Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
PART I FINANCIAL INFORMATION
|
Page | |
Item 1.
|
Financial Statements
|
3
|
Balance Sheets as of November 30, 2011 (unaudited) and May 31, 2011
|
4
|
|
Statements of Operations (unaudited)
|
5
|
|
Statements of Cash Flows (unaudited)
|
6
|
|
Notes to Financial Statements (unaudited)
|
7
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
10
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
13
|
Item 4.
|
Controls and Procedures
|
13
|
PART II OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
|
14
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
14
|
Item 3.
|
Defaults Upon Senior Securities
|
14
|
Item 4.
|
[Removed and Reserved.]
|
14
|
Item 5.
|
Other Information
|
14
|
Item 6.
|
Exhibits
|
14
|
Signatures
|
15
|
November 30,
|
May 31,
|
|||||||
2011
|
2011
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
96,838
|
$
|
428
|
||||
Prepaid expenses and other assets
|
23,951
|
24,051
|
||||||
TOTAL ASSETS
|
$
|
120,789
|
$
|
24,479
|
||||
LIABILITIES & STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$
|
17,727
|
84,708
|
|||||
Accrued liabilities
|
55,394
|
200,442
|
||||||
Deferred management fee revenue
|
40,833
|
-
|
||||||
Warrant liability
|
149,491
|
1,265,595
|
||||||
Notes payable
|
-
|
425,000
|
||||||
Convertible notes payable
|
-
|
300,000
|
||||||
Total Current Liabilities
|
263,445
|
2,275,745
|
||||||
Long term notes payable
|
350,000
|
-
|
||||||
Total Liabilities
|
613,445
|
2,275,745
|
||||||
Stockholders’ (Deficit) Equity
|
||||||||
Preferred Stock: $0.001 par value; 10,000,000 shares authorized; none issued and outstanding
|
-
|
-
|
||||||
Common Stock: $0.0001 par value; 90,000,000 shares authorized; 52,000,013 issued and outstanding
|
5,200
|
5,200
|
||||||
Additional paid in capital
|
5,583,217
|
(400,984
|
)
|
|||||
Accumulated deficit
|
(6,081,073
|
)
|
(1,855,482
|
)
|
||||
Total Stockholders’ (Deficit) Equity
|
(492,656
|
)
|
(2,251,266
|
)
|
||||
TOTAL LIABILITIES & STOCKHOLDERS’ (DEFICIT) EQUITY
|
$
|
120,789
|
24,479
|
|||||
Three Months
Ended
|
Three Months
Ended
|
Six Months
Ended
|
Six Months
Ended
|
|||||||||||
November 30,
2011
|
November 30,
2010 (restated)
|
November 30,
2011
|
November 30,
2010 (restated)
|
|||||||||||
Management fee revenue
|
$
|
381,360
|
$
|
-
|
$
|
802,759
|
$
|
-
|
||||||
Direct costs
|
289,311
|
-
|
513,495
|
-
|
||||||||||
Gross profit
|
92,049
|
-
|
289,264
|
-
|
||||||||||
General, selling and administrative expenses
|
24,372
|
155,802
|
51,079
|
329,690
|
||||||||||
Consulting and professional services
|
53,947
|
33,463
|
5,131,203
|
371,982
|
||||||||||
Operating income (loss)
|
13,730
|
(189,265
|
)
|
(4,893,018
|
)
|
(701,672
|
)
|
|||||||
Non-operating income (expense)
|
||||||||||||||
Gain on revaluation of warrant liability
|
39,837
|
464,969
|
481,864
|
844,868
|
||||||||||
Other income
|
-
|
-
|
200,000
|
-
|
||||||||||
Interest expense
|
(5,264
|
)
|
(8,886
|
)
|
(14,437
|
)
|
(18,111
|
)
|
||||||
Net income (loss)
|
$
|
48,303
|
$
|
266,818
|
$
|
(4,225,591
|
)
|
$
|
125,085
|
|||||
Net income (loss) per share, basic and diluted
|
$
|
0.00
|
$
|
0.01
|
$
|
(0.08
|
)
|
$
|
0.00
|
|||||
Weighted average number of common shares outstanding
|
52,000,013
|
51,000,013
|
52,000,013
|
50,699,467
|
Six Months Ended
|
Six Months Ended
|
|||||||
November 30, 2011
|
November 30, 2010 (restated)
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$
|
(4,225,591
|
)
|
$
|
125,085
|
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
|
||||||||
Common stock issued for services
|
-
|
207,067
|
||||||
Issuance of warrants for services
|
4,931,873
|
-
|
||||||
Gain on revaluation of warrant liability
|
(481,864
|
)
|
(844,867
|
)
|
||||
Changes in operating assets and liabilities
|
||||||||
Decrease in prepaid expenses
|
100
|
20,012
|
||||||
Decrease in accounts payable and accrued liabilities
|
(212,029
|
)
|
(152,553
|
)
|
||||
Increase in deferred management fee revenue
|
40,833
|
-
|
||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
53,322
|
(645,256
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
-
|
-
|
||||||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||||
Repayment of notes payable
|
(75,000
|
)
|
-
|
|||||
Proceeds from issuance of convertible notes payable
|
-
|
25,000
|
||||||
Proceeds from issuance of notes payable
|
-
|
150,000
|
||||||
Repayment of convertible notes payable
|
(300,000
|
)
|
-
|
|||||
Capital contributions
|
418,088
|
-
|
||||||
Issuance of common stock
|
-
|
500,000
|
||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
43,088
|
675,000
|
||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
96,410
|
29,744
|
||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
428
|
157,005
|
||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
96,838
|
$
|
186,749
|
||||
SUPPLEMENTAL DISCLOSURES:
|
||||||||
Interest paid
|
$
|
43,088
|
$
|
-
|
||||
NON-CASH FINANCING ACTIVITIES:
|
||||||||
Reclassification of warrant liability to equity
|
$
|
634,240
|
$
|
-
|
•
|
correct for the overstatement of additional paid in capital and understatement of the warrant liability reported on Form 10-K for the fiscal year ended May 31, 2010 and Forms 10-Q for the periods ended August 31, 2010, November 30, 2010, and February 28, 2011.
|
|
•
|
correct for the understatement of the gain on revaluation of warrant liability upon the quarterly revaluation of the warrant liability reported on Forms 10-Q for the periods ended August 31, 2010, November 30, 2010, and February 28, 2011.
|
|
•
|
correct for the overstatement in the deferred financing asset and the related interest expense recorded to amortize this asset reported on Form 10-K for the fiscal year ended May 31, 2010 and Forms 10-Q for the periods ended August 31, 2010, November 30, 2010, and February 28, 2011.
|
|
•
|
correct for the understatement in Convertible Debt balance and overstatement of interest expense due to the incorrect recording of the warrants as a debt discount and the related amortization of the debt discount on Form 10-K for the fiscal year ended May 31, 2010 and Forms 10-Q for the periods ended August 31, 2010, November 30, 2010, and February 28, 2011.
|
3.1
|
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.
|
3.2
|
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.
|
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.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
XBRL Extension Presentation Linkbase
|
Date: January 13, 2012
|
By:
|
/s/ Mark See
|
|
Mark See
|
|||
Chief Executive Officer and Chairman of the Board
|
|||
Date: January 13, 2012
|
By:
|
/s/ Bradley E. Sparks
|
|
Bradley E. Sparks
|
|||
Chief Financial Officer, Treasurer and Director
|
|||
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended November 30, 2011 of Laredo Oil, Inc., the registrant;
|
2.
|
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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) 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 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 its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
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;
|
c.
|
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
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) 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 of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended November 30, 2011 of Laredo Oil, Inc., the registrant;
|
2.
|
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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) 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 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 its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
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;
|
c.
|
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
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) 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 of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
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M3BQ6I/1PD4LEJ08W"A NOTE 4- RELATED PARTY TRANSACTIONS In both November and December 2009, the Company
issued a note payable to Mr. Kenneth Lipson, a shareholder owning over 5% of the Companys common stock. In June
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M]K2'"00&]D(+DB=+
6 Months Ended
Notes to Financial Statements
RELATED PARTY TRANSACTIONS
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