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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
-----------------------------------
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended Commission file number:
September 30, 2000 0-27957
LAREDO INVESTMENT CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)
Nevada 77-0517964
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Suite 1450, 1075 West Georgia Street
Vancouver, BC, Canada V6B 3C9
(Address of Principal Executive Offices)
(604) 460-8440
(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 Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes __X___ No _____
Transitional Small Business Disclosure Format (Check one):
Yes _____ No __X___
As of November 14, 2000, there were 29,200,000 shares of common stock, par value
$0.001 per share of the registrant issued and outstanding.
<PAGE>
LAREDO INVESTMNT CORP.
Quarterly Report on Form 10-QSB
TABLE OF CONTENTS
Page
----
PART I FINANCIAL STATEMENTS............................................2
Item 1. Financial Statements............................................2
Notes to Consolidated Statements................................6
Item 2. Management's Discussion and Analysis...........................13
Part II. OTHER INFO.....................................................13
Item 6. EXHIBITS.......................................................16
SIGNATURES ...............................................................17
<PAGE>
<TABLE>
<CAPTION>
LAREDO INVESTMENT CORP.
BALANCE SHEETS
(unaudited)
September 30, December 31,
2000 1999
------------------- ---------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $21,784 $ -
Receivables 360,564 192,339
Inventory 306,816 140,020
Prepaid expense 11,702 857
------------------- ---------------
Total Current Assets 700,866 333,216
------------------- ---------------
Property and equipment:
Manufacturing Equipment 438,474 206,998
Office Equipment 14,934 10,934
Furniture & Fixtures 2,387 1,245
Vehicles 15,133 5,026
Leasehold improvements 4,972 3,521
------------------- ---------------
475,900 227,724
Less accumulated depreciation (58,662) (28,924)
------------------- ---------------
417,238 198,800
------------------- ---------------
Other Assets:
Intangible Assets 9,167 -
------------------- ---------------
Total Assets $1,127,271 $532,016
=================== ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LAREDO INVESTMENT CORP.
BALANCE SHEETS
(Continued)
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities $382,700 $267,393
Short-term loans & notes payable 540,395 33,346
Related party loans 66,908 63,481
Current portion long-term debt 20,336 20,479
------------- ------------
Total Current Liabilities 1,010,339 384,699
------------- ------------
Long-term debt 100,664 120,600
------------- ------------
Total Liabilities 1,111,003 505,299
------------- ------------
STOCKHOLDERS EQUITY Common Stock - $0.001 par value.
100,000,000 shares authorized.
15,000,000 issued and outstanding. 15,000 15,000
Common Stock to be issued 24,000,000 shares 24,000 14,000
Additional paid-in capital - -
Currency translation adjustment 7,529 1,349
Retained deficit (30,261) (3,632)
------------- ------------
Total Stockholders' Equity 16,268 26,717
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,127,271 $532,016
============= ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LAREDO INVESTMENT CORP.
STATEMENTS OF OPERATIONS
For the three months ended For the nine months ended
September 30, September 30,
-------------------------------------- ---------------------------------------
2000 1999 2000 1999
------------------ ------------------ ------------------- -------------------
<S> <C> <C> <C> <C>
Revenues $452,100 $326,301 $1,463,646 $1,144,330
Cost of Revenues 314,627 179,639 1,036,818 742,432
------------------ ------------------ ------------------- -------------------
Gross Margin 137,473 146,662 426,828 401,898
Expenses
Selling & Marketing 10,478 6,901 28,917 14,040
General & Administrative 161,513 144,745 408,121 302,612
------------------ ------------------ ------------------- -------------------
171,991 151,646 437,038 316,652
------------------ ------------------ ------------------- -------------------
Net Income (Loss) from Operations (34,518) (4,984) (10,210) 85,246
------------------ ------------------ ------------------- -------------------
Other Income (Expense)
Interest, Net (20,799) (4,250) (46,726) (8,903)
Currency Exchange, Net 55,972 - 30,307 -
------------------ ------------------ ------------------- -------------------
Net Income (Loss) Before Income Taxes 655 (9,234) (26,629) 76,343
Income Tax Expense - (7,316) - 313
------------------ ------------------ ------------------- -------------------
Net Income (Loss) $655 $(1,918) $(26,629) $76,030
================== ================== =================== ===================
Basic and Diluted Loss Per Common
Share $ - $ - $ - $ -
================== ================== =================== ===================
Weighted Average Number of Common
Shares 39,000,000 25,000,000 39,000,000 25,000,000
================== ================== =================== ===================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LAREDO INVESTMENT CORP.
STATEMENTS OF CASH FLOWS
For the nine months ended
September 30,
---------------------------------------
2000 1999
------------------- -------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income (loss) for the period $(26,629) $76,030
Adjustments to reconcile net loss to net cash
Provided by operating activities
Currency translation adjustment 6,180 7,100
Depreciation and Amortization 29,738 12,801
Decrease (Increase) in Receivables (168,225) (85,783)
Decrease (Increase) in inventory (166,796) 19,264
Decrease (Increase) in prepaid expense (10,845) (4,014)
Increase (Decrease) in accounts payable & accrued liabilities 140,851 33,807
------------------- -------------------
Net Cash Provided by (Used in) Operating Activities (195,726) 59,205
------------------- -------------------
Cash Flows From Investing Activities
Purchase of property and equipment (248,176) (6,016)
------------------- -------------------
Net Cash Provided by Investing Activities (248,176) (6,016)
------------------- -------------------
Cash Flows From Financing Activities
Payments on short-term notes payable (26,497) (13,520)
Proceeds from short-term notes payable 513,711 -
Principle payment on long-term debt (21,528) (6,844)
------------------- -------------------
Net Cash Provided by Financing Activities 465,686 (20,364)
------------------- -------------------
Increase (Decrease) in Cash 21,784 32,825
Cash at beginning of period - -
------------------- -------------------
Cash at End of Period $21,784 $32,825
=================== ===================
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid during the period $16,015 $8,903
=================== ===================
Income taxes paid during the period $ - $ -
=================== ===================
Supplemental Disclosure of Non-cash Investing
and Financing Activities: None
See accompanying notes.
</TABLE>
<PAGE>
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------
This summary of accounting policies for Laredo Investment Corp. ( the
"Company") is presented to assist in understanding the Company's financial
statements. The accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
The unaudited financial statements as of September 30, 2000 and for the
three months then ended reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three and nine months.
Operating results for interim periods are not necessarily indicative of the
results which can be expected for full years.
Organization and Basis of Presentation
--------------------------------------
The Company was incorporated under the laws of the State of Nevada on
December 18, 1996. The Company ceased all operating activities during the period
from December 18, 1996 to July 9, 1999 and was considered dormant. On July 9,
1999, the Company obtained a Certificate of renewal from the State of Nevada.
From July 9, 1999 to January 21, 2000, the Company was in the development stage.
On January 21, 2000, the Company entered into an Acquisition Agreement with
GFR Nutritionals, Ltd., a British Columbia corporation, (GFR), Richard Pierce
and Lucretia Schanfarber (the GFR Majority Shareholders) to acquire their shares
representing 100% of the outstanding common stock of GFR in exchange for
19,000,000 newly issued shares of the Company's restricted common stock. The
transaction has been recorded as a reverse merger.
Nature of Business
------------------
The Company specializes in formulating, blending, encapsulating and packing
nutritional products. The Company's operations are located in the province of
British Columbia, Canada.
Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
<PAGE>
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------
Inventories
-----------
Raw materials inventory is stated at a lower of weighted average cost and
replacement value. Inventories of work in progress is stated at the lower of
weighted average cost and net realizable value.
Depreciation
------------
Fixed assets are stated at cost. Depreciation and amortization is
calculated on a straight-line basis over the estimated useful lives of the
assets as follows:
Asset Rate
------------------------------------------------ -------------------
Manufacturing equipment 10 years
Furniture and fixtures 5 years
Office equipment 5 years
Leasehold improvements Term of lease
Automobile 3 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
The Company has adopted the Financial Accounting Standards Board SFAS No.,
121, "Accounting for the Impairment of Long-lived Assets." SFAS No. 121
addresses the accounting for (i) impairment of long-lived assets, certain
identified intangibles and goodwill related to assets to be held and used, and
(ii) long-live lived assets and certain identifiable intangibles to be disposed
of. SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. If the sum of the expected future cash flows from the
used of the asset and its eventual disposition (undiscounted and without
interest charges) is less than the carrying amount of the asset, an impairment
loss is recognized.
<PAGE>
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------
Revenue recognition
-------------------
Revenue is recognized from sales of product at the time of shipment to
customers.
Foreign currency translation
----------------------------
The Company's primary functional currency is the Canadian dollar. Monetary
assets and liabilities resulting from transactions with foreign suppliers and
customers are translated at year-end exchange rates while income and expense
accounts are translated at average rates in effect during the year. Gains and
losses on translation are included in income.
Pervasiveness of Estimates
--------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentrations of Credit Risk
-----------------------------
The Company has no significant off-balance-sheet concentrations of credit
risk such as foreign exchange contracts, options contracts or other foreign
hedging arrangements.
Income Taxes
------------
The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
Reclassifications
-----------------
Certain reclassifications have been made in the 1999 financial statements
to conform with the 2000 presentation.
<PAGE>
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------
Earnings (Loss) per Share
-------------------------
The reconciliations of the numerators and denominators of the basic
earnings (loss) per share computations are as follows:
<TABLE>
<CAPTION>
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
<S> <C> <C> <C>
For the three months ended September 30, 2000
---------------------------------------------
Basic & Diluted Earnings per Share
Income to common shareholders $655 39,000,000 $ -
================ ================= ===============
For the nine months ended September 30, 2000
--------------------------------------------
Basic & Diluted Loss per Share
Loss to common shareholders $(26,629) 39,000,000 $ -
================ ================= ===============
For the three months ended September 30, 1999
---------------------------------------------
Basic & Diluted Loss per Share
Loss to common shareholders $(1,918) 25,000,000 $ -
================ ================= ==============
For the nine months ended September 30, 1999
--------------------------------------------
Basic & Diluted Earnings per Share
Income to common shareholders $76,030 25,000,000 $ -
================ ================= ===============
The effect of outstanding common stock equivalents are anti-dilutive for September 30, 2000 and 1999 and
are thus not considered.
NOTE 2 - INVENTORY
------------------
As of September 30, 2000 and December 31, 1999, Inventory consists of the following:
</TABLE>
<TABLE>
<CAPTION>
2000 1999
------------------- -------------------
<S> <C> <C>
Raw materials $176,404 $106,760
Work in process 130,412 33,260
------------------- -------------------
Total $306,816 $140,020
Inventory
=================== ===================
</TABLE>
<PAGE>
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(Continued)
NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------
As of September 30, 2000, accrued management fees of GFR of approximately
$50,000 ($75,000 Canadian) are due to a major shareholder. As at September 30,
2000, accounts payable includes approximately $23,000 ($34,000 Canadian) owing
to the Company's major shareholders.
NOTE 4 - SHORT-TERM OBLIGATIONS
-------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------------- -------------------
<S> <C> <C>
Promissory note, repayable to related parties upon
demand, including interest at 12% $66,908 $63,481
Working Capital Loans, repayable in stock or options upon
demand including interest at 1% over prime (9.5%) 540,395 -
------------------- -------------------
Total $607,303 $63,481
=================== ===================
NOTE 5 - LONG-TERM DEBT
-----------------------
September 30, December 31,
2000 1999
------------------- -------------------
TDBank Small Business loan, repayable in monthly installments $2,636 ($3,973
Canadian), including interest at 10.15%, maturing March 15, 2004, secured by
certain
manufacturing equipment of the Company $121,000 $141,079
Less current portion of long-term debt 20,336 20,479
------------------- -------------------
$100,664 $120,600
=================== ===================
</TABLE>
<PAGE>
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(Continued)
NOTE 5 - LONG-TERM DEBT (Continued)
-----------------------------------
Principal payments due on long-term debt for each of the five years
subsequent to September 30, 2000 and thereafter are as follows:
Year ending: Amount
----------------- --------------
2000 $4,893
2001 20,856
2002 23,074
2003 25,528
2004 28,244
Thereafter 18,405
--------------
Total $121,000
==============
NOTE 6 - ECONOMIC DEPENDENCE
----------------------------
During 2000, the Company sold approximately 94% of sales to Prairie
Naturals Inc. Future operations of the Company depend on continuation of the
manufacturing arrangement with Prairie Naturals Inc.
NOTE 7 - COMMITMENTS
--------------------
The Company has entered into a lease agreement for its manufacturing and
office facilities with the Company's major shareholder and other parties. The
rental charges are approximately $40,000 ($60,000 Canadian) per year. The lease
expires December 31, 2001.
The minimum future lease payments under these leases for the next five
years are:
Year Ended December 31, Real Property
------------------------- -------------
2000 $40,000
2001 40,000
2002 -
2003 -
2004 -
Thereafter -
-------------
Total minimum future lease payments $80,000
=============
<PAGE>
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(Continued)
NOTE 7 - COMMITMENTS (Continued)
--------------------------------
The leases generally provides that insurance, maintenance and tax expenses
are obligations of the Company. It is expected that in the normal course of
business, leases that expire will be renewed or replaced by leases on other
properties.
NOTE 8 - STOCK SPLIT
--------------------
On May 6, 1999 the Board of Directors authorized a 1,000 to 1 stock split,
changed the authorized number of shares to 100,000,000 shares and the par value
to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying financial statements to
the number of common shares and per-share amounts for 1999 have been restated to
reflect the stock split.
On November 15, 1999 the majority shareholder returned 400,000 shares to
the Company. On the same day the Company's Board of Directors authorized a 25 to
1 stock split of the remaining 600,000 shares of the Company's $.001 par value
common stock. As a result of the split, 14,400,000 shares were issued, and
Paid-In Capital was reduced by $14,400. All references in the accompanying
financial statements to the number of common shares and per-share amounts for
1999 have been restated to reflect the stock split.
<PAGE>
PART II
OTHER INFORMATION
Safe Harbor Statement
Except for the historical information contained in this report, certain
statements, including information set forth under Item 2 "Management's
Discussion and Analysis" constitute or may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act"). Laredo Investment Corp. (the "Company") desires to avail
itself of certain "safe harbor" provisions of the Act and is therefore including
this special note to enable the Company to do so. Forward-looking statements
included in this Form 10-QSB or hereafter included in other publicly available
documents filed with the Securities and Exchange Commission, reports to the
Company's stockholders and other publicly available statements issued or
released by the Company involve known and unknown risks, uncertainties, and
other factors which could cause the Company's actual results, performance
(financial or operating) or achievements to differ from the future results,
performance (financial or operating) achievements expressed or implied by such
forward-looking statement.
Item 2. Management's Discussion and Analysis.
General
The Company was incorporated in Nevada on December 18, 1996. From that time
up until January 21, 2000, the Company has generally remained dormant. On
January 21, 2000, the Company acquired GFR Nutritionals, Ltd., a British
Columbia corporation ("GFR"), from its sole shareholders, Richard Pierce and
Lucretia Schanfarber, for consideration consisting of 19,000,000 shares of the
Company. Since the acquisition, the Company has adopted the business of GFR,
which consists of manufacturing nutritional supplement products such as Devil's
Claw Root Extract, St. John's Wort Extract, Kava Kava, Ginkgo Biloba Leaf
Extract, Coenzyme Q10, Ginseng, Echinacea, Grapeseed Extract, Vitamin C,
L-Glutamine and Garlic for sale to wholesale distributors. The Company's primary
goal during the next fiscal year is to expand its marketing efforts to secure
additional private label contracts with wholesale distributors of nutritional
products as well as to expand retail distribution both through direct sales to
established market channels such as health food retail stores, department and
grocery stores, health practitioners as well as to market its products directly
to consumers via the Internet.
Results of Operations
Currently, most of the Company's revenues are derived from its verbal
arrangement with Prairie Naturals Inc. ("PNI") to manufacture, on an
as-ordered-basis, private label products that Prairie Naturals Inc. distributes
under its name. The Company also has an exclusive written contract to
manufacture one product that PNI distributes for a third party private label.
As the Company expands its marketing efforts to wholesale distributors,
other than PNI, and directly to consumers, it anticipates realizing economies of
scale from the resulting production volume increases. However, selling, general
and administrative expenses which include advertising expenses are also expected
to increase.
<PAGE>
Operating margins in the third quarter 2000 were 30% of sales revenue
compared to 45% for third quarter 1999. Cost of Sales included the cost of raw
materials used in manufacturing, labor costs and an applicable share of overhead
expenses. General and administrative expenses were approximately 36% of sales in
third quarter 2000 as compared to 44% for third quarter 1999. The net increase
in general and administrative expenses was due to, increased professional fees,
including legal and accounting fees as well as the addition of more employees
including a production coordinator and other personnel in order to further
expand the Company's production capacity.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations for which it has relied on short-term and long-term borrowings.
The Company used cash in operating activities for the nine months ended
September 30, 2000 totaling $195,726 and operating activities provided cash for
the nine-month period ended September 30, 1999 totaling $59,205. In addition,
the Company invested cash in property and equipment for the nine months ended
September 30, 2000 and 1999 totaling $248,176 and $6,016, respectively.
The Company's working capital ratio was 0:87:1 at December 31, 1999 and
decreased to 0:69:1 as at September 30, 2000. This decrease was due, in part, to
expenditures for the purchase of new equipment. Total inventory balances, which
includes both work in process and raw materials at September 30, 2000, were
$306,816. Generally, the Company has been shipping goods immediately upon
completion. As business volume increases, the Company will be required to keep
finished goods inventory on hand.
Current liabilities include a $66,908 promissory note payable to related
parties which bears interest at 12% annually. Although these funds are repayable
on demand, the Company does not anticipate that a request for repayment will be
made at this time. Also included in current liabilities is a promissory note
aggregating $540,395 payable to third parties, which bears interest at a rate of
1% plus prime which rate is currently 9.5%. These funds are repayable on demand
however, the Company has the option to repay these funds by issuing options to
purchase shares of the Company's common stock or by issuing restricted shares of
the Company's stock to the third party lenders. The Company also has a small
business loan outstanding issued by TD Bank with a balance of approximately
$121,000 as at September 30, 2000. This loan bears interest at a rate of 10.15%
over a 5 year term. Only the principal portion of this loan which is repayable
in the next fiscal year has been included in the working capital calculations.
Additionally, the Company has accounts payable and accrued liabilities
aggregating $382,700, which include management fees payable to GFR in the amount
of $50,000 and account payables in the amount of $23,000 payable to a number of
major shareholder of the Company.
The Company acquired an additional $248,176 of manufacturing equipment for
the nine month period ended September 30. Plant renovations costing $12,000 are
also expected to be completed in fiscal 2000. These expenditures will be
financed from existing assets. Increased sales volumes will also necessitate
hiring additional operations, sales and administrative personnel.
Investing activities have used cash of approximately $248,176 for the three
months ended September 30, 2000. Investing activities primarily represent
purchases of manufacturing equipment and office equipment.
The Company expects future development and expansion will be financed
through cash flow from operations and other forms of financing such as the sale
of additional equity and debt securities, capital leases and other credit
facilities. There are no assurances that such financing will be available on
terms acceptable or favorable to the Company.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27.1 Financial Data Schedule
(b) During the period commencing last quarter of the period covered by
this report to date, the following reports on Form 8-K were filed by the
Registrant:
DATE OF REPORT ITEM REPORTED DESCRIPTION OF ITEM
-------------- ------------- -------------------
August 22, 2000 Item 1. Acquisition of Assets The Company entered into an
Acquisition Agreement with WST
Web Search Technologies Inc.,
a British Columbia corporation
("WST"), pursuant to which the
Company agreed, to acquire
100% of the outstanding common
stock of WST in exchange for
10,000,000 shares of the
Company's common stock,
3,000,000 of which was payable
by the Company and 7,000,000
of which was payable by
Richard Pierce, the President
and CEO and a major
shareholder of the Company to
the sole shareholder of WST.
<PAGE>
SIGNATURES
In accordance with requirements of the Securities Exchange Act, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
LAREDO INVESTMENT CORP.
Dated: November 14, 2000 By: /s/ Richard Pierce
----------------------------
Richard Pierce
President
By /s/ Mark Casavant
----------------------------
Mark Casavant
Chief Financial Officer
