SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): October 16, 2009
LAREDO
MINING, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-153168
|
N/A
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
580
Highway 535
Big Horn,
WY 82833
(Address
of principal executive offices) (Zip code)
(307)
673-5033
(Registrant's
telephone number, including area code)
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.01 Changes in Control of Registrant.
On
October 16, 2009, Nancy L. Farrell entered into a purchase agreement with Mark
See, pursuant to which Mr. See acquired 3,000,000 shares of common stock of
Laredo Mining, Inc. (the “Company”) for aggregate consideration of
$225,000. Upon the closing of the purchase, Mr. See acquired 60% of
the Company’s issued and outstanding common stock and attained voting control of
the Company.
The
following table sets forth certain information, as of October 16, 2009 with
respect to the beneficial ownership of the Company’s outstanding common
stock.
|
Name
of Beneficial Owner
|
|
Common
Stock
Beneficially
Owned
|
|
Percentage
of
Common
Stock (1)
|
|
|
Mark
See
580
Highway 335, Big Horn, WY 82833
|
|
|
3,000,000
|
|
|
60
%
|
|
|
All
officers and directors as a group (1 person)
|
|
|
3,000,000
|
|
|
60
%
|
|
|
|
(1)
|
Applicable
percentage ownership is based on 5,000,000 shares of common stock
outstanding as of October 16, 2009, together with other securities
exercisable or convertible into shares of common stock within 60 days of
such date by each stockholder. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities.
Shares of common stock that are currently obtainable or obtainable within
60 days of October 16, 2009 by exercise or conversion of other securities
are deemed to be beneficially owned by the person holding such securities
for the purpose of computing the percentage of ownership of such person,
but are not treated as outstanding for the purpose of computing the
percentage ownership of any other
person.
|
The
Company was a “shell company”, as defined in Rule 12b-2 of the Exchange Act
prior to the change of control. In accordance with paragraph (8) of Item 5.01 of
Form 8-K, the Company is required to provide the information that would be
required if the Company were filing a Form 10 registration statement under the
Exchange Act. In accordance with Item 5.03(a)(8) of Form 8-K such information is
hereby incorporated by reference to the Company’s Registration Statement on Form
S-1 as originally filed with the Securities Exchange Commission on August 25,
2008.
On
October 16, 2009, Nancy L. Farrell, the Company’s President, Secretary,
Treasurer, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer and sole director resigned from all of her positions with the
Company. Immediately prior to her resignation, she appointed Mark See
to serve as the Company’s Chief Executive Officer, Secretary and sole
director.
Mr. See
has over 23 years experience in tunneling, natural resources and the petroleum
industries. He was the founder and initial CEO of RockWell Petroleum, a private
Oil & Gas Company. He was employed with Albian Sands as the Manager for the
Alberta Oil Sands Projects at Fort McMurray, Alberta, Canada, a joint venture
between Shell Canada and Chevron. Mr. See was also President of Oil Recovery
Enhancement LLC in Bozeman, Montana, a private oil company. He was selected as
one of the top 25 Engineers in North America by the
Engineering News Record
for
his innovations in the petroleum industry. He is a member of the Petroleum
Society of the Canadian Institute of Mining, Metallurgy & Petroleum, the
Society of Mining Engineers and the Society of Petroleum Engineers.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On October 16, 2009, the sole director
of the Company approved an amendment to the Company’s Articles of Incorporation
(the “Certificate of Amendment”) in order to change the name of the Company from
“Laredo Mining, Inc.” to “Laredo Oil, Inc.” and to affect a 1:6.25 forward split
of the Company’s common stock. On October 16, 2009, stockholders
representing the requisite number of votes necessary approved the adoption of
the Certificate of
Amendment. On
October 21, 2009, the Company filed the Certificate of Amendment with the
Secretary of State of the State of Delaware.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
statements of business acquired.
None
(b) Pro
forma financial information.
None
(c) Shell
Company Transactions
None
(d)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Certificate
of Amendment of Certificate of Incorporation
|
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
LAREDO MINING, INC.
|
Dated: October
22, 2009
|
By:
/s/ Mark
See
|
|
|
Name: Mark
See
|
|
|
Title: Chief
Executive Officer
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INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Certificate
of Amendment of Certificate of
Incorporation
|
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware does
hereby certify that:
FIRST
: That by unanimous
consent of the Board of Directors of
Laredo Mining, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and in the best interest of the shareholders of the
Corporation. The resolution setting forth the proposed amendment is
as follows:
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing
Articles numbered “
FIRST
” so that, as
amended, said Articles shall be and read as follows:
FIRST:
The name of this corporation is Laredo Oil, Inc.
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing
the Article numbered “
FOURTH”
so that, as
amended, said Article shall be and read as follows:
FOURTH:
The total number of shares which the corporation shall have the authority to
issue is 90,000,000 Shares of Common Stock with $0.0001 par value and 10,000,000
shares of Preferred Stock with $0.0001 par value.
Each one
(1) share of the corporation’s Common Stock, par value $0.0001, issued and
outstanding as of October 26, 2009, shall be converted into six and one quarter
(6.25) shares of the corporation’s Common Stock, par value
$0.0001. Any fractional shares resulting from such conversion shall
be rounded up to the nearest whole share.
SECOND
: That thereafter,
pursuant to resolution of its Board of Directors, a majority of the
corporation’s stockholders voted in favor of the amendment.
THIRD
: That said amendment was
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF
, said
corporation has caused this certificate to be signed this 16th day of October,
2009.
By:
/s/ Mark
See____________________
Title:
CEO_________________________
Name:
Mark
See____________________