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 May 31, 1999
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 33-37203-D
LAIDLAW GLOBAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 84-1148210
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
100 Park Avenue,
New York, NY 10017
(Address of principal executive offices)
(Zip Code)
(212) 376-8800
(Issuer's telephone number, including area code)
Fi-Tek V, Inc.
5330 East 17th Avenue Parkway
Denver, Colorado 80220
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
The number of shares outstanding of the issuer's common stock
as of July 20, 1999 was 16,308,653
<PAGE>
INDEX
Part I Financial Information
Item 1. Financial Statements .................................... 3
a) Accountant's Report ............................... 4
b) Balance Sheet ..................................... 5
c) Statement of Operations ........................... 6
d) Statement of Cash Flows ........................... 7
e) Notes to Financial Statements ..................... 8-9
Item 2. Management's Discussion and Analysis
or Plan of Operation .................................... 10
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K ........................ 11
a) Exhibits (None)
b) Reports on Form 8-K ............................... 11
2
<PAGE>
Part I Financial Information
Item 1. Financial Statements
Laidlaw Global Corporation
(fka Fi-Tek V, Inc.)
(A Development Stage Company)
Financial Statements
May 31, 1999
(Unaudited)
3
<PAGE>
The Board of Directors
Laidlaw Global Corporation
(fka Fi-Tek V, Inc.)
The accompanying balance sheet of Laidlaw Global Corporation (fka Fi-Tek V,
Inc.) (a development stage company), as of May 31, 1999, and the related
statements of operations and cash flows for the period then ended were not
audited by us and , accordingly, we do not express an opinion on them.
Denver, Colorado
July 13, 1999
/s/ Comiskey & Company
PROFESSIONAL CORPORATION
4
<PAGE>
Laidlaw Global Corporation
(fka Fi-Tek V, Inc.)
(A Development Stage Company)
BALANCE SHEET
May 31, 1999
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,824
--------
Total current assets 3,824
--------
TOTAL ASSETS $ 3,824
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 898
Accounts payable - related party 1,426
--------
Total current liabilities 2,324
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value; 20,000,000 shares
authorized; no shares issued and outstanding --
Common stock, $0.00001 par value; 300,000,000
shares authorized; 32,477,800 shares issued and
outstanding at May 31, 1999 325
Additional paid-in capital 59,071
Deficit accumulated during the development
stage (57,896)
--------
Total stockholders' equity 1,500
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,824
========
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
Laidlaw Global Corporation
(fka Fi-Tek V, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Period
August 3, 1989 For the three months For the nine months
(Inception) ended May 31, ended May 31,
to May 31, ------------------------------ ------------------------------
1999 1999 1998 1999 1998
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES
Investment income $ 13,079 $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
EXPENSES
General and Administrative 70,230 6,685 613 10,420 2,522
Amortization 745 -- -- -- --
------------ ------------ ------------ ------------ ------------
Total expenses 70,975 6,685 613 10,420 2,522
NET LOSS (57,896) (6,685) (613) (10,420) (2,522)
Accumulated deficit
Balance, beginning of period -- (51,211) (46,062) (47,476) (44,153)
------------ ------------ ------------ ------------ ------------
Balance, end of period $ (57,896) $ (57,896) $ (46,675) $ (57,896) $ (46,675)
============ ============ ============ ============ ============
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) $ (NIL) $ (NIL)
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 26,130,088 32,162,583 30,477,800 31,146,294 30,176,430
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
Laidlaw Global Corporation
(fka Fi-Tek V, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Period
August 3, 1989 For the nine months
(Inception) ended May 31,
to May 31, --------------------------
1999 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (57,896) $ (10,420) $ (2,522)
--------- --------- ---------
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 745 -- --
Increase (decrease) in accounts
payable 898 771 (11)
Increase (decrease) in accounts
payable - related party 1,426 1,340 (199)
Issuance of stock for services 1,200 1,200 --
--------- --------- ---------
Net cash used by operating activities (53,627) (7,109) (2,732)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in organization costs (745) -- --
--------- --------- ---------
Net cash used by investing activities (745) -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 204,485 10,800 3,000
Deferred offering costs paid (44,114) -- --
Statutory escrow contribution (102,175) -- --
--------- --------- ---------
Net cash provided by financing activities 58,196 10,800 3,000
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 3,824 3,691 268
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD -- 133 622
--------- --------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 3,824 $ 3,824 $ 890
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
Laidlaw Global Corporation
(fka Fi-Tek V, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
(Unaudited)
1. Management's Representation of Interim Financial Information
The accompanying financial statements have been prepared by Laidlaw Global
Corporation (fka Fi-Tek V, Inc.) (the "Company") without audit pursuant to
the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted as allowed by such rules and
regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature.
These financial statements should be read in conjunction with the audited
financial statements at August 31, 1998.
2. Stockholder's Equity
For the quarter and nine months ended May 31, 1999 the Company sold 800,000
and 1,800,000 shares of common stock, respectively, to two existing
shareholders for $0.006 per share.
In connection with the transaction more fully described in Note 3, the
Company issued 200,000 shares of its common stock on March 29, 1999 for
$0.006 per share. The Company recognized legal fees of $1,200 in this
transaction.
3. Business Combination
On May 27, 1999, Fi-Tek V, Inc., a Delaware corporation ("Fi-Tek") entered
into a Plan and Agreement of Reorganization (the "Agreement") with Laidlaw
Holdings, Inc., a Delaware corporation ("Laidlaw"), the principal
shareholders of Laidlaw, Westminster Securities Corporation, a New York
corporation ("Westminster") and all of the shareholders of Westminster. The
transactions contemplated by the Agreement are intended to be a
reorganization of the corporate parties under either or both of Sections
351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Upon the closing of the Agreement transactions, holders of at least 95% of
the issued and outstanding common and preferred stock of Laidlaw will
exchange their stock for common stock of Fi-Tek. The shareholders of
Westminster will exchange substantially all of their outstanding shares for
shares of Fi-Tek common stock. The shareholders of Laidlaw and the
shareholders of Westminster will acquire such number of shares which, will
constitute approximately 95% of the fully-diluted outstanding common stock
of Fi-Tek immediately following the closing.
8
<PAGE>
Laidlaw Global Corporation
(fka Fi-Tek V, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
(Unaudited)
3. Business Combination (Continued)
Prior to closing of the transactions described above, Fi-Tek will effect a
1-for-32.4778 reverse split of its issued and outstanding common stock,
resulting in a revised total of 1,000,000 shares of Fi-Tek common stock
outstanding immediately prior to closing. The number of shares, which will
be issued or reserved for issuance to Laidlaw shareholders, option holders
and note holders and shareholders of Westminster, will be approximately
19,000,000. 3,000,000 shares will be issued to the shareholders of
Westminster. The completion of the closing with the shareholders of
Westminster is subject to approval of the transactions contemplated by the
Agreement by the New York Stock Exchange (the "NYSE"), which approval is
anticipated.
After completion of the Agreement transactions, Fi-Tek will be renamed
Laidlaw Global Corporation. It will own over 95% of Laidlaw, which, in
turn, will own 100% of Laidlaw Pacific ("Asia") Ltd., a Hong Kong based
securities, investment banking and asset management company, 81% of Howe &
Rusling, Inc., the asset management company based in Rochester, New York,
99% of Westminster, the New York based broker-dealer which is a member firm
of the NYSE, and 63% of Global Electronic Exchange, Inc. a development
stage company that intends to engage in Internet-related financial
activities.
It was anticipated that the closing of the transactions contemplated by the
Agreement may take place in stages since approval of the NYSE for the
acquisition by Fi-Tek of substantially all of the shares of Westminster and
approval of the Hong Kong Stock and Futures Commission ("HKSFC") for the
acquisition by Laidlaw of all the shares of Laidlaw Pacific may not occur
prior to the time that the parties will be ready to close the other
transactions hereunder.
On June 8, 1999, the first stage of the closing took place whereby Fi-Tek
acquired approximately 99% of the outstanding stock of Laidlaw and changed
its name to Laidlaw Global Corporation ("LGC"). On July 1, 1999, a second
stage of the closing took place whereby LGC f/k/a Fi-Tek acquired over 99%
of the outstanding stock of Westminster. LGC now awaits only the approval
of the HKSFC for the completion of the acquisition of Laidlaw Pacific,
which approval is anticipated in the near future.
The result of operations of Laidlaw and Westminster are not reflected
herein since the closings described above all occurred after May 31, 1999.
9
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
As of May 31, 1999, the issuer was a development stage company. On May 27,
1999, Fi-Tek V, Inc., a Delaware corporation ("Fi-Tek") entered into a Plan and
Agreement of Reorganization (the "Agreement") with Laidlaw Holdings, Inc., a
Delaware corporation ("Laidlaw"), the principal shareholders of Laidlaw,
Westminster Securities Corporation, a New York corporation ("Westminster") and
all of the shareholders of Westminster. The transactions contemplated by the
Agreement are intended to be a reorganization of the corporate parties under
either or both of Sections 351 and 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended.
Prior to closing of the transactions described above, Fi-Tek effected a
1-for-32.4778 reverse split of its issued and outstanding common stock,
resulting in a revised total of 1,000,000 shares of Fi-Tek common stock
outstanding immediately prior to closing. The number of shares, which will be
issued or reserved for issuance to Laidlaw shareholders, option holders and note
holders and shareholders of Westminster, will be approximately 19,000,000.
3,000,000 shares will be issued to the shareholders of Westminster. The
completion of the closing with the shareholders of Westminster is subject to
approval of the transactions contemplated by the Agreement by the New York Stock
Exchange (the "NYSE"), which approval was anticipated.
After completion of the Agreement transactions, Fi-Tek was to be renamed
Laidlaw Global Corporation. It would own over 95% of Laidlaw, which, in turn,
owns 100% of Laidlaw Pacific ("Asia") Ltd., a Hong Kong based securities,
investment banking and asset management company, 81% of Howe & Rusling, Inc.,
the asset management company based in Rochester, New York, 99% of Westminster,
the New York based broker-dealer which is a member firm of the NYSE, and 63% of
Global Electronic Exchange, Inc. a development stage company that intends to
engage in Internet-related financial activities.
It was anticipated that the closing of the transactions contemplated by the
Agreement may take place in stages since approval of the NYSE for the
acquisition by Fi-Tek of substantially all of the shares of Westminster and
approval of the Hong Kong Stock and Futures Commission ("HKSFC") for the
acquisition by Laidlaw of all the shares of Laidlaw Pacific may not occur prior
to the time that the parties will be ready to close the other transactions
hereunder.
On June 8, 1999, the first stage of the closing took place whereby Fi-Tek
acquired approximately 99% of the outstanding stock of Laidlaw and changed its
name to Laidlaw Global Corporation ("LGC"). On July 1, 1999, a second stage of
the closing took place whereby LGC f/k/a Fi-Tek acquired over 99% of the
outstanding stock of Westminster. LGC now awaits only the approval of the HKSFC
for the completion of the acquisition of Laidlaw Pacific, which approval is
anticipated in the near future.
The result of operations of Laidlaw and Westminster are not reflected
herein since the closings described above all occurred after May 31, 1999.
The issuer intends to change its fiscal year to a calendar year ending
December 31. Therefore, it intends to file a report on Form 10-Q for the second
quarter and first six months ended June 30, 1999, within 30 days. The operating
results of Laidlaw will be included in that filing. Subsequent filings will
include Westminster and other subsidiaries of the LGC.
10
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits (None)
b) Reports on Form 8-K
The Company has filed no reports on Form 8-K during the
quarter ended May 31, 1999.
11
<PAGE>
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
July 20, 1999 By: /s/ Roger Bendelac
---------------------------
Roger Bendelac,
Chief Financial Officer
