President, Chief Operating Officer,    April 15, 2003
Harit Jolly                  Director

/s/ Stanley Ira Birnbaum
------------------------   Director                               April 15, 2003
Stanley Ira Birnbaum

/s/ David Cohen
------------------------   Director                               April 15, 2003
David Cohen


                                       38
<PAGE>

INDEPENDENT AUDITORS' REPORT

      To the Board of Directors and Stockholders

Laidlaw Global Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheet of Laidlaw Global
and Subsidiaries (the "Company") as of December 31, 2002, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year then ended. The 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 audit.

We conducted our audit 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 audit provides 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 Laidlaw Global
Corporation and Subsidiaries at December 31, 2002, and the consolidated results
of their operations and their consolidated cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note A to the
consolidated financial statements, the Company has suffered recurring losses
from operations, has net cash outflows from operating activities, is
anticipating continuing losses and believes it will require additional sources
of funding during 2003 to maintain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note A. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


                                        /s/ WEINICK SANDERS LEVENTHAL & CO., LLP

New York, New York
March 25, 2003


                                       39
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
    Laidlaw Global Corporation

We have audited the consolidated statements of operations, changes in
stockholders' equity (deficiency) and cash flow, of Laidlaw Global Corporation
and subsidiaries for the year ended December 31, 2001. 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 audit. We did not audit the financial statements of Laidlaw International
SA, a 99.8 percent owned subsidiary, which statements reflect total revenue and
net losses of 18 percent and 16 percent, respectively, of the related
consolidated totals. Those statements were audited by other auditors whose
report has been furnished to us and included explanatory language regarding the
liquidation of Laidlaw International SA. Our opinion, insofar as it relates to
the amounts included for Laidlaw International SA, is based solely on the report
of the other auditors.

We conducted our audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the Company's consolidated results of operations and their consolidated cash
flows for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note A to the
consolidated financial statements, the Company has suffered recurring losses
from operations, has net cash outflows from operating activities, is
anticipating continuing losses and believes it will require additional sources
of funding during 2002 to maintain its operations and provide sufficient
regulatory net capital for its broker-dealer operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note A. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Eisner LLP
---------------------------------
New York, New York
April 26, 2002

With respect to the accounts of Laidlaw International S.A.
May 15, 2002


                                       40
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT
                                       ON
                            LAIDLAW INTERNATIONAL SA

Year end accounts 31 December 2001

We have audited the financial statements of LAIDLAW INTERNATIONAL SA. These
financial statements are the responsibility of the Company's management. We were
not provided with, and have not audited, financial statements for previous year.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

LAIDLAW INTERNATIONAL SA has been liquidated by decision of the Commercial Court
of Paris, France, dated 11 April 2002. The Company had previously significantly
reduced its activities since the end of 2001, and totally discontinued them on
22 March 2002.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of cash flows and of changes in stockholders'
equity present fairly, in all material respects, the financial position of
LAIDLAW INTERNATIONAL SA at December 31, 2001, and the results of its operations
and cash flows for the years ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

Paris, France on the 15th of May, 2002

COFISYS


Jean Michel MATT


                                       41
<PAGE>

                  Laidlaw Global Corporation and Subsidiaries

                           CONSOLIDATED BALANCE SHEET

December 31, 2002

                                     ASSETS

Cash and cash equivalents                                          $     28,674
Receivable from clearing broker                                          78,077
Notes receivable                                                        150,000
Deposits                                                                 17,899
Prepaid and other                                                        87,131
                                                                   ------------

                                                                   $    361,781
                                                                   ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Accounts payable and accrued expenses                                 2,850,284
Commissions and compensation payable                                      2,509
Capitalized lease obligations                                           394,643
Other payable                                                           140,000
                                                                   ------------
                                                                      3,387,436
                                                                   ------------
Commitments and contingencies
Stockholders' deficiency
    Common stock, voting, $.00001 par value; 50,000,000
       shares authorized; 38,932,865 shares issued
       and 33,132,565 shares outstanding                                    389
    Additional paid-in capital                                       39,990,807
    Accumulated deficit                                             (40,525,486)
    Treasury stock, at cost (5,632,500 shares)                       (2,491,365)
                                                                   ------------
                                                                     (3,025,655)
                                                                   ------------

                                                                   $    361,781
                                                                   ============

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


                                       42
<PAGE>

                   Laidlaw Global Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                                             2002               2001
                                                                         ------------      ------------
<S>                                                                      <C>               <C>
Revenues
    Commissions                                                          $  2,175,811      $  7,130,961
    Trading gains, net                                                       (756,511)        3,652,317
    Investment banking fees                                                    (1,669)              203
    Corporate finance fees                                                    164,722           208,436
    Asset management fees                                                     195,973         4,922,170
    Interest                                                                   62,168           295,152
    Other                                                                     250,239           283,946
                                                                         ------------      ------------
                                                                            2,090,733        16,493,185
                                                                         ------------      ------------
Expenses
    Commissions                                                             1,130,662         4,551,964
    Salary and benefits                                                     1,922,862         8,864,280
    Professional fees                                                       1,326,516         2,124,000
    Communications and information systems                                    697,739         1,826,279
    Clearing fees                                                             273,118         1,818,430
    Rent and utilities                                                        738,270         1,615,611
    Client-related marketing                                                    9,129           402,049
    Depreciation and amortization                                             346,666         2,205,086
    Amortization of goodwill                                                       --           328,862
    Interest                                                                  109,917           753,240
    Office                                                                    180,340           736,010
    Dues and assessments                                                      146,104           510,487
    Travel and entertainment                                                  229,539           422,695
    Loss from asset write offs (settlement of liabilities)                   (195,368)        4,603,410
    Provision for doubtful account                                            155,990           629,993
    Charge in connection with share exchange                                   73,708         1,271,420
    Reversal of charge related to variable option                            (754,712)               --
    Other                                                                     273,736           697,932
                                                                         ------------      ------------
                                                                            6,664,216        33,361,748
                                                                         ------------      ------------
         Loss before other income                                          (4,573,483)      (16,868,563)
    Income from sale of subsidiary                                                 --         4,557 606
                                                                         ------------      ------------
         Loss before minority interest                                     (4,573,483)      (12,310,957)
                                                                         ------------      ------------
    Minority interest                                                              --         1,120,757
                                                                         ------------      ------------
         Loss before tax                                                   (4,573,483)      (11,190,200)
         Income taxes                                                              --                --
                                                                         ------------      ------------
         Net loss                                                        $ (4,573,483)     $(11,190,200)
                                                                         ============      ============

Basic and diluted net loss per share                                           ($0.15)           ($0.43)
                                                                         ============      ============

Basic and diluted weighted average number of
    shares outstanding                                                     29,671,244        26,305,829
                                                                         ============      ============
</TABLE>

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


                                       43
<PAGE>

                  Laidlaw Global Corporation and Subsidiaries

                      CONSOLIDATED STATEMENT OF CHANGES IN
                        STOCKHOLDERS' EQUITY (DEFICIENCY)

                     Years ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                            Additional
                                                    Shares        Common      paid-in       Accumulated        Treasury
                                                    issued        stock       capital         deficit           Stock
                                                  ----------      ------   ------------    -------------      -----------
<S>                                               <C>              <C>     <C>             <C>                <C>
Balance at January 1, 2001                        27,461,929       $275    $ 37,852,961    $ (24,761,803)     $  (257,713)

Purchase of treasury stock                                                                                       (267,341)
Purchase of treasury stock
  pursuant to sale of Westminster
  Securities Corporation                                                                                       (1,890,000)
Issuance of shares pursuant to the
  exchange of Globeshare Group Inc. stock
  for Laidlaw Global Corporation stock on
  a one for one basis                              4,500,000         45         899,955
Issuance of warrants in connection with
  loan agreement                                                                222,143
Issuance of shares pursuant to the exchange
  of Globeshare Group Inc. stock for Laidlaw
  Global Corporation stock on a one for one
  basis by private placement shareholders          1,126,760         11         371,409
Issuance of common stock upon exercise of
  stock options                                      122,750          1          30,686
Charge attributable to repricing of options
  granted to employees                                                          754,714
Net loss                                                                                     (11,190,200)

                                                  ----------       ----    ------------    -------------      -----------
Balance at December 31,2001                       33,211,439       $332    $ 40,131,868    $ (35,952,003)     $(2,415,054)

Purchase of treasury stock                                                                                        (76,311)
Issuance of shares pertinent to conversion
  of note payable to common stock                    499,999          5          74,995
Issuance of shares pursuant to the
  exchange of Globeshare Group Inc. stock
  for Laidlaw Global Corporation stock on
  a one for one basis                                263,427          3          73,707
Issuance of shares for additional investment
  from outside investors                           5,000,000         50         499,950
Cancellation of shares issued in connection
  with exercise of stock option                      (42,000)        (1)        (34,999)
Reversal of charged attributable to repricing
  of options granted to employees                                              (754,714)
Net loss                                                                                      (4,573,483)

                                                  ----------       ----    ------------    -------------      -----------
Balance at December 31,2002                       38,932,865       $389    $ 39,990,807    $ (40,525,486)     $(2,491,365)
                                                  ==========       ====    ============    =============      ===========
</TABLE>

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


                                       44
<PAGE>

                                                                       Total
                                                                   ------------

Balance at January 1, 2001                                         $ 12,833,720

Purchase of treasury stock                                             (267,341)
Repurchase of shares into treasury
  pursuant to sale of Westminster
  Securities Corporation                                             (1,890,000)
Issuance of shares pursuant to the exchange of
  Globeshare Group Inc. stock for Laidlaw Global
  Corporation stock on a one to one-basis                               900,000
Issuance of warrants in connection with loan agreement                  222,143
Issuance of shares pursuant to the exchange
  of Globeshare Group Inc. stock for Laidlaw
  Global Corporation stock on a one to one
  basis by private placement shareholders                               371,420
Issuance of common stock upon exercise of
  stock options                                                          30,687
Charge attributable to repricing of options
  granted to employees                                                  754,714
Net loss                                                            (11,190,200)
                                                                   ------------

      Balance at December 31, 2001                                 $  1,765,143

Purchase of treasury stock                                              (76,311)
Issuance of shares pertinent to conversion of note
  payable to common stock                                                75,000
Issuance of shares pursuant to the
  exchange of Globeshare Group Inc. stock
  for Laidlaw Global Corporation stock on
  a one for one basis                                                    73,710
Issuance of shares for additional investment
  from outside investors                                                500,000
Cancellation of shares issued in connection
  with exercise of stock option                                         (35,000)
Reversal of charged attributable to repricing
  of options granted to employees                                      (754,714)
Net loss                                                             (4,573,483)

                                                                   ------------
Balance at December 31, 2002                                       $ (3,025,655)
                                                                   ============

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


                                       45
<PAGE>

                  Laidlaw Global Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                                       2002             2001
                                                                   -----------      ------------
<S>                                                                <C>              <C>
Cash flows from operating activities
   Net loss                                                        $(4,573,483)     $(11,190,200)
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities
       Depreciation and amortization                                   346,666         2,533,948
       Minority interest in net loss                                        --        (1,120,757)
       Income on sale of H&R                                                --        (4,557,606)
       Loss on asset write offs                                             --         4,239,199
       Provision for doubtful account                                  155,990           582,348
       Fair value of warrants issued in connection with debt                --           222,143
       Compensation expense recognized on repricing of options        (754,714)          754,714
       Charge in connection with share exchange                         73,708         1,271,420
       Loss from fixed assets write offs                                43,163                --
       (Increase) decrease in operating assets
         Receivable from clearing broker                               170,523         1,258,884
         Securities owned, at market value                             314,764           (28,990)
         Investment banking fees receivable                                 --                --
         Deposits                                                       96,835           184,487
         Prepaid and other assets                                      310,321           742,251
       Increase (decrease) in operating liabilities
         Accounts payable and accrued expenses                         341,138          (357,663)
         Commissions and compensation payable                         (241,147)          391,672
         Securities sold but not yet purchased at market value            (930)           72,371
         Deferred revenue                                              (99,722)           68,651
         Other liabilities                                              80,284           (29,720)
                                                                   -----------      ------------

         Net cash used in operating activities                      (3,736,604)       (4,962,848)
                                                                   -----------      ------------

Cash flows from investing activities
   Purchase of equipment and leasehold improvements                         --          (382,534)
   Proceeds from sale of Westminster Securities Corp                        --           700,000
   Proceeds from sale of Howe & Rustling, Inc.                              --         5,000,000
                                                                   -----------      ------------
        Net cash provided by investing activities                                      5,317,466
                                                                   -----------      ------------
</TABLE>

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


                                       46
<PAGE>

                  Laidlaw Global Corporation and Subsidiaries

<TABLE>
<CAPTION>
                                                                                   Year ended December 31,
                                                                                    2002             2001
                                                                                -----------      -----------
<S>                                                                             <C>              <C>
Cash flows from financing activities
   Repayment of notes payable                                                   $  (657,058)     $(3,129,000)
   Payments for leased equipment                                                   (286,472)        (400,177)
   Proceeds from issuance of Note Payable                                                --        3,732,058
   Payments for treasury stock                                                      (76,311)        (267,341)
   Proceeds from issuance of common stock                                           500,000           30,687
   Preceeds from notes receivable                                                 2,065,000               --
                                                                                -----------      -----------
         Net cash provided by (used in)financing activities                       1,545,159          (33,773)
                                                                                -----------      -----------

         Net (decrease) increase in cash and cash equivalents                    (2,191,445)         320,845

Cash and cash equivalents, beginning of year                                      2,220,119        1,899,274
                                                                                -----------      -----------

Cash and cash equivalents, end of year                                          $    28,674      $ 2,220,119
                                                                                ===========      ===========

Supplemental disclosures of cash flow information:
   Cash paid during the year for
     Interest                                                                   $   149,622      $   623,240

Supplemental schedule of noncash investing and financing activities

During the years ended December 31,2002 and 2001 the following transactions
   occurred:
   Equipment acquired under capital leases                                               --           43,147
   Notes received on sale of subsidiaries                                                --        2,215,000
   Securities borrowed and repaid during the year                                 2,491,114        2,176,937
</TABLE>

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


                                       47
<PAGE>

Laidlaw Global Corporation and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2002 and 2001

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Organization and Basis of Presentation

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

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

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

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

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

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

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has suffered recurring
losses and has a significant accumulated deficit as of December 31, 2002. In
addition, the Company continues to incur substantial losses. Accordingly, the
Company anticipates that it will require additional sources of funding during
2003 to maintain its operations. The Company is dependent on outside sources of
financing and is presently pursuing several alternatives, although no additional
financing is imminent. These conditions raise substantial doubt about the
ability of the Company to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

2. Principles of Consolidation


                                       48
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE A (continued)

The consolidated financial statements include the accounts of the Company and
its wholly-owned and majority-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.

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. 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.

5. Revenue Recognition

Securities Transactions

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

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

Investment Banking Fees

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

Corporate Finance Fees

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

Asset Management Fees

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

6. 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.

7. Commissions

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


                                       49
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2001 and 2000

NOTE A (continued)

8. Equipment and Leasehold Improvements

Equipment, which includes computer equipment, software and leasehold
improvements, 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.

9. 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.

10. Income Taxes

The Company files a consolidated Federal income tax return and a combined return
for state and city purposes with its domestic 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.

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.

11. Fair Value of Financial Instruments

The fair value of cash and cash equivalents, securities, notes and other
receivables and payables approximate their respective book values.

NOTE B - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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


                                       50
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE B (continued)

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

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

NOTE C - ACQUISITION AND SALE OF BUSINESSES

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.
On April 6, 2001, LPA ceased business activity.

Pursuant to an Amended and Restated Stock Purchase Agreement dated June 7, 2001,
Laidlaw sold all of its common stock holdings in Westminster. The consideration
consisted of: Prepayment of $600,000 in indebtedness of Westminster to the
Company; payment of $100,000 in cash at the closing of the Transaction; and
payment of $300,000 plus interest at 10% per annum payable in two installments
of principal of $150,000 and interest due on April 19, 2002 and April 19, 2003;
and transfer to the Company by the buyers of 4,500,000 shares of the Company's
common stock, valued at $1,890,000. The Company recorded a loss of $1,611,072
pursuant to this transaction, which represents a write-down of the Company's
investment in Westminster to net realizable value. The Company received the
first installment of principal and interest in April 2002.

Pursuant to a Stock Purchase Agreement dated December 21, 2002, the Company sold
its common stock interest in HRAC, the parent company of Howe & Rusling, Inc., a
money management firm, to Third Security Management, Inc. ("3rd Security").
Consideration consisted of $5 million which was received in December, 2001 with
the balance of the sale proceeds of $2,289,000, subject to certain post-closing
adjustments, was to be paid on or prior to April 1, 2002, in accordance with a
promissory note issued by 3rd Security. Although no claims were asserted prior
to December 31, 2001, 3rd Security did raise claims for offsets as provided by
the Stock Purchase Agreement, which were settled by the Company. After credit
for offsets the Company received only $1,915,000 in March 2002 as the final
payment of the purchase price. The Company recognized a gain on the sale of HRAC
of $4,557,606 after giving effect to the aforementioned offsets.

David Bottoms, an investment manager with whom the Company had a previous
relationship, also sold his entire interest in HRAC at the same time as the
Company. The Company was able to secure the services of Mr. Bottoms as a
consultant for 3 years at annual fee of $100,000 to assist in the rebuilding and
restructuring of the investment management business of the Company. Laidlaw paid
the $300,000 acquisition fee and paid $50,000 toward the three year consulting
agreement. However, after the company became insolvent, Laidlaw was unable to
pay the balance of $250,000. However, Bottoms was not required to provide any
consulting services to the company as a result. On or about December 19, 2002,
Bottoms commenced a lawsuit in the Supreme Court of the State of New York,
County of New York against Laidlaw Global Corp., Laidlaw Holdings, Inc., Laidlaw
Global Securities, Inc. and Laidlaw Global Properties, Inc. alleging breach of
the aforementioned agreements and seeking $250,000 in damages plus 7% interest.
This office filed a notice of appearance and a demand for a complaint. To date,
plaintiff has not served a formal complaint. Laidlaw counsel appeared in Court
on March 27, 2003 at which time the Court stipulated the end May, 2003 as the
discovery cut off date. Thereafter, a trial date will be set by the Court.

In connection with the closing of the operations of GGI, holders of shares of
GGI who were not affiliates of Laidlaw were given the opportunity to exchange
their GGI shares for shares of Laidlaw on a one for one basis and holders of
1,126,759 shares accepted the offer. Affiliates or former affiliates of Laidlaw
were given an opportunity to exchange their GGI shares for shares of Laidlaw on
a less favorable basis and 9,620,004 shares were exchanged for 4,500,000 shares
of Laidlaw. In 2002, additional 263,427 shares of GGI were exchanged for a like
number of shares of Laidlaw. In 2002 and 2001, the Company recognized a charge
to operations of $73,708 and $1,271,420, respectively, representing the fair
value of the Company's common stock issued in the exchange. Also during 2001, an
asset write-down in the amount $2,353,127 was recorded to adjust Globeshare's
investment in computer hardware and customized application software to their
estimated net realized value.

With the difficult market conditions that prevailed starting the second half of
fiscal 2000, Laidlaw Global Securities, Inc. ("LGSI") experienced continued
losses and erosion of capital despite management's persistent efforts to cut
costs and find new


                                       51
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE C (continued)

avenues for revenue generation. In the last quarter of fiscal 2002, the
Company's management deemed LGSI was no longer a viable operation to maintain.
On or about November 19, 2002, LGSI filed with the Securities and Exchange
Commission a Uniform Request Withdrawal from Broker-Dealer Registration
effective November 13, 2002. LGSI also filed a Notice of Withdrawal as an
Investment Adviser. In conjunction with this and as previously reported in the
Current Report on Form 8-K of the Company dated November 27, 2002, LGSI sold its
list of client accounts to Kuhns Brothers Securities Corporation for a total
cash consideration of $75,000. A negative consent transfer letter was sent to
all clients of LGSI. With the cessation of the operations of LGSI, Laidlaw
terminated most of its employees and retained only key personnel required to
close the affairs of said broker-dealer subsidiary and maintain the downsized
operations of the Company. An asset write down in the amount of $333,042 was
required to adjust the investment of LGSI and the Company in computer hardware
and software, furniture, and leasehold improvements.

On November 19, 2002, a new subsidiary Laidlaw Properties, Inc. was incorporated
in the state of Delaware under the General Corporation Law. Through this
subsidiary, the Company will commence its investment property business and other
real estate ventures.

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

NOTE D - EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements consist of:

                                                               December 31,
                                                                   2002
                                                               ------------
     Furniture and office equipment                            $   264,389
     Computer equipment and software                             1,300,107
     Leasehold improvements                                        231,333
                                                               -----------

                                                                 1,795,829
     Accumulated depreciation and amortization                  (1,795,829)
     and write downs                                           -----------

     Equipment and leasehold improvements, net                 $         0
                                                               ===========

Depreciation and amortization expense for 2002 and 2001 amounted to $346,066 and
$2,205,086, respectively.

NOTE E - NOTES PAYABLE

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


                                       52
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE E (continued)

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

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

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

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

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

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

LCG was not able to meet the initial closing date. In consideration of Laidlaw
extending the closing to July 30, 2002 or such earlier date as the parties may
agree, LCG assigned to Laidlaw a third party demand note from an entity publicly
traded on the London Stock Exchange, in the agreed upon amount of 2,356,060
Euros (US$ 2,329,248) secured only by a reciprocal note of


                                       53
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Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE E (continued)

Laidlaw to LCG. LCG further agreed that in the event that LCG did not close the
purchase by July 30, 2002 for any reason other than the action of Laidlaw, it
would forgive $500,000 of the repayment obligation on the reciprocal note.

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

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

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

NOTE F - RELATED PARTY TRANSACTIONS

The Company received two loans aggregating $1,850,000 in 2001 from Pacific USA
Holdings Corp. In 2001 the loans were fully paid. Interest on loans amounted to
$44,418 for the year ended December 31, 2001.

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. On October 31, 2000, GEE changed it
corporate name to GGI.

In connection with closing down of the operations of GGI, holders of shares of
GGI who were not affiliates of Laidlaw were given the opportunity to exchange
their GGI shares for shares of Laidlaw on a one for one basis. In 2002, holders
of 235,427 shares accepted the offer. In 2001, holders of 1,126,759 shares
accepted the offer. Affiliates or former affiliates of Laidlaw were given an
opportunity to exchange their GGI shares for shares of Laidlaw on a less
favorable basis and 9,620,004 shares were exchanged for 4,500,000 shares of
Laidlaw. This exchange resulted in an ownership increase to 97.42% and 96.07% in
GGI by the Company as of December 31, 2002 and December 31, 2001, respectively.
This exchange also resulted in a charge to operations of $73,708 and $1,271,420
in 2002 and 2001, respectively, with a corresponding increase in additional
paid-in capital.

NOTE G - NET CAPITAL REQUIREMENTS

The Company's broker-dealer subsidiaries were subject to the Securities and
Exchange Commission's Uniform Net Capital Rule (SEC Rule 15c3-1), which requires
the maintenance of minimum net capital and requires that the ratio of aggregate
indebtedness to net capital, both as defined, shall not exceed 15 to 1 for
Laidlaw Global Securities. At December 31, 2001 Laidlaw Global Securities was
required to maintain minimum net capital of $106,622 and had total net capital
of $758,722 which was $652,100 in excess of its minimum requirement..


                                       54
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Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE H - STOCKHOLDERS' EQUITY

On September 4, 2001 and December 19, 2001, 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 and 400,000 shares, respectively, of its common stock in
the open market as part of the treasury stock corporate buy back program. During
2002, the Company repurchased 167,800 of its common stock for $76,311. During
2001, the Company repurchased 779,900 shares of its common stock for $267,341.

In connection with the sale of Westminster in June, 2001, the Company purchased
into treasury 4,500,000 Laidlaw shares owned by the principals of Westminster
and valued the purchase at $1,890,000.

In connection with the $1,450,000 loan obtained by the Company from Pacific USA
Holdings Corp. on August 31, 2001, the Company issued the Lender a 2-year
warrant to acquire 1,450,000 shares of its common stock at an exercise price of
$.11 per share. The Company computed the fair value of the warrant at $222,143.
The value of the warrant was charged to interest expense with a corresponding
increase to additional paid-in capital.

In connection with the closing down of the operations of GGI, holders of shares
of GGI who were not affiliates with Laidlaw were given the opportunity to
exchange their GGI shares for shares of Laidlaw on a one for one basis. In 2002,
holders of 235,427 shares accepted the offer. The exchange resulted in an
increase to common stock and additional paid-in capital of $73,708. In 2001,
holders of 1,126,759 shares accepted the offer. The exchange resulted in an
increase to common stock and additional paid-in capital of $371,420. Affiliates
or former affiliates of Laidlaw were give the opportunity to exchange their GGI
shares for shares of Laidlaw on a less favorable basis and 9,620,004 shares were
exchanges for 4,500,000 shares of Laidlaw. The exchange resulted in an increase
to common stock and additional paid-in capital of $900,000.

In 2002, the Company credited $754, 714 to operations pertinent to the
recognition of repriced stock options with a corresponding decrease in
additional paid-in capital. This credit reversed the charge to compensation in
2001 for the same amount of $754,714 in connection with its stock option plan
for repriced options with a corresponding increase to additional paid-in
capital.

In fiscal 2002, the Company issued 5,000,000 shares of its common stock to an
individual unrelated to the Company in a private sale for $500,000 ($.10 per
share).

NOTE I - CONCENTRATIONS OF CREDIT RISK

The Company's subsidiaries were engaged in various trading and brokerage
activities in which counterparties primarily included broker-dealers, banks, and
other financial institutions. In the event counterparties did not fulfill their
obligations, the Company may have been exposed to risk. The risk of default
depended on the creditworthiness of the counterparty or issuer of the
instrument. It was the Company's policy to review, as necessary, the credit
standing of each counterparty.

NOTE J - COMMITMENTS AND CONTINGENCIES

1. Lease Commitments

a. The Company leased office space under noncancelable leases expiring through
2010 with certain renewal options. At December 31, 2002, future minimum annual
rentals under these leases aggregated approximately $6,038,000. In March 2003
the Company vacated its premises and therefore violated the terms of its lease
commitments. The outstanding unpaid rents under these leases approximate
$667,000 and are recorded in accounts payable and accrued expenses at December
31, 2002.


                                       55
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE J (continued)

Rent expense was $917,657 and $1,272,964 net of sublease income of $278,414 and
$209,907 for the years ended December 31, 2002 and 2001, 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 lease payments, all of which are due through the current fiscal
year, aggregate approximately $395,000. The company is currently in arrears on
payment on these leases. Substantially all equipment related to the capitalized
leases were written off in 2001.

2. Litigation

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

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

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

Greek Capital Market Commission vs. Laidlaw Global Corporation

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

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


                                       56
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE J (continued)

Additionally, the CMC found that a representative of the Company falsely stated
to the public that the Company was interested in holding Elektra shares two days
prior to selling such shares. Since the Company never held shares of Elektra,
management believes that such statements were misquoted by the Greek press. The
subsidiary Laidlaw Global Securities and the Company have been assessed fines
and penalties aggregating 1,257,168 Euros (US$1,119,004).

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

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

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

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

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

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

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

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

Bergmann v. Laidlaw Global Corp. and Roger Bendelac

Robert Bergmann, Jr., a former customer of Laidlaw Global Securities, has filed
a NASD Arbitration against Laidlaw Global Corp. and Roger Bendelac individually,
seeking $953,000 in damages based upon allegations that Roger Bendelac failed to
sell Bergmann's shares of Laidlaw's common stock upon the expiration of the
restrictive period.3 Claimant's father obtained shares of the Company in August
1999 upon the conversion of a convertible note issued by Laidlaw Holdings, Inc.
At the time the stock


                                       57
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE J (continued)

was issued, as a conversion from a Laidlaw Holdings, Inc. Convertible
Subordinated Note, the common stock carried a one year restriction on the
re-sale of the stock pursuant to Rule 144 of the Securities Exchange Act; i.e.,
the holder had to hold the security for a minimum of one year before selling it.
Mr. Bergmann sought to sell the shares in January 2000. However, Claimant
alleges that Mr. Bendelac failed to sell Bergmann's shares and by the summer of
2000, the value of this security dropped substantially.4 It should be noted that
the purchase costs by the Claimant's father in Laidlaw shares at stake in
litigation never exceeded $100,000. Further, Mr. Bendelac had become the Chief
Executive Officer of the Company and no longer handled the Bergmann account.
Claimant is seeking the difference in the value of the stock at the time he
instructed Bendelac to sell the shares, versus the current value of his
holdings.

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

Special Counsel has interposed an answer to the Statement of Claim on behalf of
Mr. Bendelac and the Company and petitioned the NASD for dismissal of the claim
based upon applicable law. This application was supported by an affidavit from
Laidlaw's corporate counsel who joined in the position that the stock was
restricted and was incapable of being sold legally. If the security could not be
sold until August 2000, Claimant's damages were not proximately caused by any of
the acts complained of in the Statement of Claim, but by market forces
responsible for the stock's decline. Because of the issues surrounding the
appointment of arbitrators in California, no NASD panel has yet been appointed.
To date, Claimant's counsel has not responded to Respondents' motion to dismiss

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

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

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

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

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

Laidlaw counsel has interposed an Answer on behalf of LGS but not on behalf of
its former broker Fine who is representing himself. The acts complained of by
Mr. Thomas occurred while Mr. Fine was employed at Coleman & Co. Stock of
Razorfish


                                       58
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE J (continued)

was purchased for the Thomas account before the account was transferred to LGS.
To the extent Fine did recommend speculative statements, and to the extent these
investments were unsuitable and did cause Claimant to sustain losses, Laidlaw
should not be held liable. In fact, at the time Claimant transferred his
account, the value of the account was only $9,000. The Thomas account at LGS
never exceeded approximately $20,000 and thus, exposure to LGS, if any, is quite
limited. NASD has appointed an arbitration panel and the matter is now scheduled
to be heard on April 29 to May 1, 2003. Laidlaw counsel had settlement talks
with Claimant's counsel in an effort to resolve this matter. Claimant's counsel
has indicated it will accept a settlement of $5,500 in order to resolve this
matter. However, Laidlaw has countered with an offer of $4,990. We expect to
reach a settlement at some point in the near future to avoid going to trial
although there is no guarantee of this fact.

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

On or about December 21, 2001, David Bottoms entered into two contracts with
Laidlaw Global Corp. The first agreement (Acquisition Agreement) provided
Laidlaw would purchase certain rights and interests owned by Bottoms in
consideration for the payment of $300,000 and enter into a three year consulting
agreement in which Laidlaw agreed to pay Bottoms the sum of $100,000 per year.
Laidlaw paid the $300,000 acquisition fee and paid $50,000 toward the three year
consulting agreement. However, after the company became insolvent, Laidlaw was
unable to pay the balance of $250,000. However, there was no performance
requirement in the consulting agreement.

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

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

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

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

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


                                       59
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE J (continued)

Richard Tuten vs. Laidlaw Global Securities, Inc.

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

The matter on this case arose out of events that date as far back as June 1977.
The issuance of a complaint almost 6 years later raises both credibility and a
possible statue of limitations issue. LGSI Counsel does not feel the matter has
any merit and is of the opinion that this matter can be successfully defended.
However, given the status of LGSI, this matter is not likely to be defended and
the contingent liability written off.

NASD Regulatory Matter

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

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

American Stock Exchange Listing Matter

At present, the Company has limited operations and may be in danger of having
its shares being delisted from the American Stock Exchange (AMEX). The Company
believes that unless it successfully completes a merger with the Alaska Property
Company, or completes another transaction that substantially enhances the
Company's operations, the American Stock Exchange will not permit its shares to
trade on the AMEX. Even if the Company were to consummate such a merger, the
Board of Laidlaw Global Corporation states that there are no guarantees that the
American Stock Exchange will deem the future plans acceptable to the maintenance
of the listing but states that it will spare no effort to structure a Plan which
will be submitted to shareholders' approval and to the American Stock Exchange
in short order.

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

3. Employment Agreements

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

In July of 2001, the Company entered into a 3 year employment agreement with the
Chief Executive Officer (CEO). The agreement provided for an annual base salary
of $165,000 (increasing to $200,000 if the Company successfully complete a debt
or equity funding of a least $3,000,000). In addition to the base salary, the
CEO shall receive a minimum annual performance bonus of the greater of $25,000
or 3% the Company's net income. The CEO shall also receive a 40% payout on all
commissions generated from his customer accounts. The CEO is eligible to
participate in all of the Company's employee benefit plans. During the term of
the employment agreement the CEO shall be reimbursed for his reasonable business
expenses. The CEO has agreed not to compete with the Company during the term of
employment. The agreement includes customary provisions entitling the


                                       60
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE J (continued)

Company to terminate the executive's employment for cause or upon incapacitation
or extended disability of the executive. The employment agreement also includes
customary provisions to protect the Company's confidential information and
protect the Company's ownership of among, other things, customer lists, products
and pricing and financing techniques.

In July of 2001, the Company entered into a 3 year employment agreement with the
Chief Operating Officer (COO). The agreement provided for an annual base salary
of $125,000 (increasing to $150,000 if the Company successfully completes a debt
or equity funding of a least $3,000,000). In addition to the base salary, the
COO shall receive a minimum annual performance bonus of the greater of $25,000
or 10% of the Company's net income. The COO is eligible to participate in all of
the Company's employee benefit plans. During the term of the employment
agreement the COO shall be reimbursed for his reasonable business expenses. The
COO has agreed not to compete with the Company during the term of employment.
The agreement includes customary provisions entitling the Company to terminate
the executive's employment for cause or upon incapacitation or extended
disability of the executive. The employment agreement also includes customary
provisions to protect the Company's confidential information and, among other
things, customer lists, products and pricing and financing techniques.

In addition to the above employment contracts, the Company maintains standard
employment agreements with 2 other officers.

4. Other

Laidlaw International S.A. was developed into a fully licensed French
broker-dealer with a license issued in April, 2001 that allows it to do business
in all of the European countries. However, after the September 11, 2001 events,
the European market, deteriorated. In February, 2002, the French Commission
Bancaire required a capital increase of 2 million Euros in order to maintain LI
in compliance with French Net Capital Regulations. The deadline imposed by the
French regulatory authority being very short, Laidlaw Global Corporation was
unable to access additional capital prior to the nomination of an Administrator
by the Commission Bancaire.

Effective April 11, 2002, the French Administrator committed to a process of
liquidation. Accordingly, the Company recognized a loss as of December 31, 2001
from the write-off of all its investment in the French subsidiary amounting to
$634,562. Additional liability resulting from this liquidation, if any, cannot
presently be determined.

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

NOTE K - TRANSACTIONS WITH CLEARING BROKER AND CUSTOMERS

Laidlaw Global Securities, Inc. ("LGS") conducted business with two separate
clearing brokers, one of which executed and settled all non-U.S. equity trades
for the LGS, on a fully disclosed basis, on behalf of its customers and for its
own proprietary accounts pursuant to a clearance agreement. LGS earned
commissions as an introducing broker for the transactions of its customers.

In the normal course of business, LGS customer activities involved the execution
of various customer securities transactions. These activities may have exposed
LGS to off-balance-sheet risk in the event the customer or other broker were
unable to fulfill its contracted obligations and LGS had to purchase or sell the
financial instrument underlying the contract at a loss.

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

LGS controlled the risks associated with these activities by reviewing the
credit standing of each customer and counterparty with which it conducted
business. Further, working with the clearing broker, it required customers to
maintain collateral in compliance with various regulatory and internal
guidelines. Required margin levels were monitored daily pursuant to such
guidelines. Customers were requested deposit additional collateral or reduce
security positions when necessary. LGS exposure to these risks were magnified in
volatile markets.


                                       61
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE L - INCOME TAXES

As of December 31, 2002, the Company has net operating loss carryforwards of
approximately $22,000,000 expiring from 2014 to 2022 for Federal income tax
purposes available to offset future taxable income. Pursuant to Section 382 of
the Internal Revenue Code utilization of these carryforwards may become limited
if certain ownership changes occur. The Company is not certain that it will
realize the benefit of the net operating loss carryforwards and has recorded a
valuation allowance for the full amount of the deferred tax asset. 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.

The components of the net deferred tax asset as of December 31, 2002 consist of
the following:

                                                December 31,
                                                ------------
                                                    2002
                                                 ----------
Federal, net operating loss                      $6,820,000
State and local, net operating loss               2,640,000
                                                 ----------

                                                  9,460,000
Valuation allowance                               9,460,000
                                                 ----------

Recorded net tax asset                           $       --
                                                 ==========

The valuation allowance increased by approximately $1,060,000 for the year ended
December 31, 2002.

The difference between the statutory federal income benefit rate on the
Company's loss before income tax benefit for the years ended December 31, 2002
and 2001 are summarized as follows:

                                                2002            2001
                                                ----            ----
Statutory federal income tax rate                (34%)           (34%)
State and local income tax rate,
  net of federal benefit                         (12%)           (12%)
Non-deductible expenses                            2%              2%
Change in valuation allowance                     44%             44%
                                                ----            ----
                                                  --              --
                                                ====            ====


                                       62
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE M - TAX DEFERRED SAVINGS PLAN

The Company maintained a defined contribution 401(k) plan which covered
substantially all employees of the Company and its affiliates who have attained
the age of 21. The Company had appointed individual trustees under the Plan and
the assets are held with an outside agent. Additionally, the employer reserves
the right to terminate the Plan, in whole or in part, at any time.

The Plan allowed each participant to contribute up to 15% of the participant's
annual compensation to the Plan. Employee contributions are vested immediately.
The Company, at the discretion of management, could elect to match up 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 five-years. During 2002 and 2001, the Company
contributed $37,445 and $96,624, respectively, to the Plan.

With the cessation of operations of Laidlaw Global Securities, the Company
initiated termination of the Plan in March 2003,

NOTE N - INDUSTRY SEGMENTS

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

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

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

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

Foreign Operations and Major Customers: The Company had no significant assets or
revenues (either external or intercompany) from operations in foreign countries
for each of the two years in the period ended December 31, 2002 and 2001 other
than commission and Investment Banking revenues from the activities of Laidlaw
Global Securities on behalf of foreign and U.S. customers in foreign markets,
amounting to $110,833 and $4,167 respectively, which approximates 5% and .02% of
external revenue, respectively. Additionally, the Company had no significant
individual customers (domestic or foreign) as of December 31, 2002, or for each
of the two years in the period ended December 31, 2002.


                                       63
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE N (continued)

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

<TABLE>
<CAPTION>
                                                            Year ended December 31,
                                                          --------------------------
                                                             2002            2001
                                                          ----------     -----------
<S>                                                       <C>            <C>
Revenue from external customers
     Asset management                                     $       --     $ 3,997,273
     Broker-dealer                                         1,825,289      11,694,941
     Corporate and other                                     265,444         800,971
                                                          ----------     -----------

         Total external revenue                           $2,090,733     $16,493,185
                                                          ==========     ===========

Inter-segment revenue
     Broker-dealer                                        $       --     $   197,781
                                                          ----------     -----------

          Total inter-segment revenue                     $       --     $   197,781
                                                          ==========     ===========

Interest revenue
     Asset management                                     $       --     $    30,686
     Broker-dealer                                            34,437         201,490
     Corporate and other                                      27,731          62,976
                                                          ----------     -----------

          Total interest revenue                          $   62,168     $   295,152
                                                          ==========     ===========

Interest expense
     Asset management                                     $       --     $        --
     Broker-dealer                                               594         220,491
     Corporate and other                                     109,323         532,749
                                                          ----------     -----------

          Total interest expense                          $  109,917     $   753,240
                                                          ==========     ===========

Depreciation and amortization expense
     Asset management                                     $       --     $    58,997
     Broker-dealer                                            66,351         105,153
     Corporate and other                                     280,315       2,040,936
                                                          ----------     -----------

          Total depreciation and amortization expense     $  346,666     $ 2,205,086
                                                          ==========     ===========
</TABLE>


                                       64
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE N (continued)

                                                     Year ended December 31,
                                                  -----------------------------
                                                      2002             2001
                                                  -----------      ------------

Income Tax Expense (benefit)
     Asset management                             $        --      $         --
     Broker-dealer                                         --                --
     Corporate and other                                   --                --
                                                  -----------      ------------

Total income tax expense                                   --                --
                                                  ===========      ============

Net Loss
     Asset management                             $        --      $    303,733
     Broker-dealer                                 (2,981,274)       (6,639,678)
     Corporate and other                           (1,592,209)       (4,854,255)
                                                  -----------      ------------

Total net loss                                    $(4,573,483)     $(11,190,200)
                                                  ===========      ============

Total Assets
     Asset management                             $        --      $         --
     Broker-dealer                                  2,464,455         3,079,411
     Corporate and other                           (2,102,674)        3,566,707
                                                  -----------      ------------

Total assets                                      $   361,781      $  6,646,118
                                                  ===========      ============

Addition to Long-Lived Assets
     Asset management                             $        --      $         --
     Broker-dealer                                         --            49,861
     Corporate and other                                   --            21,573
                                                  -----------      ------------

          Total addition to long-lived assets     $        --      $     71,434
                                                  ===========      ============

NOTE O - STOCK OPTIONS

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

In October 2001, the Company reduced the exercise price on options to purchase
2,657,238 common shares from prices ranging from $0.75 to $8.00 per share to
$0.25 per share. In accordance with APB 25, these are now accounted for as
variable options and the Company recorded a charge of $754,714 in December 2001
representing the intrinsic value of the options at December 31, 2001. In fiscal
2002, the Company recorded a credit of $754,714 to reverse the charge in 2001
for the cancellation and forfeiture of options of employees who were terminated
or are no longer affiliated with the Company.


                                       65
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 20001

NOTE O (continued)

The Company applies APB 25 in accounting for stock options and, accordingly,
recognizes compensation expense for the difference between the fair value of the
underlying common stock and the exercise price of the option at the date of
grant. The effect of applying Statement of Financial Accounting Standards No.
123 (SFAS No. 123) on pro forma net loss is not necessarily representative of
the effects on reported net income or loss for future years due to, among other
things, (i) the vesting period of the stock options and (ii) the fair value of
additional stock options in future years. The Company records the effects of its
repriced options under SFAS No. 123 and accordingly the effects of their values
are charged to operations. Had compensation cost for the Company's stock option
plans been determined based upon the fair value of the options at the grant date
of awards under the plans consistent with the methodology prescribed under SFAS
No. 123, the Company's net loss for each of the years ended December 31, 2001
would have been approximately per share and $11,972,000 or $0.46 per share,
respectively. The weighted average fair value of the options granted are
estimated at $0.35 and per share respectively, for the year ended December 31,
2001 on the date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions; dividend yield 0%, volatility of 135% ,
risk-free interest rate of 4.77% for 2001 , and expected life of three years.

A summary of the option activity for years ended December 31, 2002 and 2001 is
as follows:

<TABLE>
<CAPTION>
                                                     Year ended December 31,
                                      -------------------------------------------------
                                              2002                        2001
                                      ----------------------    -----------------------
                                                    Weighted-                 Weighted-
                                                     average                   average
                                                    exercise                   exercise
                                        Shares        price       Shares        price
                                      ----------    --------    ----------    ---------
<S>                                   <C>             <C>       <C>             <C>
Balance, beginning of year             3,634,533      $0.25      4,066,663      $1.46

Granted(1)                                    --         --      4,027,238       0.28

Exercised                                     --         --       (122,750)      0.25

Forfeited                             (1,355,983)      0.25     (1,679,380)      1.46

Cancelled(1)                                  --         --     (2,657,238)      1.27

Balance, end of year                   1,278,550       0.25      3,634,533       0.25
</TABLE>

(1) Includes options to purchase 2,657,238 common shares where the exercise
price was reduced to $0.25.


                                       66
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE O (continued)

The status of outstanding stock options is summarized as of December 31, 2002 as
follows:

                                                  Weighted-
                                                   average
                                                  remaining
                             Options             contractual        Options
     Exercise price        outstanding           life (years)      exercisable
     --------------        -----------          --------------    ------------

        $ .25               1,278,550                2.75           1,257,549

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

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

<TABLE>
<CAPTION>
                                                                 Yeat Ended December 31
                                                                 2002             2001
                                                                 ----             ----
<S>                                                         <C>              <C>
Net loss, as reported                                       $(4,573,483)     $(11,190,200)

(Add)Deduct: Stock-based employee compensation
expense included in (credited against) reported
net loss, net of related tax effects                           (754,712)          754,712


(Add)Deduct: Total stock-based employee
compensation expense determined under fair value
based method for all awards, net of related tax effects                         (595,000)
                                                                             ------------

Pro forma net income                                        $(5,328,195)     $(11,030,488)
                                                            ============     ============


Loss per share:
     Basic - as reported                                    $     (0.15)     $      (0.43)
                                                            ===========      ============

     Basic - pro forma                                      $     (0.18)     $      (0.42)
                                                            ===========      ============
</TABLE>


NOTE P - EARNINGS PER COMMON SHARE

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

<TABLE>
<CAPTION>
                                                                 Year ended December 31,
                                                           --------------------------------
                                                               2001                2001
                                                           ------------        ------------
<S>                                                        <C>                 <C>
Numerator
    Net (loss) applicable to common shares
       for basic and diluted earnings per share            $ (4,573,483)       $(11,190,200)
                                                           ============        ============

Denominator
    Weighted-average common shares for basic
       and diluted earnings per share                        29,671,244          26,305,829
                                                           ============        ============
Basic and diluted
  earnings per common share                                $       (.15)       $      (0.43)
                                                           ============        ============
</TABLE>

Because the Company reported a net loss during the years ended 2002 and 2001,
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 31,2002 and 2001 included
in the calculation of diluted earnings per share.


                                       67
<PAGE>

Laidlaw Global Corporation and Subsidiaries

Years ended December 31, 2002 and 2001

NOTE Q - OTHER AND SUBSEQUENT EVENT

In January 2003, the Company issued 2,000,000 shares of its common stock to an
individual unrelated to the Company in a private sale for $148,293 ($.074 per
share).

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

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

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


                                       68