U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-27681
LAIDLAW GLOBAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 13-4093923
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
575 Madison Avenue
New York, NY 10022
(Address of principal executive offices)
(212) 937-8465
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes |X| No |_|
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 38,705,738 shares of common stock as
of September 30, 2003
Transitional Small Business Disclosure Format (check one)
Yes |_| No |X|
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) Consolidated Balance Sheets at September 30, 2003 and
December 31, 2002 ............................................ 3
b) Consolidated Statements of Operations for the three and
nine months ended September 30, 2003 and 2002 ................ 4
c) Consolidated Statements of Cash Flows for the three and
nine months ended September 30, 2003 and 2002 ................ 5
d) Notes to Consolidated Financial Statements ................... 6 to 17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ..................... 18 to 29
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ....................................... 29 to 35
ITEM 5. OTHER INFORMATION .......................................
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS ........................................... 35 to 36
b) REPORTS ON FORM 8-K ................................ 36 to 37
SIGNATURES ...................................................... 38
1
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Laidlaw Global Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
September 30, 2003 December 31, 2002
------------------ -----------------
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 4,587 $ 28,674
Receivable from clearing broker and other receivables 1,193 78,077
Notes receivable -- 150,000
Deposits -- 17,899
Prepaid expenses and other current assets 18,016 87,131
------------ ------------
TOTAL ASSETS $ 23,796 $ 361,781
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses $ 2,924,487 2,850,284
Commissions and compensation payable -- 2,509
Capitalized lease obligations 175,273 394,643
Other payable 140,000 140,000
------------ ------------
TOTAL LIABILITIES 3,239,760 3,387,436
------------ ------------
Commitments and contingencies
Stockholders' equity
Preferred Stock; 1,000,000 shares authorized by the Company
Preferred A; $1.00 stated value; 190,000 shares issued by the
Company as of September 30, 2003 190,000 --
Common Stock; $.00001 par value; 50,000,000 shares
authorized of the Company; 44,506,038 and 38,932,865 shares
issued by the Company as of September 30, 2003 and December 31,
2002, respectively 445 389
Additional paid - in capital 40,216,427 39,990,807
Treasury stock, at cost -5,800,300 shares (2,491,365) (2,491,365)
Accumulated deficit (41,131,471) (40,525,486)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIENCY (3,215,964) (3,025,655
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY $ 23,796 $ 361,781
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
3
Laidlaw Global Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
------------------------------ ------------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
REVENUES
Gross commissions $ -- $ 209,700 $ -- $ 2,105,037
Asset management fees -- 52,692 -- 172,397
Corporate finance & private placement fees -- 12,500 75,000 106,389
Investment trading profits (losses) -- (283,584) -- (1,041,593)
Other 19,732 59,547 235,333 148,798
------------ ------------ ------------ ------------
Total Revenue 19,732 50,855 310,333 1,491,028
------------ ------------ ------------ ------------
EXPENSES
Salaries and other employee costs 19,162 476,326 351,215 1,602,519
Charge (reversal of charge) related to variable options -- (153,797) -- (754,712)
Commissions -- 126,311 -- 1,057,043
Clearing fees -- 46,637 6,697 248,887
Rent and utilities 7,738 219,224 193,801 568,580
Depreciation and amortization -- 88,573 -- 268,053
Client-related marketing -- 2,295 2,880 6,280
Travel and entertainment 200 65,080 8,381 221,394
Professional fees 17,009 308,330 171,671 l,183,899
Dues and assessments 326 24,243 15,342 113,177
Communication and information systems 3,375 140,174 55,149 477,574
Office -- 41,766 3,711 139,250
Interest -- 30,524 2,089 84,254
Loss from notes receivable write offs -- -- 60,469 --
Loss from sale of subsidiary -- (275,000) -- (238,530)
Settlement of liability -- -- -- (289,879)
Charge in connection with share exchange -- -- 3,329 73,708
Provision for doubtful accounts -- 96,212 -- 151,640
Other 19,504 79,056 70,512 198,194
------------ ------------ ------------ ------------
Total Expenses 67,314 1,315,954 945,246 5,111,331
------------ ------------ ------------ ------------
Loss before income taxes: (47,582) (1,265,099) (634,913) (3,620,303)
Income Tax Refund (28,928) -- (28,928) --
------------ ------------ ------------ ------------
NET LOSS (18,654) (1,265,099) (605,985) (3,620,303)
Accumulated deficit, beginning of period (41,112,817) (38,307,207) (40,525,486) (35,952,003)
------------ ------------ ------------ ------------
Accumulated deficit, end of period $(41,131,471) $(39,572,306) $(41,131,471) $(39,572,306)
============ ============ ============ ============
NET LOSS PER SHARE
Basic $ (.0005) $ (.04) $ (.02) $ (.13)
============ ============ ============ ============
Diluted $ (.0005) $ (.04) $ (.02) $ (.13)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING
Basic 36,774,627 29,849,032 35,683,592 28,505,804
============ ============ ============ ============
Diluted 36,774,627 29,849,032 35,683,592 28,505,804
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
4
Laidlaw Global Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended September 30, Nine months ended September 30,
2003 2002 2003 2002
----------- ----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (18,654) $(1,265,099) $ (605,985) $(3,620,303)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation -- 88,574 -- 268,054
Deferred rent (7,430) (7,429) (22,289) (22,288)
Income on convertion of vouchers payable to preferred stock (17,446) -- (17,446) --
Loss from notes receivable write down -- -- 60,469 --
Provision for doubtful accounts -- 96,212 -- 151,640
Charge in connection with share exchange -- -- 3,329 73,708
Reversal of charge related to variable options -- (153,797) -- (754,712)
Unrealized loss on securities -- 134,015 -- 271,825
(Increase) decrease in operating assets:
Due from clearing brokers and other receivables -- (81,948) 66,426 143,279
Marketable securities owned -- 121,665 -- 175,562
Deposit -- -- 9,299 12,823
Prepaid and other asset 22,347 83,958 69,115 214,572
Increase (decrease) in operating liabilities
Marketable securities sold but not yet purchased -- (42,500) -- (930)
Accounts payable and accrued expenses (14,774) 184,326 105,405 (284,985)
Commission and compensation payable -- (36,839) (2,509) (168,183)
Deferred revenue -- -- -- (99,722)
----------- ----------- ----------- -----------
Net cash provided by (used in) operating activities (35,957) (878,862) (334,186) (3,639,660)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 36,400 500,000 218,693 500,000
Purchase of treasury stock -- (2,168) -- (76,311)
Repayment of notes payable -- (25,000) -- (657,058)
Proceeds from collection of notes receivable -- -- 99,989 2,065,000
Payment for leased equipment -- (102,210) (8,583) (288,168)
----------- ----------- ----------- -----------
Net cash provided by (used in) financing activities 36,400 370,622 310,099 1,543,463
----------- ----------- ----------- -----------
NET (DECREASE) INCREASE IN CASH 443 (508,240) (24,087) (2,096,197)
CASH - BEGINNING OF PERIOD 4,144 632,162 28,674 2,220,119
----------- ----------- ----------- -----------
CASH - END OF PERIOD $ 4,587 $ 123,922 $ 4,587 $ 123,922
=========== =========== =========== ===========
Supplemental disclosure for cash flow information:
Cash paid during the period for interest $ -- $ 30,524 $ 2,089 $ 84,254
=========== =========== =========== ===========
Issuance of preferred stock in settlement of
lease payable $ 193,654 $ -- $ 193,654 $ --
=========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
5
Laidlaw Global Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2003
And for the nine and three months ended September 30, 2003 and 2002
NOTE A - ORGANIZATION AND BASIS OF PRESENTATION
Laidlaw Global Corporation (the Company) is a holding company whose directly and
indirectly wholly- or majority-owned operating subsidiaries include Laidlaw
Holdings, Inc. (Laidlaw Holdings), which was renamed Cardinal Holdings, Inc.
(Cardinal Holdings) in March 2003, Laidlaw Global Securities, Inc. (Laidlaw
Global Securities), a Laidlaw Holdings wholly-owned registered broker- dealer
which ceased operations in November, 2002, and which was dissolved in April,
2003, Westminster Securities Corporation, (Westminster), which the Company sold
in June, 2001, H&R Acquisition Corporation (HRAC), an 81%-owned Laidlaw Holdings
subsidiary which maintains a 100% interest in Howe & Rusling, Inc., (H&R) which
the Company sold in December, 2001, Globeshare Group, Inc., (GGI), formerly
Global Electronic Exchange, Inc. a 97%-owned internet-based investment services
company established on June 14, 1999 which maintains a 100% interest in
Globeshare, Inc. (Globeshare), an internet-based broker-dealer, whose operations
were integrated with Laidlaw Global Securities in October, 2001, Laidlaw Pacific
(Asia) Ltd. (LPA), a registered broker-dealer and Investment Advisor with the
Hong Kong Securities and Futures Commission, which ceased operations in 2001,
Laidlaw International, S.A., (LI) a 99.8% owned broker-dealer based in France,
which ceased operations in April, 2002, Laidlaw Properties, Inc., a new
subsidiary incorporated in November, 2002 which will commence the Company's
investment property business and other real estate ventures, and Phoenix
Securities Corp., a newly added subsidiary in February, 2003, is a broker-dealer
that specializes in corporate services not requiring broker-dealer registration.
The business activities include or included securities brokerage, investment
banking, asset management and investment advisory services to individual
investors, corporations, pension plans and institutions worldwide, as well as
investment property development and management.
On April 6, 2001, LPA ceased business activity to avoid incurring any further
costs of maintaining a dormant operation. Its license was revoked in May, 2001.
On June 12, 2001, the Company sold its common stock interest in Westminster
pursuant to an Amended and Restated Stock Purchase Agreement dated June 7, 2001.
The parties to the transaction agreed to treat May 31, 2001 as the effective
date of the transaction for financial statement purposes. Accordingly, results
of operations of Westminster for fiscal 2001 incorporated in the consolidated
financial statements pertain to the period through May 31, 2001.
Due to the continuing losses incurred by the Globeshare operations, the Company
deemed it best for economic reasons to integrate the operations of the on-line
broker as a division of Laidlaw Global Securities. The combination of the
operations, which would eliminate the redundancy of services and reduce
operating costs, was made effective on October 5, 2001.
On December 26, 2001, the Company sold its interest in HRAC pursuant to a Stock
Purchase Agreement dated December 21, 2001. Accordingly, all assets,
liabilities, equity and results of operations of H & R for fiscal 2001
incorporated in the consolidated financial statements pertain to the period
through December 26, 2001.
With the difficult market conditions that prevailed starting the second half of
fiscal 2000, Laidlaw Global Securities experienced continued losses and erosion
of capital despite management's persistent efforts to cut costs and find new
avenues for revenue generation. In the last quarter of fiscal 2002, the
Company's management deemed Laidlaw Global Securities was no longer a viable
operation to maintain. On or about November 19, 2002 Laidlaw Global Securities
filed with the Securities and Exchange Commission a Uniform Request Withdrawal
from Broker-Dealer Registration effective November 13, 2002. LGSI also filed a
Notice of Withdrawal as an Investment Advisor.
6
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 September 30, 2003. In
addition, the Company continues to incur substantial losses. Accordingly, the
Company anticipates that it will require additional sources of funding during
2003 to maintain its operations. The Company is dependent on outside sources of
financing and is presently pursuing several alternatives, although no additional
financing is imminent. These conditions raise substantial doubt about the
ability of the Company to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Certain prior year amounts have been restated to conform to the current year
presentation.
NOTE B - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS
No. 141) and Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets (SFAS No. 142). The new standards require that all
business combinations initiated after June 30, 2001 be accounted for under the
purchase method. In addition, all intangible assets acquired that are obtained
through contractual or legal right, or are capable of being separately sold,
transferred, licensed, rented or exchanged shall be recognized as an asset apart
from goodwill. Goodwill and intangibles with indefinite lives will no longer be
subject to amortization, but will be subject to at least an annual assessment
for impairment by applying a fair value based test. The Company does not expect
there to be a material impact from the adoption of SFAS NO. 142.
In August 2001, the FASB issued Statement of Financial Accounting Standard No.
144 Accounting for the Impairment or Disposal of Long Lived Assets. This
statement is effective for fiscal years beginning after December 15, 2001. This
supercedes Statement of Financial Accounting Standards No. 121 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", while retaining many of the requirements of such statement. The Company is
currently evaluating the impact of the statement.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123." This statement expands the disclosure requirements with respect to
stock-based compensation. The transition guidance and annual disclosure
provisions of SFAS Bo. 148 are effective for fiscal years ending after December
15, 2002. The adoption of SFAS N0. 148 did not impact the Company's financial
condition or results of operations for fiscal 2002. Management is in the process
of evaluating the impact of the statement on the Company's financial position
and results or operations for fiscal 2003.
In April 2003 the FASB issued Statement of Financial Accounting Standards No.
149, " Amendment of Statement 133 on Derivative Instruments and Hedging
Activities". In May 2003 the FASB issued Statement of Financial Accounting
Standards No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity". The Company does not expect
there to be a material impact from the adoption of these Statements.
NOTE C - NET CAPITAL REQUIREMENTS
The Company's broker-dealer subsidiaries were subject to the Securities and
Exchange Commission's Uniform Net Capital Rule (SEC Rule 15c3-1), which requires
the maintenance of minimum net capital and requires that the ratio of aggregate
indebtedness to net capital, both as defined, shall not exceed 15 to 1 for
Laidlaw Global Securities. At September 30, 2002, Laidlaw Global Securities was
required to maintain minimum net capital of $115,158 and had total net capital
of $357,103 which was $241,945 in excess of its minimum requirement. As
discussed in Note D, during the quarter ended September 30, 2002 Laidlaw Global
Securities received $1,197,174 of additional capital and a $67,673 paydown on an
intercompany receivable from the Company.
7
NOTE D - NOTES PAYABLE AND SUBORDINATED BORROWINGS
There were no outstanding notes payable and borrowings under subordination
agreements at September 30, 2003.
On March 14, 2001, LI obtained a loan of $446,350 through the issuance of an 8%
note in which the principal and interest are due in one year. This loan was
assumed by the Company in December 2001 in the amount of $482,058 which included
interest of $35,708 to original maturity date. If the Company defaults as
defined in the agreement, then the noteholder may, in lieu of payment of the
Principal Amount, convert the note into common stock of the Company at the
conversion price of $0.30 per Common Share. In March and April of 2002, the
terms were renegotiated wherein $50,000 of the note was converted into 333,329
shares of the Company's common stock with the balance of the principal and
interest payable in varying installments with the final payment due in July
2002. No additional interest is charged on the note from March 14, 2002 until
July 2002.
On April 5, 2001, GGI obtained a loan of $250,000 through the issuance of a 10%
convertible subordinated note in which the interest is due on a semi-annual
basis and the principal on April 5, 2002. Under the terms of the note, the
noteholder may convert into GGI stock at the greater of $.65 per share or a 40%
discount from the initial public offering price per share or into Company common
shares at a price of $.55 per share. In March and April 2002 the terms were
renegotiated wherein $50,000 of the note was converted into 166,670 shares of
the Company's common stock and the balance is repayable in varying installment
payments through August, 2002. No additional interest is charged on the note
from April 5, 2002 until August 2002.
In March 2002, the Company borrowed securities worth $397,600 from a related
party and returned the same by the end of the month. In connection with these
borrowings, the Company paid interest at the rate of 8% for the period the
securities were borrowed.
In May, 2002, the Company borrowed securities worth $1,033,598 from a related
party through the issuance of a 4% promissory note due June 30, 2002. Under the
terms of the loan agreement, the Lender acknowledges a fixed valuation for the
securities and agrees to accept the return of such securities as full repayment
of the principal sum due on the Note notwithstanding the market valuation of the
securities on the Repayment date. The lender reserves the right to demand the
return of the securities in lieu of any other form of repayment. At maturity,
this note was extended under the same terms to expire on September 15, 2002. The
note was extended twice under the same terms to expire on September 30, 2002 and
November 15, 2002. As of September 30, 2002, $1,000,000 of these securities were
contributed by the Company as capital to Laidlaw Global Securities. On November
13, 2002, the Company decided to withdraw the membership of Laidlaw Global
Securities from the NASD. On November 15, 2002, all the securities borrowed on
the note were returned, which constituted full payment of the principal. A
90-day extension of payment for any interest due on the loan has been agreed
upon until March 15, 2003, at which time the Lender, given the financial
condition of the Company, forgave the unpaid interest balance.
In June, 2002, the Company borrowed securities worth $727,788 from a related
party through the issuance of a 4% promissory note due September 15, 2002. At
maturity, this note was extended twice under the same terms to expire on
September 30, 2002 and November 15, 2002. Under the terms of the loan agreement,
the Lender acknowledges a fixed valuation for the securities and agrees to
accept the return of such securities as full repayment of the principal sum due
on the Note notwithstanding the market valuation of the securities on the
Repayment date. The lender reserves the right to demand the return of the
securities in lieu of any other form of repayment. As of September 30, 2002, the
Company had transferred all of these borrowed securities to the Laidlaw Global
Securities, Inc. subsidiary as a partial payment of its intercompany liability.
On November 13, 2002, the Company decided to withdraw the membership of Laidlaw
Global Securities from the NASD. On November 15, 2002, all the securities
borrowed on the note were returned, which constituted full payment of the
principal. A 90-day extension of payment for any interest due on the loan has
been agreed upon until March 15, 2003, at which time the Lender, given the
financial condition of the Company, forgave the unpaid interest balance.
8
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 Laidlaw Global Securities and $34,075
of these securities were transferred to Laidlaw Global Securities, Inc. as a
partial payment of its intercompany liability. On November 13, 2002, the Company
decided to withdraw the membership of Laidlaw Global Securities from the NASD.
On November 15, 2002, all the securities borrowed on the note were returned,
which constituted full payment of the principal. A 90-day extension of payment
for any interest due on the loan has been agreed upon until March 15, 2003, at
which time the Lender, given the financial condition of the Company, forgave the
unpaid interest balance.
On June 15, 2002, Laidlaw and London Capital Group Ltd. ("LCG"), a British
Virgin Island company, signed a stock purchase agreement whereby LCG agreed to
purchase from Laidlaw an equity interest representing 51% of the voting shares
of Laidlaw on a fully diluted basis. LCG was to purchase this equity on or
before June 28, 2002 for US $3.2 million.
LCG was not able to meet the initial closing date. In consideration of Laidlaw
extending the closing to July 30, 2002 or such earlier date as the parties may
agree, LCG assigned to Laidlaw a third party demand note from an entity publicly
traded on the London Stock Exchange, in the agreed upon amount of 2,356,060
Euros (US$ 2,329,248) secured only by a reciprocal note of Laidlaw to LCG. LCG
further agreed that in the event that LCG did not close the purchase by July 30,
2002 for any reason other than the action of Laidlaw, it would forgive $500,000
of the repayment obligation on the reciprocal note.
On July 30, 2002, LCG failed to abide by the terms of the funding agreement.
Laidlaw notified LCG that the transaction terminated and maintained its right to
a $500,000 penalty under the terms of the agreement. Subsequently, upon the
request of LCG which assured Laidlaw that it has arranged for the necessary
funds to complete a revised proposal, Laidlaw agreed to voluntarily refrain from
seeking the enforcement of its penalty in order to provide LCG with an
opportunity to submit a revised proposal. Laidlaw initially agreed to wait until
August 16, 2002 before acting and then agreed to extend that deadline to August
31, 2002. No revised proposal was received and Laidlaw may have enforced the
penalty under the terms of its agreement with LCG.
In January, 2003, the Company settled this dispute with London Capital Group,
Ltd. for a compensation of $70,000, $10,000 of which was received in December
2002 and the balance of $60,000 was received in January 2003.
NOTE E - COMMITMENTS AND CONTINGENCIES
Litigation
Galacticomm Technologies, Inc. vs. Laidlaw Global Securities, Inc.
9
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 lead underwriters for the
Galacticomm IPO were First Equity Corporation of Florida and Security Capital
Trading, Inc. ("Lead Underwriters"). The Lead Underwriters entered into a
sub-underwriting agreement with various sub-underwriters, including LGSI.
Pursuant to said Agreement, LGSI agreed to purchase 200,000 shares of
Galacticomm at $5.40 per share ($1,080,000) and 200,000 warrants of Galacticomm
at $0.09 per warrant($18,000). Additionally, LGSI agreed to guarantee the
purchase of an additional 20,000 shares and warrants if deemed necessary. On the
eve 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 entire underwriting group in a Florida state court seeking damages
for breach of the underwriting agreement. The Sub-Underwriters jointly engaged
Florida counsel to defend them in this proceeding and they are vigorously
defending this matter under the theory that the Lead Underwriters were justified
in aborting the IPO based upon a dramatic downturn in the world financial
community which jeopardized all the underwriters' abilities to sell Galacticomm
shares to its investors at the time of the IPO.
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, LGSI
breached the terms of the settlement agreement resulting in a judgment against
LGSI in the amount of $1,378,681 (with interest accruing at the rate of 9% per
annum from January 21, 2003). Since this judgment is against LGSI only, the
Company's counsel believes that plaintiff can enforce this judgment only against
LGSI and not against any of the other Laidlaw entities, including the parent
entity. Furthermore, it is the opinion of the Company counsel that in the event
LGSI has sufficient capital to pay the original settlement amount, plaintiff
will accept this sum in full satisfaction of the aforementioned judgment. Of
course, there is no guarantee that this will occur. Management had initially
indicated its intent to appeal the judgment in the state of Florida. However,
given the non-impact of this matter on the parent company and the cessation of
operations of the subsidiary concerned by this issue, management has opted for
no further action on this matter.
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.
10
Additionally, the CMC found that a representative of the Company falsely stated
to the public that the Company was interested in holding Elektra shares two days
prior to selling such shares. Since the Company never held shares of Elektra,
management believes that such statements were misquoted by the Greek press. The
subsidiary Laidlaw Global Securities and the Company have been assessed fines
and penalties aggregating 1,257,168 Euros (US$1,357,741). These fines were
levied after reviewing response letters filed by the Company's Greek counsel.
Greek counsel to the Company will be filing Remedy Petitions before the CMC
against the decisions assessing the fines, which is a form of an administrative
proceeding. In the event the Remedy Petitions are rejected by the CMC, the
Parent will file Writs of Annulment before the Conseil d'Etat, which is the
Greek Court having jurisdiction over such matters. Since neither the Company,
nor any of its subsidiaries, has (i) ever owned shares of Elektra, (ii) ever
acted as a principal or agent for the purchase or sale of shares of Elektra,
(iii) acted as a broker-dealer of securities of Elektra, or (iv) ever stated,
publicly or otherwise, that it, or any of its subsidiaries, did hold, or
intended to hold or own, shares of Elektra, it believes that the findings of the
CMC will be overturned on appeal. The Company's counsel in Greece has advised
that in its opinion, the fines imposed by the CMC are civil fines and can only
be enforced against the assets of the Company in Greece. Further, they advise
that any enforcement of fine in the United States would require commencing a new
action in the United States.
Plural, Inc. vs. Laidlaw Global Corporation, et. al.
In November, 2001, Plural instituted action in the New York State Supreme Court
for services rendered pursuant to a computer consulting agreement. Plural
claimed approximately $700,000 was due to it pursuant to the agreement. In June,
2002, Plural and Laidlaw entered into a settlement agreement wherein the payment
by Laidlaw of $40,000 to Plural by August 2, 2002 shall cause all claims or
counterclaims which are or could be asserted, including but not limited to those
set forth in the Complaint and the draft counterclaims, to be dismissed with
prejudice, without costs, for which purpose either party may tender an
appropriate form of judgment to the Court, on notice. Payment of the settlement
amount has been made by Laidlaw.
Estate of Harold Slote v. Laidlaw Global Securities, Inc. ("LGSI"), Drake
Capital Securties, Inc. ("Drake"), Gruntal & Co., LLC ("Gruntal") et al.
The Claimant alleges that a registered representative while employed at LGSI,
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 Management, 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. LGSI was aware that the registered
representative had been terminated by another broker/dealer for "selling away",
i.e. conducting business on behalf of a customer outside of the firm and without
the firm's knowledge.
LGSI 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 LGSI took necessary measures to prevent
the registered representative from harming his customers while at LGSI. On the
merits of the denial of liability position by LGSI, 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. 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. According to the Statement of Claim, Bergmann
obtained this stock in August 1999, as he inherited this account from his father
Robert Bergmann, Sr., and instructed Bendelac to sell his shares in January
2000. However, Bendelac failed to sell Bergmann's shares and by the summer of
2000, the value of this security dropped substantially. It should also be noted
that by this time, Roger Bendelac has been elevated to CEO 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. The Statement of Claim further alleges that Bendelac
misrepresented the law to Mr. Bergmann, specifically as it pertained to the
restrictive legend, as a means of justifying the failure to sell his stock. By
doing so, it is alleged that Bendelac was able to limit the amount of stock that
hit the market, thereby artificially preserving the value of Laidlaw's stock and
the value of Bendelac's holdings in this security.
11
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, Bendelac was unable
to carry out Bergmann's instructions based upon Rule 144. As the stock was
acquired by Bergmann in August 1999, based upon the fact that the security was
subject to a one year holding period, 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.
Counsel has interposed an answer to the Statement of Claim on behalf of Bendelac
and the company and has petitioned the NASD for dismissal based upon the
applicable statute; Rule 144. 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.
Counsel has had numerous conversations with Claimant's counsel about reaching a
settlement. Laidlaw has offered a nuisance value settlement of $4,000 back in
early 2002. Claimant's counsel has indicated that he is favorably disposed to
accepting this sum given the pending motion, his review of the applicable law as
set forth in Counsel's motion to dismiss, and based upon Laidlaw's dire
financial circumstances. He further informed Laidlaw counsel that his client has
yet to accept or reject the offer of settlement but in any event, Claimant's
counsel has indicated that given the aforementioned circumstances, he will not
proceed to represent Claimant in this matter if Claimant is unwilling to settle
this case for the sum set forth in our offer. Since these conversations between
counsels more than six months ago, there have been no further conversations with
Claimant's counsel, nor has Claimant taken any affirmative steps to continue the
prosecution of this action. It is Laidlaw counsel's opinion that there exists no
liability to the company. It should also be noted that the real party
[Respondent] in this matter should be Laidlaw Global Securities, as opposed to
Laidlaw Global Corp. Should the matter continue to be prosecuted, and a NASD
Panel is appointed, the company will amend its motion to include dismissal based
upon the wrong party in interest. Counsel is optimistic, however, that given
Claimant's lack of prosecuting this matter in any aggressive fashion, and based
upon conversations with Claimant's counsel, as set forth above, it is unlikely
this matter will reach the hearing phase.
Thomas v. Laidlaw Global Securities, Inc., Coleman & Co. and Andrew Fine.
Shaji Mathew Thomas filed a Statement of Claim with the NASD against Laidlaw
Global Securities, Inc. (LGSI) Andrew Fine, its former registered
representative, and Coleman & Co., alleging the Respondents are liable to him
for an amount between $100,000 and $500,000. Claimant asserts an array of
theories of liability including breach of contract and warranties, to claims of
fraud and deceptive trade practices. In reality, the Statement of Claim centers
around the issue of suitability and LGSI's failure to properly supervise Fine
while he was employed at LGSI and handled Thomas' account at the company. In
particular, Claimant Thomas alleges that his former broker Andrew Fine
recommended unsuitable investments on Thomas' behalf and subjected his account
to unnecessary risks that Claimant was unable to withstand. This speculative
investment strategy was allegedly contrary to Claimant's investment objectives
and inappropriately placed his "life savings" at risk and ultimately dissipated.
The stock Claimant focused on was in a company known as Razorfish. 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 LGSI but not on behalf of
its former broker Fine who is representing himself. Apparently, the acts
complained of primarily occurred while Fine was employed at Coleman & Co. where
Claimant had his account prior to it being transferred to Laidlaw. Razorfish,
the security complained of the most by Claimant, was purchased well before
Claimant transferred his account to LGSI and only represented a small percentage
of the value of Claimant's losses, if any. While LGSI had many valid defenses,
in spite of this, LGSI elected to enter into a "nuisance value" settlement with
Claimant in the amount of $4,990 reached in May, 2003. To date, this sum is
overdue and LGSI is in default on its payment obligation. Claimant's counsel has
threatened to commence a new and separate action for breach of the settlement
agreement naming former principals of LGSI. The proposed
12
claim also seeks to include the original claim "settled" by the company. Should
Claimant carry forth with the threat of subsequent litigation, in Laidlaw
counsel's opinion no liability exists against these individuals. There is a near
certainty Claimant would prevail against LGSI for the $4,990 settlement fee plus
additional costs and fees for Claimant having to commence an enforcement action.
However, because LGSI is no longer a registered entity, there is little Claimant
can do to enforce this settlement. Laidlaw, the parent company, has no exposure
on this claim or for the settlement.
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 encountered cash flow
difficulties, 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. After some preliminary motion practice
between the parties, Laidlaw's counsel interposed an answer and the matter
proceeded to trial on an expedited basis on July 14, 2003. At the trial, the
parties reached a settlement in which the Company agreed to pay the sum of
$20,000 to the Law Office of Bottoms' attorneys within forty-five days. The
company further agreed to give Bottoms $300,000 worth of non-voting Preferred
Stock of Laidlaw Global Corp. with no coupon, ($1.00 par value @ liquidation)
with the option to covert those shares to 3,000,000 shares of Laidlaw Global
Corp. common stock. He may convert to the common at any time prior to three
years at $0.10 per share and at the end of three years, he may convert at a
price of $0.10 or the then prevailing market price, whichever is lower. In
consideration of the foregoing, Bottoms has discontinued his action against LGC
with prejudice. To date, none of the terms of the settlement were performed and
demands for performance have been made. Laidlaw intends to implement the terms
of the settlement as soon as circumstances make it feasible. Certain actions
have to be undertaken prior to implementation such as an increase in the
authorized shares of Laidlaw Common Stock because the conversion feature of the
Preferred Stock could result in the issuance of the Common Stock beyond what is
authorized. Laidlaw has represented to Bottoms Counsel that it is in the process
of implementing steps required to complete the terms of the settlement
agreement.
S.L. Greene vs. Laidlaw Holdings, Inc.
Laidlaw Holdings, Inc., the leaseholder to the Company's office spaces at 100
Park Avenue defaulted 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. The Company has voluntarily 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 LGSI 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 LGSI clients could buy Tuten's company's assets
for pennies on the dollar.
Counsel has interposed an answer on behalf of LGSI and has raised Statute of
Limitations as an affirmative defense. The matter is now scheduled to be heard
in Orlando, Florida the entire week of December 8, 2003. It is counsel's opinion
that Claimant will not prevail on his underlying claims based upon the Statute
of Limitations defense, as well as other pleadings and irregularities. Laidlaw
Global Corp., the parent company, has no exposure in this matter.
13
Equilease vs. Globeshare, Inc., Laidlaw Global Corp. et al
Claimant alleged the respondents are liable to them for the amount of $190,000
based on non fulfillment of a lease agreement by the Globeshare, Inc. subsidiary
and non fulfillment of guarantee by Laidlaw Global Corp. On June 18, 2003, the
Company announced that it has agreed to settle the debt. In accordance with the
agreement, in September, 2003 the Company issued $190,000 Principal of Preferred
Stock with a 7% simple coupon payable quarterly and a 3-year maturity. The
Preferred Stock have a convertible feature allowing for conversion into shares
of the Common Stock of Laidlaw at a price of $0.10 or $0.20 if the conversion is
forced by the warrant holder. As part of the same agreement, Laidlaw issued to
the creditor 600,000 warrants of its Common Stock with a strike price of $0.10.
The settlement agreements were concluded by Counsel, the shares have been issued
and a Stipulation of Discontinuance have been received and is being filed with
the Court.
Information Leasing Corporation vs. Global Electronics Exchange (renamed
Globeshare Group, Inc.)and Laidlaw Global Corporation (as guarantor of certain
equipment leases)
Information Leasing Corporation has moved the Court of Common Pleas, Hamilton,
Ohio for a summary judgment against Global Electronic Exchange and Laidlaw
GLobal Corporation as guarantor of certain lease obligations contracted by the
now defunct subsidiary Global Electronic Exchange (renamed Globeshare Group,
Inc.) for an amount of $ 81,337.23 plus accrued interest since the date of the
alleged default in June 1, 2002. Laidlaw chose not to defend this action in the
State of Ohio since any judgment would have to be transferred and defended in a
New York jurisdiction. It is management's belief that it can offer defenses with
respect to this liability as to the validity of the amount claimed as guaranteed
by Laidlaw and it has chosen to await for a New York action prior to entering
such defenses. Any potential judgment to be entered against the defunct
subsidiary GLobeshare Group, Inc. is not deemed to affect Laidlaw. To date
Laidlaw's management has not been made aware of any status as to the Motion for
Summary Judgment requested in the Ohio Court by plaintiffs.
NASD Regulatory Matter
NASD's regulatory arm had commenced a formal investigation against LGSI stemming
from certain trading activities LGSI engaged 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's
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 in violation 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 on a scheduled basis. There were no
admissions of wrongdoing by LGSI and once the fine is paid, the matter will be
deemed concluded.
Since LGSI no longer exists as a corporate entity, the Company, being the
ultimate parent, took upon itself to satisfy this obligation to the NASD. On
April 30, 2002, the Company proposed the following payment schedule that would
be feasible considering the financial difficulties of the Company: $12,500 paid
with the proposal as initial payment and the balance payable in installments of
$6,250 each from July 1, 2003 to October 1, 2004. Interest was proposed at the
appropriate minimal interest authorized by the Internal Revenue Service
(IRS).The NASD communicated their agreement with the Company upon their receipt
of the proposal. So far the Company has met the initial $12,500 payment due
under the terms of the agreement on behalf of its former subsidiary and intends
to pay the balance when and if its cash position allows it to do so in the
future, provided its Board continues to approve the voluntary repayment on
behalf of its former subsidiary.
American Stock Exchange Listing Matter
On April 10, 2003 the staff of American Stock Exchange (AMEX) confirmed with the
management of the Company the intention of AMEX to proceed with the filing of an
application with the Securities and Exchange Commission (the "SEC") to strike
the Company's common stock from listing and registration on the Exchange. AMEX
had earlier advised Laidlaw Global Corporation in April 2002 that Laidlaw was in
breach of two continuing listing requirements of the Exchange, namely, its
equity was below the required minimum and that it had reported losses two of the
previous three years. Laidlaw submitted a business plan to AMEX outlining its
strategy to cure the defaults over the next three to four quarters and requested
AMEX to maintain the listing as long as Laidlaw continued to meet the goals set
out in the business plan. Given the continuing difficult markets, Laidlaw has
ascertained that it will be unable to meet the deadline set forth in the
business plan to comply with the AMEX listing standards. Moreover, the AMEX has
notified Laidlaw in its most recent communication that the Company presently is
in breach of additional listing requirements, including its failure to hold a
shareholders' meeting in a timely manner. The Company does not agree with all of
the issues in the AMEX notification and has the right to appeal the AMEX
notification. Laidlaw's Board of Directors reviewed the merits of appealing the
notification but has decided that it will not be in compliance with AMEX's
listing requirements, given the Company's financial performance in the latest
fiscal year. Consequently, Laidlaw filed an application on April 21, 2003 with
the SEC to withdraw its common stock from trading and registration on the AMEX.
On May 21, 2003, the SEC notified the Company that, upon consideration of the
facts stated in Laidlaw's application for voluntary delisting, the SEC approved
the Company's said application effective the opening of business on May 22,
2003. The Company is making all
14
efforts to facilitate the trading of its shares on the OTC Bulletin Board and
will cooperate with any qualified party interested in sponsoring such
application. Meanwhile, the Company's stock is eligible for trading in the Pink
Sheets and it is the Company's understanding that there are existing market
makers for the Company's shares in the Pink Sheets. Laidlaw is current with all
its SEC filings and intends to remain a fully reporting Company.
Securities and Exchange Commission Regulatory Matter
On March 5, 2002, Grant Thornton LLP ("Grant") notified the Laidlaw Board of
Directors that pursuant to Section 10A of the Exchange Act of 1934 (the "Grant
Report"), in their belief, an illegal act or acts may have occurred at Laidlaw
during 2001 with respect to the repricing of stock options. Grant alleged in
part that neither management nor the Board of Directors had taken sufficient
steps to determine whether an illegal act had occurred within the meaning of
Section 10A of the Exchange Act of 1934 and, accordingly, Grant notified the
Securities and Exchange Commission (SEC). At the current time, the Securities
and Exchange Commission (SEC) has commenced a formal investigation into this
matter.
To date the Company and its employees are fully cooperating with the
Commission's investigation and no formal proceedings against the Company have
been commenced by the Commission. At this time, there is no way for Counsel to
make any determination as to the potential liability of the Company in this
matter, if any, should formal proceedings be commenced.
Other
Unbeknownst to Laidlaw Global Corporation, it has been discovered that Laidlaw
was named in an action in the U.S. Western District Court of New York against
Howe & Rusling, Inc. ("H&R"), a subsidiary of H & R Acquisition Corp. ("HRAC"),
which was a former subsidiary of Laidlaw, along with H&R's new owners, Third
Security LLC ("Third Security"), and several employees of H&R in an age and sex
discrimination employment lawsuit from a former female employee of H&R, in
connection with the employee's termination in 2001. H&R had undertaken the
defense of the matter on behalf of Laidlaw without informing Laidlaw of the
proceedings based on an indemnification agreement in the sale contract of H&R to
Third Security. Because Laidlaw was not an employer of said plaintiff and it is
further contractually indemnified by Third Security, management believes it
cannot have any liability in this matter.
Effective November 1, 2003, Phoenix Consulting Group, the newly created division
of Phoenix Securities Corp., entered into a six-month sublease agreement with a
base monthly rent of $1,900 for an office space in New York City.
We are subject to various legal proceedings. In management's opinion, some of
these proceedings in which Laidlaw Global Corporation is involved as a defendant
could adversely affect the viability of the Company to continue its existence if
not satisfactorily settled or if an adverse decision beyond the ability of the
Company to receive financing was to be rendered.
NOTE F - INDUSTRY SEGMENTS
In 2002 and prior years, the Company operated in two principal segments of the
financial services industry: Asset Management and Broker-Dealer activities.
Corporate services consist of general and administrative services that are
provided to the segments from a centralized location and are included in
corporate and other.
Asset Management and Investment: activities include raising and investing
capital and providing financial advice to companies and individuals throughout
the United States and abroad. Through this group the Company provides client
advisory services and pursues direct investment in a variety of areas.
Broker-Dealer: Activities include underwriting public offerings of securities,
arranging private placements and providing client advisory services, trading,
and brokerage services including conducting research on, originating and
distributing both foreign and domestic equity and fixed income securities on a
commission basis to both institutional and individual investors throughout the
United States and abroad and for their own proprietary trading accounts.
15
Laidlaw Global Securities, the now dissolved wholly owned subsidiary of Cardinal
Holdings, Inc. (formerly Laidlaw Holdings, Inc.) which, in turn, is wholly owned
by the Company, was substantially engaged in traditional trading, brokerage and
investment banking services.
Foreign Operations and Major Customers: The Company had no significant assets or
revenues (either external or intercompany) from operations in foreign countries
for each of the two periods ended September 30, 2003 and 2002 other than
commission and Investment Banking revenues from the activities of Laidlaw Global
Securities on behalf of foreign and U.S. customers in foreign markets, amounting
to $52,500 as of September 30, 2002, which approximates 3.52% of external
revenue. Additionally, the Company had no significant individual customers
(domestic or foreign) as of September 30, 2003, or for each of the periods ended
September 30, 2003 and 2002.
The following table sets forth the net revenues of these industry segments of
the Company's business.
Nine months ended September 30,
-------------------------------
2003 2002
----------- ------------
(Unaudited)
Revenue from external customers
Asset management $ -- $ 172,397
Brokerage 75,031 1,286,584
Corporate and other 235,302 32,047
----------- ------------
Total external revenue $ 310,333 $ 1,491,028
=========== ============
Net (loss)
Asset management $ -- $ --
Brokerage 66,571 (2,942,414)
Corporate and other (672,556) (677,889)
----------- ------------
Total net (loss) $ (605,985) $ (3,620,303)
=========== ============
Total assets (1)
Asset management $ -- $ --
Brokerage 85,392 2,755,998
Corporate and other (61,596) 983,804
----------- ------------
Total assets $ 23,796 $ 3,739,802
=========== ============
(1) The decrease in assets is primarily due to the cessation of operations of
Laidlaw Global Securities, Inc. in November, 2002, the settlement of a funding
agreement, and the write down of fixed assets.
NOTE G - STOCK OPTIONS
During 1999, the Company established a stock option plan which incorporated all
outstanding options previously granted under the prior Laidlaw Holdings stock
option plans. The plan allows the Company to grant options to employees of the
Company, its subsidiaries and affiliates, for up to 4,350,000 shares of common
stock at December 31, 2002. Options currently outstanding are exercisable either
16
immediately or up to five years from the grant date and expire five years after
the grant date.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, and amendment of FASB Statement No.
123." This statement expands the disclosure requirements with respect to
stock-based compensation. The transition guidance and annual disclosure
provisions of SFAS No. 148 are effective for fiscal years ending after December
15, 2002. The adoption of SFAS No. 148 did not impact the Company's financial
condition or results of operations for fiscal 2002. Management is in the process
of evaluating the impact of the statement on the Company's financial position
and results or operations for fiscal 2003.
The following table illustrates the effect on net income and earnings per share
if the fair value based method had been applied to all outstanding and unvested
awards in each period.
Nine Months Ended September 30
------------------------------
2003 2002
------------ ------------
Net loss, as reported $ (605,985) $ (3,620,303)
Add: Stock-based employee compensation
expense included in reported
net loss, net of related tax effects 754,712
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects (11,917) (88,849)
------------ ------------
Pro forma net loss $ (617,902) $ (2,954,440)
============ ============
Loss per share:
Basic - as reported $ (0.02) $ (0.10)
============ ============
Basic - pro forma $ (0.02) $ (0.10)
============ ============
NOTE H - LOSS PER COMMON SHARE
Loss per common share is 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:
Nine Months Ended September 30
------------------------------
2003 2002
------------ ------------
(Unaudited)
Numerator
Net loss applicable to common shares for
basic and diluted earnings per share $ (605,985) $ (3,620,303)
------------ ------------
Denominator
Weighted-average common shares for basic
and diluted earnings per share 35,683,592 28,505,804
------------ ------------
Loss per common share
Basic and diluted $ (.02) $ (.13)
============ ============
All outstanding warrants and options were excluded from the computation of the
diluted earnings per share because the Company incurred losses for the nine
month period ended September 30, 2003 and 2002 and the effect would have been
antidilutive.
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Laidlaw Global Corporation is a financial services firm that operated in two
business segments: brokerage, which includes investment banking and sales and
trading, and asset management. Going forward the company intends to have two
wholly owned subsidiaries: (1) Phoenix Securities Corp.; and (2) Laidlaw
Properties, Inc. ("Laidlaw Properties").
1) Phoenix Securities Corp. offers a range of innovative investment strategies,
and financial services. Phoenix Securities Corp. provides its clients with an
opportunity to extend their investment offerings to key international markets.
Once appropriately licensed and registered, it will assist international
companies who require access to the U.S. capital markets. Laidlaw has years of
experience in building strategic alliances and investment relationships, as well
as advising on mergers and acquisitions and related financing opportunities.
Until it has completed the process of registration and obtained the necessary
licenses, the newly formed subsidiary of Laidlaw is limiting itself to
investment banking services that do not require a registration as a
broker-dealer. It has recently completed its first assignment by issuing a
fairness opinion for a fee in the corporate merger of a publicly traded entity.
2) Laidlaw Properties, Inc. aims to establish itself as a leading niche player
in the global property market. Given the size of Laidlaw and the flat structure
of the business model, the two divisions will be interdependent on each other
and will share their respective skill pools.
Asset management activities included raising and investing capital and providing
financial advice to companies and individuals throughout the United States of
America and overseas. Through this group, Laidlaw provided client advisory
services.
Brokerage activities included underwriting public offerings of securities,
arranging private placements and providing client advisory services, trading,
conducting research on, originating and distributing equity and fixed income
securities on a commission basis and for their own proprietary trading accounts.
Laidlaw has operated through a number of separate entities owned directly by
Laidlaw Global Corporation or through its wholly owned subsidiary, Laidlaw
Holdings, Inc., which was renamed Cardinal Holdings, Inc. in March 2003. Laidlaw
Global Securities, Inc. provided brokerage services and was wholly owned by
Laidlaw Holdings, Inc. Howe & Rusling, Inc. provided management services of
financial assets and was owned by H&R Acquisition Corp., 81% of whose stock was
owned by Laidlaw Holdings, Inc. The interest in H&R Acquisition Corp. was sold
on December 26, 2001 pursuant to a Stock Purchase Agreement dated December 21,
2001. Westminster Securities Corporation, a NYSE member firm acquired by Laidlaw
on July 1, 1999 also provided general brokerage services. Westminster Securities
Corporation was sold on June 12, 2001. The sale of Westminster Securities
Corporation was completed pursuant to the Amended and Restated Stock Purchase
Agreement dated June 7, 2001. The Agreement stipulated that the transactions
shall be treated solely for tax and financial reporting purposes as having an
effective date of May 31, 2001. Another subsidiary, Globeshare Group, Inc.
(formerly Global Electronic Exchange, Inc.), was a holding company that owned
100% of Globeshare, Inc., an online broker-dealer. Globeshare, Inc. filed for
withdrawal of its registration as a broker/dealer with the NASD on November 20,
2001. The operations and customer accounts of the on-line broker were
transferred to Laidlaw Global Securities on October 5, 2001 after duly informing
the customers. A broker/dealer subsidiary called Laidlaw International, S.A.,
located in France, was granted the license to operate as a broker/dealer by
Banque de France in April 2001. A new subsidiary Laidlaw Properties, Inc., which
was incorporated in the state of Delaware under the General Corporation Law,
will undertake the Company's investment property business and other real estate
ventures. Another subsidiary, Phoenix Securities Corp., which was incorporated
in Delaware under the General Corporation Law in September, 2001 and was not
operational until recently, specializes in Corporate services including the
rendering of fairness opinions, the review of merger and acquisition
transactions and the brokering of such transactions for a fee or an equity
participation. At this point, Phoenix Securities Corp. provides services not
requiring its registration as a Broker-Dealer. In the future, should it decide
to enter into businesses requiring such registration, Phoenix will apply for the
appropriate registrations, authorizations and licenses.
18
Numerous changes in the operation of the businesses of Laidlaw Global
Corporation occurred during fiscal years 2003 and 2002. After September 11,
2001, the European market, an essential part of the business generated by the
French subsidiary, Laidlaw International, deteriorated and did not recover as
promptly as the U.S. markets. In early February, 2002, the French Commission
Bancaire demanded a capital increase of 2 million Euros in order to maintain the
French subsidiary in Compliance with French Net Capital Regulations. Laidlaw
Global Corporation had to make a hard decision since it could not support its
European operations while keeping adequate capital for the U.S. operations. With
a very short deadline imposed by the French regulatory authority, Laidlaw Global
Corporation determined not to provide the additional capital and this resulted
in the nomination of an Administrator for Laidlaw International by the
Commission Bancaire. Effective April 11, 2002, the French Administrator
committed to a process of liquidation. Accordingly, the Company recognized a
loss as of December 31, 2001 from the write off of all its investment in the
French subsidiary amounting to $634,562. In March 2002, the Company incurred an
additional expense of $35,264 in connection with the final settlement in closing
the operations of the French subsidiary as required by the French Administrator.
With the difficult market conditions that prevailed starting the second half of
fiscal 2000, Laidlaw Global Securities, Inc. ("LGSI") experienced continued
losses and erosion of its capital despite management's persistent efforts to cut
costs and find new avenues for revenue generation. In the last quarter of fiscal
2002, the Company's management deemed LGSI was no longer a viable operation to
maintain. On or about November 19, 2002, LGSI filed with the Securities and
Exchange Commission a Uniform Request Withdrawal from Broker-Dealer Registration
effective November 13, 2002. LGSI also filed a Notice of Withdrawal as an
Investment Advisor. In conjunction with this. LGSI sold its list of client
accounts to Kuhns Brothers Securities for a cash consideration of $75,000. A
negative consent transfer letter was sent to all clients of LGSI. With the
cessation of operations of LGSI, Laidlaw terminated most of its employees and
retained only key personnel required to close the affairs of said broker-dealer
subsidiary and maintain the downsized operations of the Company. An asset write
down in the amount of $333,042 was required to adjust the investment of LGSI and
the Company in computer hardware and software, furniture, and leasehold
improvements. Since LGSI was no longer engaged in broker-dealer activities, LGSI
filed a Certificate of Dissolution with the state of Delaware on April 2, 2003.
Market fluctuations in both U.S. and overseas markets, as well as general global
economic factors, significantly affected Laidlaw's operations. These factors
include economic and market conditions; the availability of capital; the
availability of credit; the level and volatility of equity prices and interest
rates; currency values and other market indices; and technological changes and
events. The increased use of the Internet for securities trading and investment
services are important factors that may affect Laidlaw's operations. Inflation
and the fear of inflation as well as investor sentiment and legislative and
regulatory developments will continue to affect the business conditions in which
our industry operates. Such factors may also have an impact on Laidlaw's ability
to achieve its strategic objectives, including growth in assets under
management, global investment banking and brokerage service activities.
Laidlaw's securities business, particularly its involvement in primary and
secondary markets in domestic and overseas markets was subject to substantial
positive and negative fluctuations caused by a variety of factors that cannot be
predicted with great certainty. These factors include variations in the fair
value of securities and other financial products and the volatility and
liquidity of global trading markets. Fluctuations also occurred due to the level
of market activity, which, among other things, affected the flow of investment
dollars into bonds and equities, and the size, number and timing of transactions
or client assignments.
Laidlaw's results of operations were also materially affected by competitive
factors. Recent and continuing global convergence and consolidation in the
financial services industry will lead to increased competition from larger
diversified financial services organizations even though Laidlaw's strategy has
been to position itself in markets where it believes it has an advantage over
its competition due to strong local connections and access to foreign brokerage
firms and investors.
19
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
value. 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 as 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 charges
current operations for the measured impairment as required.
20
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. The Company records a valuation
allowance on deferred tax assets when appropriate to reflect the expected future
tax benefits to be realized. In determining the appropriate valuation allowance,
certain judgments are made relating to recoverability of deferred tax assets,
use of tax loss carryforwards, level of expected future taxable income and
available tax planning strategies. These judgments are routinely reviewed by
management. For further discussion, see Notes A and L to the Consolidated
Financial Statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
As of September 30, 2003, the Company did not have any derivatives, non
fixed-interest debt or hedges outstanding. Therefore, the Company was not
subject to interest rate risk.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) has
evaluated the Company's disclosure controls and procedures, as defined in the
rules of the SEC, within 90 days of the filing of the date of this report and
has determined that such controls and procedures were effective in ensuring that
material information relating to the Company and its consolidated subsidiaries
was made known to them during the period covered by this report.
Internal Controls
The CEO and CFO is primarily responsible for the accuracy of the financial
information that is presented in this report. To meet their responsibility for
financial reporting, he has established internal controls and procedures which
he believes are adequate to provide reasonable assurance that the Company's
assets are protected from loss. These internal controls are reviewed by the
independent accountants to support their audit work. In addition, our Audit
Committee, which is composed entirely of outside directors, meets regularly with
management and the independent accountants to review accounting, auditing and
financial matters. This Committee and the independent accountants have free
access to each other, with or without management being present.
21
Recent Developments
In January 2003, the Company issued 2,000,000 shares of its common stock to an
individual unrelated to the Company in a private sale for $148,930 ($.074 per
share).
In January, 2003, the Company settled the dispute that arose out of the
previously non completed funding agreement entered with London Capital Group,
Ltd. for a compensation of $70,000, $10,000 of which was received in December,
2002 and the balance of $60,000 in January, 2003.
On February 14, 2003, Phoenix Securities Corp., which was incorporated in
Delaware under the General Corporation Law in September, 2001 and was until then
a non operating entity, was added as a new subsidiary of the Company. Phoenix
Securities Corp specializes in Corporate services including the rendering of
fairness opinions, the review of merger and acquisition transactions and the
brokering of such transactions for a fee or an equity participation. At this
point, Phoenix Securities Corp. provides services not requiring its registration
as a Broker-Dealer. In the future, should it decide to enter into businesses
requiring such registration, Phoenix will apply for the appropriate
registrations, authorizations and licenses. It has recently completed its first
assignment by issuing a fairness opinion for a fee in the corporate merger of a
publicly traded entity.
On March 4, 2003, the Company moved its offices to a new location in New York
City. The move is in conjunction with its cost restructuring efforts.
On March 26, 2003, the Board of Directors of Laidlaw Holdings, Inc. approved the
dissolution of its wholly-owned subsidiary Laidlaw Global Securities, Inc. which
was no longer engaged in broker-dealer activities. On the same date the Board of
Directors of Laidlaw Global Securities, Inc. concurred with the resolution of
the parent company. Accordingly, a Certificate of Dissolution was filed by
Laidlaw Global Securities, Inc. with the State of Delaware on April 2, 2003.
On March 31, 2003, Laidlaw Holdings, Inc. filed an amendment of its Certificate
of Incorporation with the state of Delaware for a change of corporate name to
Cardinal Holdings, Inc. This amendment was approved by the Secretary of State of
Delaware on April 3, 2003 and made effective retroactive to the filing date.
On April 8, 2003, the Company issued 300,000 shares of its common stock to an
entity based in the United Kingdom and unrelated to the Company in a private
sale for $24,000 ($.08 per share). On June 6, 2003, the Company issued 166,700
shares of its common stock to the same unrelated entity in a private sale for
$10,000 ($.06 per share). The average price of these stock issuances was $.0728.
These are in accordance with a Subscription Agreement dated January 14, 2003,
with an amendment dated May 6, 2003, for a $150,000 financing commitment.
22
On April 10, 2003 the staff of the American Stock Exchange (AMEX) confirmed with
the management of the Company the intention of AMEX to proceed with the filing
of an application with the Securities and Exchange Commission (the "SEC") to
strike the Company's common stock from listing and registration on the Exchange.
AMEX had earlier advised Laidlaw Global Corporation in April 2002 that Laidlaw
was in breach of two continuing listing requirements of the Exchange, namely,
its equity was below the required minimum and that it had reported losses for
two of the previous three years. Laidlaw submitted a business plan to AMEX
outlining its strategy to cure the defaults over the next three to four quarters
and requested AMEX to maintain the listing as long as Laidlaw continued to meet
the goals set out in the business plan. Given the continuing difficult markets,
Laidlaw has ascertained that it will be unable to meet the deadline set forth in
the business plan to comply with the AMEX listing standards. Moreover, the AMEX
has notified Laidlaw in its most recent communication that the Company presently
is in breach of additional listing requirements, including its failure to hold a
shareholders' meeting in a timely manner. The Company does not agree with all of
the issues in the AMEX notification and has the right to appeal the AMEX
notification. Laidlaw's Board of Directors reviewed the merits of appealing the
notification but has decided that it will not be in compliance with AMEX's
listing requirements, given the Company's financial performance in the latest
fiscal year. Consequently, Laidlaw filed an application on April 21, 2003 with
the SEC to withdraw its common stock from trading and registration on the AMEX.
On May 21, 2003, the SEC notified the Company that, upon consideration of the
facts stated in Laidlaw's application for voluntary delisting, the SEC approved
the Company's said application effective the opening of business on May 22,
2003. The Company is making all efforts to facilitate the trading of its shares
on the OTC Bulletin Board and will cooperate with any qualified party interested
in sponsoring such application. Meanwhile, the Company's stock is eligible for
trading in the Pink Sheets and it is the Company's understanding that there are
existing market makers for the Company's shares in the Pink Sheets. Laidlaw is
current with all its SEC filings and intends to remain a fully reporting
Company.
On April 19, 2003, Westminster Securities Corporation ("Westminster Securities")
failed to meet its obligation on a note payable to the Company of $165,000,
consisting of $150,000 principal and $15,000 interest. After several
communications with an officer of Westminster Securities who represented that
Westminster Securities needed time to gather the necessary funds to meet its
obligation, the president of Westminster Securities informed the Company on
April 22, 2003 that the funds were available but they intended to obtain a
reduction in the amount due based on alleged breaches in a service agreement
between Westminster Securities and the Company. The Company acknowledges that it
had a service agreement with Westminster Securities, and that Westminster
Securities paid for the services rendered and already negotiated reductions to
the amounts due on a contemporaneous basis when it did not agree with the
charges. After further discussions with the Company's legal counsel and
negotiations with Westminster Securities, the Company agreed with Westminster
Securities for a settlement of $99,989 on April 28, 2003, whereby the Company
issued a general release to Westminster Securities in consideration of $99,999
and Westminster Securities issued a general release to the Company in
consideration of $10. The settlement was received by the Company on April 29,
2003.
In May 2003, the Company issued 133,140 shares of its common stock to certain
shareholders of Globeshare Group, Inc. on a one-for-one exchange for stock of
Globeshare Group, Inc. The exchange was valued at $3,328.
Laidlaw Properties, Inc. terminated on June 15, 2003 its agreement with Prince
William Resort LLC to acquire the Whittier, Alaska property as a result of
Laidlaw Properties, Inc. not having received an updated independent valuation
report by the previously set June 15, 2003 deadline.
23
On June 18, 2003, the Company announced that it has agreed to settle a debt
incurred as guarantor of certain obligations contracted by its past operated
subsidiaries Globeshare Group, Inc. (formerly Global Electronic Exchange, Inc.)
and Laidlaw Global Securities, Inc. for the leasing of computer hardware. In
accordance with the agreement, in September, 2003 the Company issued $190,000
Principal of Preferred Stock with a 7% simple coupon payable quarterly and a
3-year maturity. The Preferred Stock have a convertible feature allowing for
conversion into shares of the Common Stock of Laidlaw at a price of $0.10 or
$0.20 if the conversion is forced by the warrant holder. As part of the same
agreement, Laidlaw issued to the creditor 600,000 warrants of its Common Stock
with a strike price of $0.10. The settlement agreements were concluded by
Counsel, the shares have been issued and a Stipulation of Discontinuance has
been received and is being filed with the Court.
In August 2003, the Company issued 1,640,000 shares of common stock to a
partnership in which a principal officer and director has an interest in
settlement of loans owed to the principal officer and director amounting to
$16,400 ($.01 per share).
In September 2003, the Company issued 1,333,333 shares of common stock to
foreign corporation unrelated to the Company in a private sale for $20,000
($.015 per share).
On October 15, 2003, Stanley Ira Birnbaum resigned as a member of the Board of
Directors and the Audit Committee. Laidlaw is in the process of placing a new
candidate to fill the vacated position.
On October 29, 2003, the Company obtained a $25,000 loan from an unrelated
party. Once the necessary registrations are completed, shares of Preferred stock
that are convertible into Common Stock and that have warrants attached with no
exercise rights until the increase in authorized Common Stock has been effected,
will be issued in settlement of the loan.
Laidlaw is in negotiations with respect to a licensing agreement with a United
Kingdom entity with which it expects to conclude a final agreement before the
end of the year. The original expected completion date of September 1, 2003 was
extended due to further discussions being undertaken.
Phoenix Securities Corp. ("Phoenix") created a new division called Phoenix
Consulting Group ("PCG"). PCG has entered into an agreement to market the
services of Gunn Allen Financial ("Gunn Allen"), a broker-dealer, as an Office
of Supervisory jurisdiction of Gunn Allen. Four employees of Phoenix Consulting
Group are in the process of being registered as Registered Representative of
Gunn Allen to operate on behalf of the PCG, an Office of Supervisory
Jurisdiction of Gunn Allen.
As a result Phoenix expects to start receiving revenues upon completion of the
registration process that will consist in the contractual giving up of part of
the commissions earned by the Registered Representatives for office services
rendered to them by Phoenix. The use of the proceeds will cover office operating
costs with the purpose of reaching a level of production that could allow a
surplus to be earned by Phoenix upon the full development of the business of the
PCG division.
The operation is essentially aimed at institutional investors. It is too early
to predict the level of profitability if any of this venture at this time. All
resulting agreements and registration authorization are in the process of
completion and the unit should be up and running by December 1, 2003.
Effective November 1, 2003, PCG entered into a six-month sublease agreement with
a base monthly rent of $1,900 for an office space in New York City.
Global Economic and Market Developments in the Quarter and Nine Months Ended
September 30, 2003
The difficult global market and economic conditions that existed during fiscal
2002 and continued through the second quarter of fiscal 2003 did not improve as
expected during the third quarter, despite the increase in financial market
indices. Most global economies continued to experience higher levels of
unemployment and lower levels of industrial production. It is currently
unpredictable when these market and economic conditions will improve.
24
In Europe, economic growth was generally weak, with the level of business
confidence feeling the impact of difficult conditions existing in the global
economy. Unemployment remained high, hovering around 8 or 9 percent. Industrial
production remained sluggish, corporate earnings were weak, and corporate debt
experienced downgrades. Economists predict that European economies will probably
grow by only 0.5 percent this year on average. However, consumer confidence
improved, thereby increasing consumer spending. With the expectation of a
gradual improvement in economic activity in the Euro area in the second half of
2003, and a further strengthening in 2004, the European Central Bank (ECB) left
the minimum bid rate on the main refinancing operations of 2.00% unchanged since
June, 2003.
In the U.S., the economy grew at a 7.2% annual rate in the third quarter, the
fastest growth in almost 20 years and the broadest-based gain in the economy in
the three years since the stock-market-fueled boom years of the 1990s. Consumer
spending and exports climbed and business investment rebounded. The increase in
business investment on equipment and software rose markedly at an annualized
rate of 15.4%. The U.S. dollar strengthened against the euro attracting higher
capital inflows to the U.S., a contributing factor to the rise in the equity
markets. Economists cautioned, however, that the robust expansion in the economy
was basically a result of the tax cut and mortgage-refinancing boom.
Unemployment still remains above 6% of the labor force. Economic reports
reinforced the expectations by economists of the nation's economy rebounding in
the second half of the year. Against that backdrop and with monetary policy
having been eased substantially, the Federal Open Market Committee (FOMC)
maintained the federal funds rate at 1 percent during the quarter and until
October 2003, their lowest level since 1958. The Committee believes that, since
the economy has recently showed signs of improvement, such as increases in
manufacturing activity and retail sales and strong earnings reports, these
developments should foster an improving economic climate over time.
These uncertain and turbulent market and economic environments adversely
affected the results of operations of the Company for the third quarter of
fiscal 2003. The only revenues recognized by the Company were from expense
reversals and concessions as well as corporate income tax refunds.
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 Properties. 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 Properties will benefit
from the sale of developed sites and rental income earned from property on its
books.
Results of Operations for the Quarter and Nine Month Period Ended September 30,
2003 and 2002
Laidlaw posted a loss of $18,654 for the third quarter of 2003, compared to the
net loss of $1,265,099 for the third quarter of 2002. While there was a decrease
in the net loss, losses continue because Laidlaw is still in the process of
rebuilding its revenue base through the operations of its two new subsidiaries,
Phoenix Securities Corp. and Laidlaw Properties Inc. Furthermore, the management
of Laidlaw is continuing its efforts in seeking fresh capital to be utilized for
the operational needs of the Company until its revenue stream can support these.
The only revenues recognized for the third quarter of fiscal 2003 were from
expense reversals and concessions and refunds of corporate income taxes paid.
25
Basic and diluted loss per common share was $.0005 and $.02 in the quarter and
nine month period ended September 30, 2003 as compared with $.04 and $.13 in the
quarter and nine month period ended September 30, 2002.
Operations of three subsidiaries, Laidlaw Global Securities, Inc. Globeshare
Group, Inc., and Laidlaw International, S.A.,significantly contributed to the
loss incurred during the third quarter of fiscal 2002. Laidlaw Global
Securities, Inc. saw a sharp decrease in its commissions volume strictly related
to the market performance of the emerging global markets and the NASDAQ market
in the U.S. Globeshare Group, Inc. still incurred depreciation costs on the
remaining carrying value of computer hardware and software as well as interest
expense on the note payable which was fully paid in May, 2002 and the equipment
lease contracts. The Company incurred an additional expense of $35,264 in March
2002 pertinent to the final settlement of the closing down of the operations of
the Laidlaw International subsidiary as required by the French Administrator.
Laidlaw's income for fiscal 2002 was derived from its operation in two principal
segments of the financial services industry, namely asset management and
brokerage activities. Income from those activities is summarized as follows.
Brokerage commission revenues which represent 141% (inclusive of investment
trading losses) of total revenues for the nine month period ended June 30, 2002
are geographically categorized as follows:
For the nine months ended September 30, 2002, LGSI generated revenues of
$308,859 from its activities on behalf of foreign and U.S. institutional
customers and $1.8 million from it activities in the U.S. markets. The investors
transacting in the U.S. markets are both U.S. and non-U.S. entities and
individuals.
Asset Management fees from LGSI amount to $172,397 for the nine months ended
September 30, 2002, which represents 12% of the Company's revenue for the
period. Corporate finance fees of Phoenix Securities Corp. for the nine months
ended September 30, 2003 amount to $75,000 which represents 24% of the Company's
revenue. Corporate finance fees of LGSI for the nine months ended September 30,
2002 amount to $106,389, which represents 7% of the Company's revenue. Trading
loss of LGSI amount to $1,041,593 for the nine months ended September 30, 2002.
Other revenue, which consists principally of interest income and rebates on
securities trades, as well as expense reversals and concessions and corporate
income tax refunds in 2003, amount to $235,333 and $148,798 for the nine months
ended September 30, 2003 and 2002, respectively, which represent 76% and 10% of
the Company's revenue for the respective periods.
Salaries and other employee costs for the nine months ended September 30, 2003
decreased to $351,215 from $1,602,519 for the nine months ended September 30,
2002. Salaries and other employee costs for the quarter ended September 30, 2003
decreased to $19,162 from $476,326 for the quarter ended September 30, 2002. The
decrease in this expense primarily relates to the cessation of the operations of
LGSI and the reversal in the third quarter of 2003 of officers' accrued salaries
recognized in the previous quarters as voluntary concessions to the Company.
The Company recorded a net credit of $754,712 for the nine months ended
September 30, 2002 and a credit of $153,797 for the quarter ended September 30,
2002 related to stock options subject to variable pricing. The net credit
resulted in a corresponding decrease in additional paid-in capital and the
charge resulted in a corresponding increase in said capital account.
There was no commission expense for the nine months and quarter ended September
30, 2003, respectively. Commission expense amounted to $1,057,043 and $126,311
for the nine months and quarter ended September 30, 2002, respectively. The
decrease is attributable to the cessation of operations of LGSI.
Clearing expenses for the nine months ended September 30, 2003 decreased to
$6,697 from $248,887 for the nine months ended September 30, 2002. Clearing
expenses for the quarter ended September 30, 2002 amounted to $46,637. Clearing
expenses, which primarily consist of amounts paid to the broker-dealers'
clearing agent for processing and clearing
26
customers' trades, reflect the decrease related to the cessation of operations
of LGSI. The minimal clearing fees incurred during the quarter ended March 31,
2003 were the charges by the clearing broker in closing the accounts of LGSI.
Rent and utility expenses for the nine months ended September 30, 2003 decreased
to $193,801 from $568,580 for the nine months ended September 30, 2002. Rent and
utility expenses for the quarter ended September 30, 2003 decreased to $7,738
from $219,224 for the quarter ended September 30, 2002. Rent and utility
expenses include cost of leasing office space and space with our Internet
service provider, net of the amortization of the deferred rent on the lease at
its former office location. Although the Company moved to a new location on
March 4, 2003, the reduction in rent impacted the results of operations only
starting in the second quarter of fiscal 2003 because the sublease payments
received in January and February 2003 were substantially reduced compared to the
sublease payments received in the first quarter of fiscal 2002. In addition, the
Company recognized certain real estate tax adjustments in the first quarter of
fiscal 2003.
There were no depreciation and amortization expenses for the nine months and the
quarter ended September 30, 2003. Depreciation and amortization expenses
amounted to $268,053 and $88,573 for the nine months and the quarter ended
September 30, 2002, respectively. Depreciation and amortization expenses, which
include depreciation of equipment and amortization of software development
costs, decreased primarily due to the asset write down recorded in 2002 to
adjust LGSI's and the Company's investment in computer hardware and customized
application software to their net realizable values.
Travel and entertainment expenses for the nine months ended September 30, 2003
decreased to $8,381 from $221,394 for the nine months ended September 30, 2002.
Travel and entertainment expenses for the quarter ended September 30, 2003
decreased to $200 from $65,080 for the quarter ended September 30, 2002. The
decrease in travel and entertainment expenses are attributed to the cessation of
operations of LGSI and the cost-cutting efforts of management.
Professional fees for the nine months ended September 30, 2003 decreased to
$171,671 from $1,183,899 for the nine months ended September 30, 2002.
Professional fees for the quarter ended September 30, 2003 decreased to $17,009
from $308,330 for the quarter ended September 30, 2002. The decrease in
accounting fees and legal fees resulted from the cost-cutting efforts of
management and from the cessation of operations of LGSI.
Dues and assessments for the nine months ended September 30, 2003 decreased to
$15,342 from $113,177 for the nine months ended September 30, 2002. Dues and
assessments for the quarter ended September 30, 2003 decreased to $326 from
$24,243 for the quarter ended September 30, 2002. The decrease resulted from the
cessation of the operations of LGSI.
Communications and information systems expenses for the nine months ended
September 30, 2003 decreased to $55,149 from $477,574 for the nine months ended
September 30, 2002. Communications and information systems expenses for the
quarter ended September 30, 2003 decreased to $3,375 from $140,174 for the
quarter ended September 30, 2002. Communications and information systems
expenses, which include telephone, quotes and other information costs, decreased
due to the reduction of services related to the cessation of operations of LGSI
in November 2002.
Interest expense for the nine months ended September 30, 2003 decreased to
$2,089 from $84,254 for the nine months ended September 30, 2002. There was no
interest expense for the quarter ended September 30, 2003, while interest
expense amounting to $30,524 was incurred for the quarter ended September 30,
2002. The decrease in interest expense resulted from the settlement of the loans
by the Company in 2002. The only remaining contractually interest-bearing
obligations are the leases on computer equipment.
For the nine months ended September 30, 2003, the Company recognized a loss on
the write down in March 2003 of notes and interest receivable from Westminster
Securities Corp. Of the note receivable amounting to $150,000 and interest
receivable amounting to $10,458, only $99,989 was collected in the final
settlement received on April 29, 2003. Accordingly, $60,469 of the total
receivable was written off. Interest on the note for
27
the period January 1 to April 19, 2003 amounting to $4,542 was no longer
effected in the results of operations, considering the outcome of the
settlement.
Loss on sale of subsidiaries of $238,530 for the nine months ended September 30,
2002 represent a $275,000 reversal of accrued equipment lease of Laidlaw
Internationl, $35,264 additional expense incurred by the Company in March, 2002
pertinent to the final settlement of the cessation of operations of the Laidlaw
International subsidiary as required by the French administrator and $1,206 loss
on the cessation of operations of Laidlaw Pacific (Asia), the subsidiary that
was not operational since its acquisition.
The Company recognized a credit of $289,879 for the nine months ended September
30, 2002 pertinent to the settlement in June, 2002 of the claims by and
counterclaims against Plural, a software developer.
A charge of $3,329 and $73,708 was recognized in the nine months ended September
30, 2003 and September 30, 2002, respectively, pertinent to the exchange of the
shares Globeshare Group, Inc. for shares of Laidlaw.
All other expenses for the nine months ended September 30, 2003 decreased to
$70,512 from $198,194 for the nine months ended September 30, 2002. All other
expenses for the quarter ended September 30, 2003 decreased to $19,504 from
$79,056 for the quarter ended September 30, 2002. These expenses consist, among
other things, of office supplies, insurance, and other miscellaneous expenses.
The decrease in these expenses resulted from the reduced cost of operations
resulting from the cessation of operations of LGSI in November 2002.
Liquidity and Capital Resources
The Company has incurred continuing net losses from fiscal year December 31,
2002 through the third quarter of fiscal 2003, and working capital and
stockholders' capital deficiencies as of September 30, 2003 and December 31,
2002, respectively. 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.
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 investment banking
operations and of its property interests. The revenue model is balanced between
the less predictable cash flow characteristics of the merchant banking
operations with the more predictable pattern generated by Laidlaw Properties.
The merchant banking operations will source their revenue from conventional
retainers and fees, fund raising and the equity participation carried into their
client companies. Smoothing this revenue stream out will be the associated fees
earned from the Investment Management operations. Laidlaw Properties will
benefit from the sale of developed sites and rental income earned from property
on its books. Management has defined clear strategic and financial objectives.
However, one has to be fully aware that there is no guarantee of success.
Phoenix Securities Corp.
1. Attempt to undertake about four transactions a year with an ability to raise
from $5 million to $25 million for each client company.
2. Have a carry forward equity participation in each of its transaction of less
than 5% (ideally 4.9 %) of the equity of each client company.
Phoenix Securities Corp. ("Phoenix") created a new division called Phoenix
Consulting Group ("PCG"). PCG has entered into an agreement to market the
services of Gunn Allen Financial ("Gunn Allen"), a broker-dealer, as an Office
of Supervisory jurisdiction of Gunn Allen. Four employees of Phoenix Consulting
Group are in the process of being registered as Registered Representative of
Gunn Allen to operate on behalf of the PCG, an Office of Supervisory
Jurisdiction of Gunn Allen.
As a result Phoenix expects to start receiving revenues upon completion of the
registration process that will consist in the contractual giving up of part of
the commissions earned by the Registered Representatives for office services
rendered to them by Phoenix. The use of the proceeds will cover office operating
costs with the purpose of reaching a level of production that could allow a
surplus to be earned by Phoenix upon the full development of the business of the
PCG division.
The operation is essentially aimed at institutional investors. It is too early
to predict the level of profitability if any of this venture at this time. All
resulting agreements and registration authorization are in the process of
completion and the unit should be up and running by December 1, 2003.
28
Laidlaw Properties. Inc.
1. Identify and attempt to complete the development of a resort project if
due diligence confirms the viability of said project.
2. Evaluate for the purpose of acquisition for shares or through capital
raising any viable project that would meet the recommendations of Laidlaw
Properties' Chief Executive.
3. Study the potential of developing Laidlaw Properties United States
commercial property portfolio
4. Study the potential of developing Laidlaw Properties United Kingdom
commercial property portfolio in a Joint Venture with a major
International Real Estate development Company.
Laidlaw Properties is currently reviewing certain acquisitions for projects that
have already been built, on very favorable terms that can be sold immediately as
timeshares, without the risks or delays associated with construction and
development. The property division will also act as a fee based real estate
manager and as an advisor to developers and institutional investors, as a real
estate broker of commercial properties and Hotel Properties and as a General
Partner in real estate syndication transactions of commercial properties such as
office buildings industrial properties or shopping centers. The Company
anticipates earning fees and commissions in future years to generate a positive
cash flow in the real estate division while at the same time expanding the
Company's real estate portfolio of owned and managed properties.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Galacticomm Technologies, Inc. vs. Laidlaw Global Securities, Inc.
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 lead underwriters for the
Galacticomm IPO were First Equity Corporation of Florida and Security Capital
Trading, Inc. ("Lead Underwriters"). The Lead Underwriters entered into a
sub-underwriting agreement with various sub-underwriters, including LGSI.
Pursuant to said Agreement, LGSI agreed to purchase 200,000 shares of
Galacticomm at $5.40 per share ($1,080,000) and 200,000 warrants of Galacticomm
at $0.09 per warrant($18,000). Additionally, the Company agreed to guarantee the
purchase of an additional 20,000 shares and warrants if deemed necessary. On the
eve 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 entire underwriting group in a Florida state court seeking damages
for breach of the underwriting agreement. The Sub-Underwriters jointly engaged
Florida counsel to defend them in this proceeding and they are vigorously
defending this matter under the theory that the Lead Underwriters were justified
in aborting the IPO based upon a dramatic downturn in the world financial
community which jeopardized all the underwriters' abilities to sell Galacticomm
shares to its investors at the time of the IPO.
Before this matter could proceed to trial, all remaining defendants reached a
settlement agreement with plaintiff. The settlement agreement provided for LGSI
to pay the sum of $72,500 over four quarterly installments. However, Laidlaw
breached the terms of the settlement agreement resulting in a judgment against
the Company in the amount of $1,378,681 (with interest accruing at the rate of
9% per annum from January 21, 2003). Since this judgment is against LGSI only,
the Company's counsel believes that plaintiff can enforce this judgment only
against LGSI and not against any of the other Laidlaw entities, including the
parent entity. Furthermore, it is the opinion of the Company counsel that in the
event LGSI has sufficient capital to pay the original settlement amount,
plaintiff will accept this sum in full satisfaction of the aforementioned
judgment. Of course, there is no guarantee that this will occur. Management had
initially indicated its intent to appeal the judgment in the state of Florida.
However, given the non-impact of this matter on the parent company and the
29
cessation of operations of the subsidiary concerned by this issue, management
has opted for no further action on this matter.
Greek Capital Market Commission vs. Laidlaw Global Corporation
The Company, as well as its subsidiary Laidlaw Global Securities, have been
named in an administrative proceeding involving the Greek Capital Market
Commission ("CMC"). In early 2000, representatives of the Company were
introduced to a representative of Elektra S.A. ("Elektra"), an entity whose
securities are publicly traded in Greece, in order to discuss a business
strategy by which the Company would assist in the sale of a significant amount
of Elektra's shares by certain of its stockholders. Following meetings with such
persons, Elektra announced in the spring of 2000 that its principal shareholders
would sell up to 3,000,000 shares of its stock. On March 28, 2000, Elektra sold
two million shares of its stock to institutional investors through a Greek
brokerage firm, Contalexis Financial Services.
On February 28, 2001, the CMC, an administrative body which reviews securities
issues in Greece, found that Laidlaw Global Securities violated certain
notification requirements to the CMC and Elektra. According to the CMC's
findings, the Company (i) failed to notify the CMC and Elektra of the March 28,
2000 acquisition of Elektra shares and (ii) failed to notify the Athens Stock
Exchange of the Company's assignment of voting rights and participation of share
capital in Elektra. The Company believes that, since neither it nor any of its
subsidiaries ever owned shares of Elektra, and for the other reasons set forth
below, both of these findings are without merit and factually inaccurate and
will be overturned on appeal.
Additionally, the CMC found that a representative of the Company falsely stated
to the public that the Company was interested in holding Elektra shares two days
prior to selling such shares. Since the Company never held shares of Elektra,
management believes that such statements were misquoted by the Greek press. The
subsidiary Laidlaw Global Securities and the Company have been assessed fines
and penalties aggregating 1,257,168 Euros (US$1,357,741). These fines were
levied after reviewing response letters filed by the Company's Greek counsel.
Greek counsel to the Company will be filing Remedy Petitions before the CMC
against the decisions assessing the fines, which is a form of an administrative
proceeding. In the event the Remedy Petitions are rejected by the CMC, the
Parent will file Writs of Annulment before the Conseil d'Etat, which is the
Greek Court having jurisdiction over such matters. Since neither the Company,
nor any of its subsidiaries, has (i) ever owned shares of Elektra, (ii) ever
acted as a principal or agent for the purchase or sale of shares of Elektra,
(iii) acted as a broker-dealer of securities of Elektra, or (iv) ever stated,
publicly or otherwise, that it, or any of its subsidiaries, did hold, or
intended to hold or own, shares of Elektra, it believes that the findings of the
CMC will be overturned on appeal. The Company's counsel in Greece has advised
that in its opinion, the fines imposed by the CMC are civil fines and can only
be enforced against the assets of the Company in Greece. Further, they advise
that any enforcement of fine in the United States would require commencing a new
action in the United States.
Plural, Inc. vs. Laidlaw Global Corporation, et. al.
In November, 2001, Plural instituted action in the New York State Supreme Court
for services rendered pursuant to a computer consulting agreement. Plural
claimed approximately $700,000 was due to it pursuant to the agreement. In June,
2002, Plural and Laidlaw entered into a settlement agreement wherein the payment
by Laidlaw of $40,000 to Plural by August 2, 2002 shall cause all claims or
counterclaims which are or could be asserted, including but not limited to those
set forth in the Complaint and the draft counterclaims, to be dismissed with
prejudice, without costs, for which purpose either party may tender an
appropriate form of judgment to the Court, on notice. Payment of the settlement
amount has been made by Laidlaw.
Estate of Harold Slote v. Laidlaw Global Securities, Inc. ("LGSI"), Drake
Capital Securties, Inc. ("Drake"), Gruntal & Co., LLC ("Gruntal") et al.
The Claimant alleges that a registered representative while employed at LGSI,
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,
30
costs and punitive damages. In response to the motion by LGS counsel, the case
was dismissed in August, 2002.
Liptak v. Laidlaw Holdings Asset Management, 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. LGSI was aware that the registered
representative had been terminated by another broker/dealer for "selling away",
i.e. conducting business on behalf of a customer outside of the firm and without
the firm's knowledge.
LGSI 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 LGSI took necessary measures to prevent
the registered representative from harming his customers while at LGSI. On the
merits of the denial of liability position by LGSI, 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. 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. According to the Statement of Claim, Bergmann
obtained this stock in August 1999, as he inherited this account from his father
Robert Bergmann, Sr., and instructed Bendelac to sell his shares in January
2000. However, Bendelac failed to sell Bergmann's shares and by the summer of
2000, the value of this security dropped substantially. It should also be noted
that by this time, Roger Bendelac has been elevated to CEO 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. The Statement of Claim further alleges that Bendelac
misrepresented the law to Mr. Bergmann, specifically as it pertained to the
restrictive legend, as a means of justifying the failure to sell his stock. By
doing so, it is alleged that Bendelac was able to limit the amount of stock that
hit the market, thereby artificially preserving the value of Laidlaw's stock and
the value of Bendelac's holdings in this security.
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, Bendelac was unable
to carry out Bergmann's instructions based upon Rule 144. As the stock was
acquired by Bergmann in August 1999, based upon the fact that the security was
subject to a one year holding period, 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.
Counsel has interposed an answer to the Statement of Claim on behalf of Bendelac
and the company and has petitioned the NASD for dismissal based upon the
applicable statute; Rule 144. 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.
Counsel has had numerous conversations with Claimant's counsel about reaching a
settlement. Laidlaw has offered a nuisance value settlement of $4,000.
Claimant's counsel has indicated that he is favorably disposed to accepting this
sum given the pending motion, his review of the applicable law as set forth in
Counsel's motion to dismiss, and based upon Laidlaw's dire financial
circumstances. He further informed Laidlaw counsel that his client has yet to
accept or reject the offer of settlement but in any event, Claimant's counsel
has indicated that given the aforementioned circumstances, he will not proceed
to represent Claimant in this
31
matter if Claimant is unwilling to settle this case for the sum set forth in our
offer. Since these conversations between counsels more than six months ago,
there have been no further conversations with Claimant's counsel, nor has
Claimant taken any affirmative steps to continue the prosecution of this action.
It is Laidlaw counsel's opinion that there exists no liability to the company.
It should also be noted that the real party [Respondent] in this matter should
be Laidlaw Global Securities, as opposed to Laidlaw Global Corp. Should the
matter continue to be prosecuted, and a NASD Panel is appointed, the company
will amend its motion to include dismissal based upon the wrong party in
interest. Counsel is optimistic, however, that given Claimant's lack of
prosecuting this matter in any aggressive fashion, and based upon conversations
with Claimant's counsel, as set forth above, it is unlikely this matter will
reach the hearing phase.
Thomas v. Laidlaw Global Securities, Inc., Coleman & Co. and Andrew Fine.
Shaji Mathew Thomas filed a Statement of Claim with the NASD against Laidlaw
Global Securities, Inc. (LGSI) Andrew Fine, its former registered
representative, and Coleman & Co., alleging the Respondents are liable to him
for an amount between $100,000 and $500,000. Claimant asserts an array of
theories of liability including breach of contract and warranties, to claims of
fraud and deceptive trade practices. In reality, the Statement of Claim centers
around the issue of suitability and LGSI's failure to properly supervise Fine
while he was employed at LGSI and handled Thomas' account at the company. In
particular, Claimant Thomas alleges that his former broker Andrew Fine
recommended unsuitable investments on Thomas' behalf and subjected his account
to unnecessary risks that Claimant was unable to withstand. This speculative
investment strategy was allegedly contrary to Claimant's investment objectives
and inappropriately placed his "life savings" at risk and ultimately dissipated.
The stock Claimant focused on was in a company known as Razorfish. 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.
This office has interposed an Answer on behalf of LGSI but not on behalf of its
former broker Fine who is representing himself. Apparently, the acts complained
of primarily occurred while Fine was employed at Coleman & Co. where Claimant
had his account prior to it being transferred to Laidlaw. Razorfish, the
security complained of the most by Claimant, was purchased well before Claimant
transferred his account to LGSI and only represented a small percentage of the
value of Claimant's losses, if any. While LGSI had many valid defenses, in spite
of this, LGSI elected to enter into a "nuisance value" settlement with Claimant
in the amount of $4,990 reached in May, 2003. To date, this sum is overdue and
LGSI is in default on its payment obligation. To date, this sum is overdue and
LGSI is in default on its payment obligation. Claimant's counsel has threatened
to commence a new and separate action for breach of the settlement agreement
naming former principals of LGSI. The proposed claim also seeks to include the
original claim "settled" by the company. Should Claimant carry forth with the
threat of subsequent litigation, in Laidlaw counsel's opinion no liability
exists against these individuals. There is a near certainty Claimant would
prevail against LGSI for the $4,990 settlement fee plus additional costs and
fees for Claimant having to commence an enforcement action. However, because
LGSI is no longer a registered entity, there is little Claimant can do to
enforce this settlement. Laidlaw, the parent company, has no exposure on this
claim or for the settlement. However, because LGSI is no longer a registered
entity, there is little Claimant can do to enforce this settlement. Laidlaw, the
parent company, has no exposure on this claim or for the settlement.
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 encountered cash flow
difficulties, 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
32
Global Securities, Inc. and Laidlaw Global Properties, Inc. alleging breach of
the aforementioned agreements and seeking $250,000 in damages plus 7% interest.
After some preliminary motion practice between the parties, Laidlaw's counsel
interposed an answer and the matter proceeded to trial on an expedited basis on
July 14, 2003. At the trial, the parties reached a settlement in which the
Company agreed to pay the sum of $20,000 to the Law Office of Bottoms' attorneys
within forty-five days. The company further agreed to give Bottoms $300,000
worth of non-voting Preferred Stock of Laidlaw Global Corp. with no coupon,
($1.00 par value @ liquidation) with the option to covert those shares to
3,000,000 shares of Laidlaw Global Corp. common stock. He may convert to the
common at any time prior to three years at $0.10 per share and at the end of
three years, he may convert at a price of $0.10 or the then prevailing market
price, whichever is lower. In consideration of the foregoing, Bottoms has
discontinued his action against LGC with prejudice. To date, none of the terms
of the settlement were performed and demands for performance have been made.
Laidlaw intends to implement the terms of the settlement as soon as
circumstances make it feasible. Certain actions have to be undertaken prior to
implementation such as an increase in the authorized shares of Laidlaw Common
Stock because the conversion feature of the Preferred Stock could result in the
issuance of the Common Stock beyond what is authorized. Laidlaw has represented
to Bottoms Counsel that it is in the process of implementing steps required to
complete the terms of the settlement agreement.
S.L. Greene vs. Laidlaw Holdings, Inc.
Laidlaw Holdings, Inc., the leaseholder to the Company's office spaces at 100
Park Avenue defaulted 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. The Company has voluntarily 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 LGSI 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 LGSI clients could buy Tuten's company's assets
for pennies on the dollar.
Counsel has interposed an answer on behalf of LGSI and has raised Statute of
Limitations as an affirmative defense. The matter is now scheduled to be heard
in Orlando, Florida the entire week of December 8, 2003. It is counsel's opinion
that Claimant will not prevail on his underlying claims based upon the Statute
of Limitations defense, as well as other pleadings and irregularities. Laidlaw
Global Corp., the parent company, has no exposure in this matter.
Equilease vs. Globeshare, Inc., Laidlaw Global Corp. et al
Claimant alleged the respondents are liable to them for the amount of $190,000
based on non fulfillment of a lease agreement by the Globeshare, Inc. subsidiary
and non fulfillment of guarantee by Laidlaw Global Corp. On June 18, 2003, the
Company announced that it has agreed to settle the debt. In accordance with the
agreement, in September, 2003 the Company issued $190,000 Principal of Preferred
Stock with a 7% simple coupon payable quarterly and a 3-year maturity. The
Preferred Stock have a convertible feature allowing for conversion into shares
of the Common Stock of Laidlaw at a price of $0.10 or $0.20 if the conversion is
forced by the warrant holder. As part of the same agreement, Laidlaw issued to
the creditor 600,000 warrants of its Common Stock with a strike price of $0.10.
The settlement agreements were concluded by Counsel, the shares have been issued
and a Stipulation of Discontinuance have been received and is being filed with
the Court.
Information Leasing Corporation vs. Global Electronics Exchange (renamed
Globeshare Group, Inc.)and Laidlaw Global Corporation (as guarantor of certain
equipment leases)
Information Leasing Corporation has moved the Court of Common Pleas, Hamilton,
Ohio for a summary judgment against Global Electronic Exchange and Laidlaw
GLobal Corporation as guarantor of certain lease obligations contracted by the
now defunct subsidiary Global Electronic Exchange (renamed Globeshare Group,
Inc.) for an amount of $ 81,337.23 plus accrued interest since the date of the
alleged default in June 1, 2002. Laidlaw chose not to defend this action in the
State of Ohio since any judgment would have to be transferred and defended in a
New York jurisdiction. It is management's belief that it can offer defenses with
respect to this liability as to the validity of the amount claimed as guaranteed
by Laidlaw and it has chosen to await for a New York action prior to entering
such defenses. Any potential judgment to be entered against the defunct
subsidiary GLobeshare Group, Inc. is not deemed to affect Laidlaw. To date
Laidlaw's management has not been made aware of any status as to the Motion for
Summary Judgment requested in the Ohio Court by plaintiffs.
NASD Regulatory Matter
NASD's regulatory arm had commenced a formal investigation against LGSI stemming
from certain trading activities LGSI engaged 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
33
Company's restricted stock during this period. If the allegations were proven
true, the aforementioned trades would have been in violation 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 on a scheduled basis. There were no
admission of wrongdoing by LGSI and once the fine is paid, the matter will be
deemed concluded.
Since LGSI no longer exists as a corporate entity, the Company, being the
ultimate parent, took upon itself to satisfy this obligation to the NASD. On
April 30, 2002, the Company proposed the following payment schedule that would
be feasible considering the financial difficulties of the Company: $12,500 paid
with the proposal as initial payment and the balance payable in installments of
$6,250 each from July 1, 2003 to October 1, 2004. Interest was proposed at the
appropriate minimal interest authorized by the Internal Revenue Service
(IRS).The NASD communicated their agreement with the Company upon their receipt
of the proposal. So far the Company has met the initial $12,500 payment due
under the terms of the agreement on behalf of its former subsidiary and intends
to pay the balance when and if its cash position allows it to do so in the
future, provided its Board continues to approve the voluntary repayment on
behalf of its former subsidiary.
American Stock Exchange Listing Matter
On April 10, 2003 the staff of American Stock Exchange (AMEX) confirmed with the
management of the Company the intention of AMEX to proceed with the filing of an
application with the Securities and Exchange Commission (the "SEC") to strike
the Company's common stock from listing and registration on the Exchange. AMEX
had earlier advised Laidlaw Global Corporation in April 2002 that Laidlaw was in
breach of two continuing listing requirements of the Exchange, namely, its
equity was below the required minimum and that it had reported losses two of the
previous three years. Laidlaw submitted a business plan to AMEX outlining its
strategy to cure the defaults over the next three to four quarters and requested
AMEX to maintain the listing as long as Laidlaw continued to meet the goals set
out in the business plan. Given the continuing difficult markets, Laidlaw has
ascertained that it will be unable to meet the deadline set forth in the
business plan to comply with the AMEX listing standards. Moreover, the AMEX has
notified Laidlaw in its most recent communication that the Company presently is
in breach of additional listing requirements, including its failure to hold a
shareholders' meeting in a timely manner. The Company does not agree with all of
the issues in the AMEX notification and has the right to appeal the AMEX
notification. Laidlaw's Board of Directors reviewed the merits of appealing the
notification but has decided that it will not be in compliance with AMEX's
listing requirements, given the Company's financial performance in the latest
fiscal year. Consequently, Laidlaw filed an application on April 21, 2003 with
the SEC to withdraw its common stock from trading and registration on the AMEX.
On May 21, 2003, the SEC notified the Company that, upon consideration of the
facts stated in Laidlaw's application for voluntary delisting, the SEC approved
the Company's said application effective the opening of business on May 22,
2003. The Company is making all efforts to facilitate the trading of its shares
on the OTC Bulletin Board and will cooperate with any qualified party interested
in sponsoring such application. Meanwhile, the Company's stock is eligible for
trading in the Pink Sheets and it is the Company's understanding that there are
existing market makers for the Company's shares in the Pink Sheets. Laidlaw is
current with all its SEC filings and intends to remain a fully reporting
Company.
Securities and Exchange Commission Regulatory Matter
On March 5, 2002, Grant Thornton LLP ("Grant") notified the Laidlaw Board of
Directors that pursuant to Section 10A of the Exchange Act of 1934 (the "Grant
Report"), in their belief, an illegal act or acts may have occurred at Laidlaw
during 2001 with respect to the repricing of stock options. Grant alleged in
part that neither management nor the Board of Directors had taken sufficient
steps to determine whether an illegal act had occurred within the meaning of
Section 10A of the Exchange Act of 1934 and, accordingly, Grant notified the
Securities and Exchange Commission (SEC). At the current time, the Securities
and Exchange Commission (SEC) has commenced a formal investigation into this
matter.
To date the Company and its employees are fully cooperating with the
Commission's investigation and no formal proceedings against the Company have
been commenced by the Commission. At this time, there is no way for Counsel to
make any determination as to the
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potential liability of the Company in this matter, if any, should formal
proceedings be commenced.
Other
Unbeknownst to Laidlaw Global Corporation, it has been discovered that Laidlaw
was named in an action in the U.S. Western District Court of New York against
Howe & Rusling, Inc. ("H&R"), a subsidiary of H & R Acquisition Corp. ("HRAC"),
which was a former subsidiary of Laidlaw, along with H&R's new owners, Third
Security LLC ("Third Security"), and several employees of H&R in an age and sex
discrimination employment lawsuit from a former female employee of H&R, in
connection with the employee's termination in 2001. H&R had undertaken the
defense of the matter on behalf of Laidlaw without informing Laidlaw of the
proceedings based on an indemnification agreement in the sale contract of H&R to
Third Security. Because Laidlaw was not an employer of said plaintiff and it is
further contractually indemnified by Third Security, management believes it
cannot have any liability in this matter.
We are subject to various legal proceedings. In management's opinion, some of
these proceedings in which Laidlaw Global Corporation is involved as a defendant
could adversely affect the viability of the Company to continue its existence if
not satisfactorily settled or if an adverse decision beyond the ability of the
Company to receive financing was to be rendered.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
2.1 Amended and Restated Plan and Agreement of Reorganization by and
among Laidlaw Holdings, Inc., Fi-Tek V, Inc., Westminster Securities
Corporation and shareholders of the companies, dated May 27, 1999(1)
3.1 Certificate of Incorporation of Laidlaw and amendments thereto(2)
3.2 By-Laws of Laidlaw(2)
4.1 Specimen Laidlaw Common Stock Certificate(2)
4.2 Specimen Fi-Tek V, Inc. Class A Warrant(2)
4.3 Specimen Fi-Tek V, Inc. Class B Warrant(2)
10.1 Employment Agreement between Registrant and Anastasio Carayannis,
dated as of January 1, 2000(3)
10.2 Employment Agreement between Registrant and Roger Bendelac, dated as
of January 1, 2000(3)
10.3 Employment Agreement between Registrant and Daniel Bendelac, dated
as of January 1, 2000(3)
10.4 Exchange Agreement to acquire Laidlaw Pacific, dated May 20, 1999(4)
10.5 Amendment to Exchange Agreement to acquire Laidlaw Pacific, dated
March 29, 2000(4)
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10.6 Employment Agreements between Registrant and Roger Bendelac dated as
of July 12, 2001(6)
10.7 Employment Agreements between Registrant and Harit Jolly dated as of
July 12, 2001(6)
21.1 List of Subsidiaries of Laidlaw Global Corporation(5)
23.1 Consent of Independent Auditor (5)
23.2 Consent of Independent Auditor (5)
23.3 Consent of Independent Auditor (7)
----------
(1) Such document is hereby incorporated herein by reference to Laidlaw's
Current Report on Form 8-K dated June 8, 1999.
(2) Such document is hereby incorporated herein by reference to Laidlaw's
Registration Statement on Form 8-A filed October 15, 1999.
(3) Such document is hereby incorporated herein by reference to Laidlaw's
Registration Statement on Form SB-2 filed February 14, 2000.
(4) Such document is hereby incorporated herein by reference to Laidlaw's
Current Report on Form 8-K filed April 12, 2000.
(5) Such document is incorporated by reference to Laidlaw's Annual Report on
Form 10-KSB filed on May 17, 2002.
(6) Such document is incorporated by reference to Laidlaw's Report on Form
10-QSB filed on May 30, 2002.
(7)Such document is incorporated by reference to Laidlaw's Annual Report
(b) Reports on Form 8-K
On November 7, 2001, Laidlaw filed a Current Report on Form 8-K announcing the
transfer of the brokerage operations of Globeshare, Inc. to Laidlaw Global
Securities, Inc. The Report also stated that shareholders of Globeshare Group,
Inc. would have the opportunity to exchange their shares for shares of Laidlaw
Global Corporation common stock. The Report also announced that Pacific USA
Holdings Corp. had made a $1,450,000 secured loan to Laidlaw Global Corporation.
On January 29, 2002, Registrant filed a Current Report primarily relating to the
sale of its entire stock interest in H & R Acquisition Corp.
On March 11, 2002, Registrant filed a Current Report stating that its
independent accountant had resigned and that Richard A. Eisner & Company, LLP
had been engaged as its new independent accountants. Pursuant to Section 10A of
the Exchange Act of 1934, the prior accountants filed a report with the
Securities and Exchange Commission ("SEC") stating that an illegal act or acts
may have occurred at the Registrant during 2001. The acts referred to the
cancellation and pricing of stock options. The report stated in part "that
neither management nor the Board of Directors had taken sufficient steps to
determine whether or not an illegal act has occurred. The report continued that
"without the ability to determine the accurate facts and circumstances", the
accountants "would be unable to issue an audit report." The Registrant engaged
an independent director and counsel to look into the matter and both persons
concluded that "no unlawful or deceptive practices, or fraudulent conduct" was
engaged in by the Registrant. The Registrant filed
36
its response with the SEC vigorously rejecting the contentions in the report.
On March 29, 2002, Registrant filed an amendment to the Current Report filed on
March 11th. The amendment included as an exhibit, a letter from its prior
accountant stating whether it agreed or disagreed with the statements made by
the Registrant in the original report.
On November 8, 2002, Laidlaw filed a Current Report on Form 8-K announcing its
decision to dismiss Eisner LLP as its independent accountant for fiscal year
ended December 31, 2002 and engage Weinick Sanders Leventhal & Co., LLP.
Laidlaw's decision is in line with management's overall efforts to reduce
operating expenses. As required by Item 304 (a) (3) of Regulation S-B, Laidlaw
furnished Eisner with the disclosure contained in this Item 4 and Eisner
furnished Laidlaw with a letter addressed to the Securities and Exchange
Commission stating that it has no basis to agree or disagree with the statements
made in paragraph 1 of Item 4 regarding Laidlaw engaging Weinick Sanders
Leventhal & Co., LLP or Laidlaw's reason to replace them. A copy of the letter
was filed as an exhibit to a Form 8-K/A. The Report also announced the
resignations of the following directors: Messers Jean-Marc Beaujolin and Carlos
P. Campbell as of September 20 and 24, 2002, respectively, and Messrs. Jack
Takacs and Michael K. McCraw as of November 5, 2002. No new directors had been
appointed or elected to the Board.
On November 27, 2002, Laidlaw filed a Current Report on Form 8-K announcing the
filing with the Securities and Exchange Commission a Request Withdrawal from
Broker-Dealer Registration by Laidlaw Global Securities, Inc. ("LGSI"), Laidlaw
Holdings Inc.'s wholly-owned, registered broker-dealer subsidiary. LGSI sold its
list of clients to Kuhns Brothers Securities Corporation for a cash
consideration of $75,000 and also filed a Notice of Withdrawal as an Investment
Adviser, The Report also announced that Stanley Ira Birnbaum, attorney at law,
was elected to the Board of Directors of Laidlaw.
37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
LAIDLAW GLOBAL CORPORATION
November 19, 2003 By: /s/ Roger Bendelac
--------------------------
Roger Bendelac,
Chief Executive Officer
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