þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-2435874
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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Page | |
Part I
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Item 1. Business
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4 |
Item 2. Properties
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6 |
Item 3. Legal Proceedings
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6 |
Part II
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Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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7 |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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7 |
Item 8. Financial Statements and Supplementary Data
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8 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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8 |
Item 9A. Controls and Procedures
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8 |
Item 9B. Other Information
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9 |
Part III
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Item 10. Directors, Executive Officers and Corporate Governance
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9 |
Item 11. Executive Compensation
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11 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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12 |
Item 13. Certain Relationships and Related Transactions, and Director Independence
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12 |
Item 14. Principal Accounting Fees and Services
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13 |
Part IV
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Item 15. Exhibits, Financial Statement Schedules
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13 |
Signatures
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14 |
Index to Financial Statements
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F-1 |
Item 1.
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Business
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Laredo Oil, Inc. High/Low Market Bid Prices ($)
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|||
Fiscal Q2: Sep 2009—Nov 2009
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Fiscal Q3: Dec 2009—Feb 2010
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Fiscal Q4: Mar 2010—May 2010
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High Bid
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1.55 | 1.95 | 1.81 |
Low Bid
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0.00 | 0.25 | 0.00 |
Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
- continued
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9A.
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Controls and Procedures
- continued
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Item 9B.
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Other Information
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Name
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Age
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Position Held
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Term as Director Since
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|||
Mark See
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49
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Chief Executive Officer, Secretary and sole director
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October 16, 2009
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|||
Bradley E. Sparks
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63
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Chief Financial Officer and Treasurer
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NA
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Item 10.
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Directors, Executive Officers and Corporate Governance
- continued
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(1)
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filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;
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(2)
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was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
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(3)
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was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
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(i)
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acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity
;
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(ii)
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engaging in any type of business practice; or
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(iii)
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engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
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(4)
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was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;
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(5)
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was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated;
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(6)
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was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
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ITEM 11.
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Executive Compensation
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Summary Compensation Table
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||||||||||||||||||
(a)
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(b)
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(c)
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(e)
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(i)
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(j)
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|||||||||||||
Name and Principal Position
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Year
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Salary
(3)
($)
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Stock
Awards
(2)
($)
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All other
Compensation
(4)
($)
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Total
($)
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|||||||||||||
Nancy Farrell
(1)
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2009
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0
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0
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0
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0
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|||||||||||||
Former President, Secretary, Treasurer and sole director
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||||||||||||||||||
Mark See
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2010
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168,750
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154,131
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4,769
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327,650
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|||||||||||||
Chief Executive Officer, Secretary and sole director
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Bradley E. Sparks
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2010
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128,333
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33,898
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3,943
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166,174
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|||||||||||||
Chief Financial Officer & Treasurer
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(1)
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Ms. Farrell resigned as President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and sole director on October 16, 2009.
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(2)
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Presentation includes amounts accrued for financial statement purposes under FAS 123R.
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(3)
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The salary amounts shown were accrued in the financial reports. As of May 31, 2010, Mr. See had received $101,250 and Mr. Sparks received $75,833 of the accrued amounts owed them.
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(4) | The amount shown represents amounts spent for providing health benefits. |
ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Name and Address
of Beneficial
Owner
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Nature of
Ownership(1)
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Amount
of Beneficial
Ownership
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Percent
of Class
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|||
Bedford Holdings, LLC (2)
44 Polo Drive
Big Horn, WY 82833
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Direct
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12,844,269
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25.2%
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|||
Darlington, LLC (3)
P.O. Box 723
Big Horn, WY 82833
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Direct
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5,423,138
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10.6%
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|||
Mark See
P.O. Box 723
Big Horn, WY 82833
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Direct
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12,844,269
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25.2%
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|||
Ao D Morris & Associates, LLC
665 Third Street, Suite 508
San Francisco, CA 94107
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Direct
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3,399,000
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6.7%
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|||
Bradley E. Sparks
2203 Townes Lane
Austin, TX 78703
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Direct
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2,824,857
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5.5%
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|||
Kenneth Lipson
41 Sutter Street, Suite 1786
San Francisco, CA 94104
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Direct | 4,608,373 | 9.0% | |||
All Directors and Officers as a Group (2 persons)
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Direct
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15,669,126
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30.7%
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(1)
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All shares owned directly are owned beneficially and of record, and such shareholder has sole voting, investment and dispositive power, unless otherwise noted.
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(2)
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These shares are owned and controlled by Mr. See’s
sister
. Mr. See disclaims any beneficial ownership or control of such shares.
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(3) | These shares are owned and controlled by Mr. See’s spouse. Mr. See disclaims any beneficial ownership or control of such shares. |
ITEM 13.
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Certain Relationships and Related Transactions, and Director Independence
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ITEM 14.
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Principal Accounting Fees and Services
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(a) (1)
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Financial Statements.
See Index to Financial Statements on page F-1.
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(a) (2)
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Financial Statement Schedules
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(a) (3)
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Exhibits
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3.1
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Certificate of Incorporation, included as Exhibit 3.1 in our Form S-1 filed August 25, 2008, File No. 333-153168 and incorporated herein by reference.
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3.2
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Certificate of Amendment of Certificate of Incorporation, included as Exhibit 10.1 to our Form 8-K filed October 22, 2009 and incorporated herein by reference.
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3.3 |
Bylaws, included as Exhibit 3.2 in our S-1 filed August 25, 2008, File No. 333-153168 and incorporated herein by reference.
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10.1
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Letter Agreement dated October 16, 2009 between the Company and Mark See, CEO, regarding CEO compensation package.
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10.2
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Letter Agreement dated October 20, 2009 between the Company and Bradley E. Sparks regarding CFO compensation package.
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10.3
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Purchase Agreement, included as Exhibit 10.1 to our Form 8-K filed June 9, 2010 and incorporated herein by reference.
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10.4
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Form of Warrant to Purchase Stock of Laredo Oil, Inc., included as Exhibit 10.2 to our Form 8-K filed June 9, 2010 and incorporated herein by reference. |
10.5 | Form of Subordinated Convertible Promissory Note, included as Exhibit 10.3 to our Form 8-K filed June 9, 2010 and incorporated herein by reference. |
10.6 | Securities Purchase Agreement, dated as of July 26, 2010, among the Company and each Purchaser identified on the signature pages thereto, included as Exhibit 10.1 to our Form 8-K filed July 28, 2010 and incorporated herein by reference. |
10.7 | Form of Common Stock Purchase Warrant, included as Exhibit 10.2 to our Form 8-K filed July 28, 2010 and incorporated herein by reference. |
14.1
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Code of Ethics for Employees and Directors.
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31.1
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Certification by Chief Executive Officer pursuant to Rule 13a-14(a).
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31.2
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Certification by Chief Financial Officer pursuant to Rule 13a-14(a).
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32.1
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Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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LAREDO OIL, INC.
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|||
(the "Registrant")
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|||
Date: September 14, 2010
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By:
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/s/ Mark See
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Mark See
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Chief Executive Officer and sole Director
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|||
Date: September 14, 2010
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By:
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/s/ Bradley E. Sparks
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Bradley E. Sparks
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|||
Chief Financial Officer and Treasurer
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|||
Page
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|||
Reports of Independent Registered Public Accounting Firms
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F-2
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||
Balance Sheets as of May 31, 2010 and 2009
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F-3
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Statements of Operations for the Years Ended May 31, 2010, 2009 and 2008
and the period from March 31, 2008 (inception) to May 31, 2010
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F-4
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Statements of Changes in Stockholders' Equity from inception (March 31, 2008) through the Year Ended May 31, 2010
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F-5
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Statements of Cash Flows for the Years Ended May 31, 2010 and 2009
and the Period from March 31, 2008 (inception) to May 31, 2010
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F-6
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Notes to the Financial Statements
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F-7
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||
Laredo Oil, Inc.
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||||||||
(An Exploration Stage Enterprise)
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||||||||
Balance Sheets
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||||||||
May 31,
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May 31,
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|||||||
2010
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2009
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash
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$ | 157,005 | $ | 114 | ||||
Restricted cash
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- | 23,625 | ||||||
Prepaid expenses
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33,350 | - | ||||||
Debt financing fees, net of accumulated amortization of $6,085 and $0
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62,665 | - | ||||||
TOTAL ASSETS
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$ | 253,020 | $ | 23,739 | ||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 13,626 | 80 | |||||
Accrued liabilities
|
252,674 | - | ||||||
Note payable
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75,000 | - | ||||||
Convertible debt, net of unamortized debt discount of $215,552 and $0
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128,198 | 12,400 | ||||||
Total Liabilities
|
469,498 | 12,480 | ||||||
Stockholders’ (Deficit) Equity
|
||||||||
Common stock subscribed
|
- | 23,625 | ||||||
Preferred stock: $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding
|
- | - | ||||||
Common stock: $0.0001 par value; 90,000,000 shares authorized; 50,000,013 and 18,750,000 issued and outstanding
|
5,000 | 1,875 | ||||||
Additional paid in capital
|
720,842 | 7,125 | ||||||
Accumulated deficit during exploration stage
|
(942,320 | ) | (21,366 | ) | ||||
Total stockholders’ (deficit) equity
|
(216,478 | ) | 11,259 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$ | 253,020 | $ | 23,739 | ||||
Laredo Oil, Inc.
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||||||||||||||||
(An Exploration Stage Enterprise)
|
||||||||||||||||
Statements of Operations
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||||||||||||||||
Date of Inception
|
||||||||||||||||
Year Ended
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Year Ended
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Year Ended
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(March 31, 2008) Through
|
|||||||||||||
May 31, 2010
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May 31, 2009
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May 31, 2008
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May 31, 2010
|
|||||||||||||
Revenue
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Cost of revenue
|
- | - | - | - | ||||||||||||
Gross profit
|
- | - | - | - | ||||||||||||
General, selling and administrative expenses
|
779,967 | 14,330 | 36 | 794,333 | ||||||||||||
Consulting and professional services
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110,333 | - | - | 110,333 | ||||||||||||
Mineral expenditures
|
9,500 | 7,000 | - | 16,500 | ||||||||||||
Operating loss
|
(899,800 | ) | (21,330 | ) | (36 | ) | (921,166 | ) | ||||||||
Non-operating income
|
||||||||||||||||
Interest expense
|
(21,154 | ) | - | - | (21,154 | ) | ||||||||||
Net loss
|
$ | (920,954 | ) | $ | (21,330 | ) | $ | (36 | ) | $ | (942,320 | ) | ||||
Net loss per share, basic and diluted
|
$ | (0.02 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||||
Weighted average number of common shares outstanding
|
42,640,035 | 18,750,000 | 18,750,000 |
Deficit accumulated
|
||||||||||||||||||||||||||||||||
Common Stock
|
Preferred Stock
|
Additional Paid
|
Common Stock
|
During Exploration
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Total
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
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Amount
|
in Capital
|
Subscribed
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Stage
|
Equity
|
|||||||||||||||||||||||||
Common shares issued to founders
|
18,750,000 | $ | 1,875 | - | $ | - | $ | 7,125 | $ | - | $ | - | $ | 9,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (36 | ) | (36 | ) | ||||||||||||||||||||||
Balance at May 31, 2008
|
18,750,000 | 1,875 | - | - | 7,125 | - | (36 | ) | 8,964 | |||||||||||||||||||||||
Common stock subscribed
|
- | - | - | - | - | 23,625 | - | 23,625 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (21,330 | ) | (21,330 | ) | ||||||||||||||||||||||
Balance at May 31, 2009
|
18,750,000 | 1,875 | - | - | 7,125 | 23,625 | (21,366 | ) | 11,259 | |||||||||||||||||||||||
Issuance of common stock
|
12,500,000 | 1,250 | - | - | 28,750 | (23,625 | ) | - | 6,375 | |||||||||||||||||||||||
Cancellation of common stock
|
(18,750,000 | ) | (1,875 | ) | - | - | 1,875 | - | - | - | ||||||||||||||||||||||
Issuance of common stock
|
37,500,013 | 3,750 | - | - | 446,250 | - | - | 450,000 | ||||||||||||||||||||||||
Issuance of warrants
|
- | - | - | - | 224,442 | - | - | 224,442 | ||||||||||||||||||||||||
Conversion of loan to equity
|
- | - | - | - | 12,400 | - | - | 12,400 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (920,954 | ) | (920,954 | ) | ||||||||||||||||||||||
Balance at May 31, 2010
|
50,000,013 | $ | 5,000 | - | $ | - | $ | 720,842 | $ | - | $ | (942,320 | ) | $ | (216,478 | ) | ||||||||||||||||
Date of Inception
|
||||||||||||
Year Ended
|
Year Ended
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(March 31, 2008)
|
||||||||||
May 31, 2010
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May 31, 2009
|
through May 31, 2010
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (920,954 | ) | $ | (21,330 | ) | $ | (942,320 | ) | |||
Issuance of stock for services
|
450,000 | - | 450,000 | |||||||||
Amortization of debt discount
|
8,890 | - | 8,890 | |||||||||
Amortization of debt financing fees
|
6,085 | - | 6,085 | |||||||||
Increase in prepaid expenses
|
(33,350 | ) | - | (33,350 | ) | |||||||
Increase in accounts payable and accrued liabilities
|
266,220 | 80 | 266,300 | |||||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(223,109 | ) | (21,250 | ) | (244,395 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
- | - | - | |||||||||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||||||||
Officer advances
|
- | 12,400 | 12,400 | |||||||||
Proceeds from note payable
|
75,000 | - | 75,000 | |||||||||
Proceeds Issuance of convertible notes payable
|
275,000 | - | 275,000 | |||||||||
Issuance of common stock
|
30,000 | - | 39,000 | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
380,000 | 12,400 | 401,400 | |||||||||
Net increase in cash
|
156,891 | (8,850 | ) | 157,005 | ||||||||
Cash at beginning of period
|
114 | 8,964 | - | |||||||||
CASH AT END OF PERIOD
|
$ | 157,005 | $ | 114 | $ | 157,005 | ||||||
Supplemental disclosures
|
||||||||||||
Officer advances converted to equity
|
12,400 | - | 12,400 | |||||||||
Debt financing expense on convertible debt
|
68,750 | - | 68,750 | |||||||||
Issuance of warrants in connection with bridge financing
|
224,442 | - | 224,442 |
The Company accounts for income taxes by the asset and liability method in accordance with ASC Topic 740 “
Income Taxes.”
Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized in the current year for temporary differences between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely to be realized. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.
|
On March 31, 2008, the Company adopted Financial Accounting Standards Board (“FASB”) interpretation No. 48 (“FIN 48”), “
Accounting for Uncertainty in Income Taxes
”, (codified in FASB ASC Topic 740). Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made.
|
There was no significant effect of adopting Topic 740 on the Company.
|
|
For the Year Ended
|
|||||||
May 31,
|
||||||||
2010
|
2009
|
|||||||
Numerator - net loss attributable to
|
||||||||
common stockholders
|
$
|
(920,954
|
)
|
$
|
(21,330
|
)
|
||
Denominator - weighted average
|
||||||||
number of common shares outstanding
|
42,640,035
|
18,750,000
|
||||||
Basic and diluted loss
|
||||||||
per common share
|
$
|
0.02
|
$
|
0.00
|
●
|
Preferred Shares, $ 0.0001 par value: 10,000,000 shares authorized.
|
●
|
Common Stock, $ 0.0001 par value: 90,000,000 shares authorized; 50,000,013 shares issued and outstanding.
|
Number of
Shares
|
Weighted
Average
Exercise Price
|
|||||||
Balance, May 31, 2009
|
-
|
$
|
-
|
|||||
Warrants granted and assumed
|
707,500
|
2.00
|
||||||
Warrants expired
|
—
|
—
|
||||||
Warrants cancelled, forfeited
|
—
|
—
|
||||||
Warrants exercised
|
—
|
—
|
||||||
Balance, May 31, 2010
|
707,500
|
$
|
2.00
|
2010
|
||||
Risk-free interest rates
|
2.34 | % | ||
Contractual life
|
2.5 years
|
|||
Expected volatility
|
117.59-150.66 | % | ||
Dividend yield
|
0 | % |
2010
|
2009
|
|||||||
Net operating loss
|
$ | 162,298 | $ | 7,264 | ||||
Valuation allowance
|
(162,298 | ) | (7,264 | ) | ||||
Net deferred tax asset
|
$ | 0 | $ | 0 |
2010
|
2009
|
Since Inception
|
||||||||||
Tax at statutory rate (35%)
|
$ | 155,033 | $ | 7,252 | $ | 162,298 | ||||||
Increase in valuation allowance
|
(155,033 | ) | (7,252 | ) | (162,298 | ) | ||||||
Net deferred tax asset
|
$ | 0 | $ | 0 | $ | 0 |
|
a)
|
Automobile allowance of $1000/month.
|
|
b)
|
Professional - of S1000/month for Petroleum professional societies and dues (i.e., Society Petroleum Engineers, Society Mining Engineers) and organizations (i.e., Denver, Montana & Houston Petroleum Club's)
|
|
c)
|
Communication - of $500/month for mobile devices and associated costs.
|
MARK SEE
/s/ Mark See
|
|
LAREDO OIL, INC.
By: /s/ Bradley Sparks
Name: Bradley Sparks
Title: CFO
|
|
a)
|
Automobile allowance of $1000/month.
|
|
b)
|
Professional – of $1000/month for Petroleum professional societies and dues (i.e., Society Petroleum Engineers, Society Mining Engineers) and organizations (i.e., Denver, Montana & Houston Petroleum Club’s), and Accounting, Finance and Governance Bodies (AICPA dues, CPE courses, FEI dues, NACD dues, etc.)
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c)
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Communication - of $500/month for mobile devices and associated costs.
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BRADLEY SPARKS
/s/ Bradley Sparks
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LAREDO OIL, INC.
By: /s/ Mark See
Name: Mark See
Title: CEO
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended May 31, 2010 of Laredo Oil, Inc., the registrant;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other than financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including any of its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee (if any) of registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Dated: September 14, 2010
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By:
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/s/ Mark See
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Mark See
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|||
Chief Executive Officer and sole Director
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended May 31, 2010 of Laredo Oil, Inc., the registrant;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other than financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including any of its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee (if any) of registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Dated: September 14, 2010
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By:
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/s/ Bradley E. Sparks
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Bradley E. Sparks
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Chief Financial Officer and Treasurer
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|||
1.
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The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
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2.
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The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Dated: September 14, 2010
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By:
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/s/ Mark See
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Mark See
|
|||
Chief Executive Officer and sole Director
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|||
1.
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The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
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2.
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The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Dated: September 14, 2010
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By:
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/s/ Bradley E. Sparks
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Bradley E. Sparks
|
|||
Chief Financial Officer and Treasurer
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