0001654954-18-009655.txt : 20180829 0001654954-18-009655.hdr.sgml : 20180829 20180829145349 ACCESSION NUMBER: 0001654954-18-009655 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 50 CONFORMED PERIOD OF REPORT: 20180531 FILED AS OF DATE: 20180829 DATE AS OF CHANGE: 20180829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Laredo Oil, Inc. CENTRAL INDEX KEY: 0001442492 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 262435874 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-153168 FILM NUMBER: 181044078 BUSINESS ADDRESS: STREET 1: 110 N. RUBEY DR. STREET 2: SUITE 120 CITY: GOLDEN STATE: CO ZIP: 80403 BUSINESS PHONE: 720-295-1214 MAIL ADDRESS: STREET 1: 110 N. RUBEY DR. STREET 2: SUITE 120 CITY: GOLDEN STATE: CO ZIP: 80403 FORMER COMPANY: FORMER CONFORMED NAME: Laredo Mining, Inc. DATE OF NAME CHANGE: 20080808 10-K 1 laredo_10k-17460.htm LAREDO OIL, INC. 10-K Blueprint
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended May 31, 2018
 
or
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from   to
 
Commission file number: 333-153168
 
Laredo Oil, Inc.

(Exact name of Registrant as Specified in its Charter)
 
Delaware
 
26-2435874
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
110 N. Rubey Dr., Suite 120; Golden, Colorado 80403

(Address of principal executive offices) (Zip Code)
 
(720) 295-1214

(Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
None
 
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No
 
 
1
 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
Accelerated filer
 
Non-accelerated filer
 
Smaller reporting company
 
 
 
 
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Act). Yes No
 
The aggregate market value of the registrant's outstanding shares of voting common stock held by non-affiliates based on the closing price of these shares on November 30, 2017 of $0.03 per share as reported on the OTC Bulletin Board, was $0.6 million. That date was the last business day of the most recently completed second fiscal quarter. Shares held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock are considered affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
As of August 29, 2018, the registrant had 54,514,765 shares of voting common stock outstanding.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
 
LAREDO OIL, INC.
 
TABLE OF CONTENTS
 
 
 
Page
 
 
Part I
 
 
Item 1. Business
4
 
 
Item 2. Properties
6
 
 
Item 3. Legal Proceedings
6
 
 
Part II
 
 
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
7
 
 
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
8
 
 
Item 8. Financial Statements and Supplementary Data
9
 
 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9
 
 
Item 9A. Controls and Procedures
9
 
 
Item 9B. Other Information
10
 
 
Part III
 
 
Item 10. Directors, Executive Officers and Corporate Governance
11
 
 
Item 11. Executive Compensation
13
 
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
16
 
 
Item 13. Certain Relationships and Related Transactions, and Director Independence
17
 
 
Item 14. Principal Accounting Fees and Services
18
 
Part IV
 
 
Item 15. Exhibits, Financial Statement Schedules
18
 
 
Signatures
21
 
 
Index to Financial Statements
F-1
 
 
 
 
3
 
 
LAREDO OIL, INC.
 
ANNUAL REPORT FOR THE YEAR ENDED MAY 31, 2018 ON FORM 10-K
 
 
PART I
 
Item 1.
Business
 
Summary
 
Laredo Oil, Inc. (“the Company”) is a management services company managing the acquisition and conventional operation of mature oil fields and the further recovery of stranded oil from those fields using enhanced oil recovery (“EOR”) methods for its sole customer, Stranded Oil Resources Corporation (“SORC”), an indirect, wholly owned subsidiary of Alleghany Corporation (“Alleghany”).
 
From its inception through October 2009, the Company was primarily engaged in acquisition and exploration efforts for mineral properties. After a change in control in October 2009, the Company shifted its focus to locating mature oil fields with the intention of acquiring those oil fields and recovering stranded oil using EOR methods. The Company was unable to raise the capital required to purchase any suitable oil fields. On June 14, 2011, the Company entered into several agreements with SORC to seek recovery of stranded crude oil from mature, declining oil fields by using the EOR method known as Underground Gravity Drainage (“UGD”). Such agreements consist of a license agreement between the Company and SORC (the “SORC License Agreement”), a license agreement between the Company and Mark See, the Company’s Chairman and Chief Executive Officer (“CEO”) (the “MS-Company License Agreement”), an Additional Interests Grant Agreement between the Company and SORC, a Management Services Agreement between the Company and SORC (the “MSA”), a Finder’s Fee Agreement between the Company and SORC (the “Finder’s Fee Agreement”), and a Stockholders Agreement (the “Stockholders Agreement”) among the Company, SORC and Alleghany Capital Corporation, a wholly-owned subsidiary of Alleghany (“Alleghany Capital”), each of which are dated June 14, 2011 (collectively, the “Agreements”).
 
The Company and Mark See now provide to SORC both management services and expertise pursuant to the SORC License Agreement, MS-Company License Agreement and the MSA. As consideration for the licenses to SORC, the Company will receive a 19.49% interest in SORC net profits as defined in the SORC License Agreement (the “Royalty”). Under the SORC License Agreement, the Company agreed that a portion of the Royalty equal to at least 2.25% of the net profits (the “Incentive Royalty”) be used to fund a long-term incentive plan for the benefit of its employees, as determined by the Company’s board of directors (the “Board”). On October 11, 2012, the Laredo Royalty Incentive Plan (the “Plan”) was approved and adopted by the Board and the Incentive Royalty was assigned by the Company to Laredo Royalty Incentive Plan, LLC, a special purpose Delaware limited liability company and wholly owned subsidiary of Laredo Oil, Inc. formed to carry out the purposes of the Plan (the “Plan Entity”). As a result of the assignment of the Incentive Royalty to the Plan Entity, the Royalty retained by the Company has been reduced from 19.49% to 17.24% subject to reduction to 15% under certain events stipulated in the SORC License Agreement. Additionally, in the event of a SORC initial public offering or certain other defined corporate events, the Company will receive 17.24%, subject to reduction to 15% under the SORC License Agreement, of the SORC common equity or proceeds emanating from the event in exchange for termination of the Royalty. Under certain circumstances regarding termination of exclusivity and license terminations, the Royalty could be reduced to 7.25%.
 
The MSA provides that the Company will provide the services of various employees (“Service Employees”), including Mark See, in exchange for monthly and quarterly management service fees. Mark See acts as the CEO of SORC pursuant to the MSA. He and other members of Company management spend substantially all their time and effort fulfilling the terms of the Agreements whereby they use their best efforts to evaluate, acquire, develop and recover crude oil from fields conducive to the UGD oil recovery method. The quarterly management services fee is $137,500 and the monthly management services fee is payment towards the salaries, benefit costs, and employment taxes specified for the Service Employees identified in the Agreements. In addition, SORC reimburses the Company for expenses incurred by Service Employees in connection with their rendition of services under the MSA. The Company may submit written requests to SORC for additional funding for payment of the Company’s operating costs and expenses which SORC, in its sole and absolute discretion, will determine whether or not to fund. To date, no requests for additional funding have been submitted by the Company to SORC.
 
SORC is funded solely by Alleghany Capital in exchange for issuance by SORC of 12% Cumulative Preferred Stock. As of June 30, 2018, SORC has received approximately $288.6 million in net funding from Alleghany Capital. Prior to the Company receiving any cash distributions from SORC, all accrued dividends (in excess of $150 million as of June 30, 2018) must be paid and preferred shares redeemed.
 
Under the MS-Company License Agreement, Mark See granted the Company an exclusive license to use certain knowhow and expertise. The Stockholders Agreement, which shall not be effective unless and until the Royalty is converted into SORC common stock pursuant to the Agreements, provides, among other things, that the Company shall have certain registration rights with respect to the SORC common stock it acquires.
 
4
 
 
Item 1.
Business - continued
 
The Agreements require the Company to maintain confidentiality of SORC confidential information, except to the extent such confidential information is required to be disclosed under applicable law, but such disclosure is expressly limited to the sole purpose of complying with such law and such disclosure is permitted only to the extent required by such law.
 
The original UGD method uses conventional mining processes to establish a drilling chamber underneath an existing oil field from where closely spaced wellbores are intended to be drilled up into the reservoir, using residual radial pressure and gravity to then drain the targeted reservoir through the wellbores. As experience is gained through practical application of the processes involved in oil recovery, variants of the UGD concept are continually developed and evaluated. The UGD method is applicable to mature oil fields that have very specific geological characteristics. The Company has done extensive research and has identified oil fields within the United States that it believes are qualified for UGD recovery methods. The Company continues to manage and support SORC’s efforts to pursue and recover stranded oil from selected mature fields chosen from this group which may be acquired by SORC in its sole and absolute discretion.
 
We believe the costs of implementing the UGD method are significantly lower than those presently experienced by commonly used EOR methods. We also estimate that we can materially increase the field oil production rate from prior periods and, in some cases, recover amounts of oil equal to or greater than amounts previously recovered from the mature fields selected.
 
Our shares are currently listed for trading on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol LRDC. As of the date of this report, there has been light to medium trading for our common stock and we cannot provide assurance that an active trading market for our securities will ever develop.
 
Competition
 
Our operating results are largely dependent upon SORC’s net profits as defined in the SORC License Agreement. We believe that SORC will encounter competition from other oil companies in all areas of operation, including the acquisition of mature fields, and that such competitors may include large, well established companies with substantial capital resources.
 
Dependence on One or a Few Major Customers
 
The Company is dependent upon maintaining the Agreements with SORC and Alleghany Capital for its funding and for access to SORC’s net profits as defined in the Agreements.
 
Operating Hazards and Uninsured Risks
 
Drilling activities are subject to many risks, including the risk that no commercially productive reservoirs will be encountered. We believe that the cost and timing of drilling, completing and operating wells is often uncertain and that drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including low oil prices, title problems, reservoir characteristics, weather conditions, equipment failures, delays by project participants, compliance with governmental requirements, shortages or delays in the delivery of equipment and services and increases in the cost for such equipment and services. SORC’s future oil recovery activities may not be successful and, if unsuccessful, such failure may result in cancellation of the Agreements and have a material adverse effect on our business, financial condition, results of operations and cash flows.
 
Operations that the Company will manage for SORC are subject to hazards and risks inherent in drilling for and producing and transporting oil, such as fires, natural disasters, explosions, encountering formations with abnormal pressures, blowouts, craterings, pipeline ruptures and spills, any of which can result in the loss of hydrocarbons, environmental pollution, personal injury claims and other damage to SORC properties and those of others. The Company maintains insurance against some, but not all, of the risks described above. In particular, the insurance we maintain does not cover claims relating to failure of title to oil leases, loss of surface equipment at well locations, business interruption, loss of revenue due to low commodity prices or loss of revenues due to well failure. The occurrence of an event that is not covered, or not fully covered, by insurance which we maintain or which SORC may acquire, could have a material adverse effect on our Royalty in the period such event may occur.
 
Governmental Regulation
 
Oil and natural gas exploration, production, transportation and marketing activities are subject to extensive laws, rules and regulations promulgated by federal and state legislatures and agencies, including but not limited to the Mine Safety and Health Administration (“MSHA”), the Federal Energy Regulatory Commission (“FERC”), the Environmental Protection Agency (“EPA”), the Bureau of Land Management (“BLM”), and various state regulatory agencies. Failure to comply with such laws, rules and regulations can result in substantial penalties, including the delay or stopping of our operations. The legislative and regulatory burden on the oil industry increases our cost of doing business and affects our Royalty.
 
State regulatory agencies, as well as the federal government when operating on federal or Indian lands, require permits for drilling operations, drilling bonds and reports concerning operations and impose other requirements relating to the exploration and production of oil. These governmental authorities also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum rates of production from wells and the regulation of spacing, plugging and abandonment of such wells. In each jurisdiction, we will most likely need exceptions to some regulations requiring regulatory approval. All of these matters could affect the Royalty.
 
 
5
 
 
Item 1.
Business - continued
 
Environmental Matters
 
The oil industry is subject to extensive and changing federal, state and local laws and regulations relating to both environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and safety and health. The recent trend in environmental legislation and regulation is generally toward stricter standards, and this trend is likely to continue. These laws and regulations may require a permit or other authorization before construction or drilling commences, and for certain other activities, limit or prohibit access, seismic acquisition, construction, drilling and other activities on certain lands lying within wilderness and other protected areas, impose substantial liabilities for pollution resulting from its operations, and require the reclamation of certain lands.
 
The permits that are required for oil and gas operations are subject to revocation, modification and renewal by issuing authorities.
 
Federal regulations require certain owners or operators of facilities that store or otherwise handle oil to prepare and implement spill prevention, control countermeasure and response plans relating to the possible discharge of oil into surface waters. The Oil Pollution Act of 1990 (“OPA”) contains numerous requirements relating to the prevention of and response to oil spills into waters of the United States. For onshore and offshore facilities that may affect waters of the United States, the OPA requires an operator to demonstrate financial responsibility. Regulations are currently being developed under federal and state laws concerning oil pollution prevention and other matters that may impose additional regulatory burdens on participants in the oil and gas industry. In addition, the Clean Water Act and analogous state laws require permits to be obtained to authorize discharge into surface waters or to construct facilities in wetland areas. The Clean Air Act of 1970 and its subsequent amendments in 1990 and 1997 also impose permit requirements and necessitate certain restrictions on point source emissions of volatile organic carbons (nitrogen oxides and sulfur dioxide) and particulates with respect to certain of our operations. The EPA and designated state agencies have in place regulations concerning discharges of storm water runoff and stationary sources of air emissions. These programs require covered facilities to obtain individual permits, participate in a group or seek coverage under an EPA general permit. Most agencies recognize the unique qualities of oil and natural gas exploration and production operations. A number of agencies including but not limited to MSHA, the EPA, the BLM, and similar state commissions have adopted regulatory guidance in consideration of the operational limitations on these types of facilities and their potential to emit pollutants.
 
Formation
 
We were incorporated under the laws of the State of Delaware on March 31, 2008 under the name of “Laredo Mining, Inc.” with authorized common stock of 90,000,000 shares at $0.0001 par value and authorized preferred stock of 10,000,000 shares at $0.0001 par value. On October 21, 2009 the name was changed to “Laredo Oil, Inc.” Effective October 21, 2009, all shares of the Company’s common stock issued and outstanding were combined and reclassified on a 1-to-6.25 basis. In connection with this change, the Certificate of Incorporation was amended to retain the par value at $0.0001 per share.
 
Facilities
 
Our principal executive office is located in Golden, Colorado, at 110 N. Rubey Dr., Suite 120, Golden, Colorado 80403.
 
Employees
 
As of May 31, 2018, we had 63 full-time employees and two non-employee directors.
 
Website Access
 
We make available, free of charge through our website, www.laredo-oil.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. Information on our website is not a part of this report.
 
Item 2.
Properties
 
We currently do not own any material physical property or own any real property. Physical property consists of office equipment and furniture, and offices are rented on an annual basis.
 
Item 3.
Legal Proceedings
 
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
 
As of May 31, 2018, there are no known environmental or other regulatory matters related to our operations that are reasonably expected to result in a material liability to us.
 
 
 
 
6
 
 
PART II
 
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Market Information
 
The Company’s common stock currently is quoted on the OTCBB which is not recognized as a stock exchange for SEC reporting purposes. Since the Company began trading November 5, 2009 on the OTCBB, there has been a limited trading market for the Company's common stock. The following table presents the range of high and low bid information for the common equity for each full quarterly period within the two most recent fiscal years.
 
Laredo Oil, Inc. High/Low Market Bid Prices ($)
 
 
Fiscal Q1: Jun 2017 — Aug 2017
Fiscal Q2: Sep 2017 — Nov 2017
Fiscal Q3: Dec 2017 — Feb 2018
Fiscal Q4: Mar 2018 — May 2018
High Bid
0.05
0.035
0.045
0.111
Low Bid
0.0266
0.0112
0.0145
0.0063
 
 
 
 
 
 
 
 
 
 
 
Fiscal Q1: Jun 2016 — Aug 2016
Fiscal Q2: Sep 2016 — Nov 2016
Fiscal Q3: Dec 2016 — Feb 2017
Fiscal Q4: Mar 2017 — May 2017
High Bid
0.14
0.11
0.09
0.085
Low Bid
0.0751
0.05
0.0413
0.045
 
Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
 
The Securities and Exchange Commission ("SEC") has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.
 
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.
 
Holders
 
As of August 29, 2018, the Company had 54,514,765 shares of common stock issued and outstanding estimated to be held by more than 300 record holders including those who own units through their brokers "in street name". Additionally, the Company had outstanding warrants to purchase 5,374,501 shares of stock at an exercise price equal to $0.70 per share. The Company also had outstanding options to purchase 254,000 shares of common stock at $0.25 per share, 800,000 shares of common stock at $0.36 per share, 1,100,000 shares of common stock at $0.38 per share, 600,000 shares of common stock at $0.40 per share, 425,000 shares of common stock at $0.405, and 1,500,000 shares of common stock at $2.00 per share, all of which total 4,679,000 options and are fully vested. If shares underlying all outstanding warrants and options were issued, the fully diluted number of shares outstanding would be 64,568,266 shares.
 
 
 
7
 
 
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - continued
 
Dividends
 
Since its inception, the Company has not paid any dividends on its common stock, and the Company does not anticipate that it will pay dividends before the Royalty is paid to the Company by SORC, and there can be no assurance provided that the Royalty will be received, and if received, that such Royalty will be in sufficient amounts to warrant payment of a dividend.
 
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The Company is a management services company managing the acquisition and conventional operation of mature oil fields and the further recovery of stranded oil from those fields using enhanced oil recovery methods for its sole customer, SORC, an indirect, wholly owned subsidiary of Alleghany. See “Item 1. Business” for a discussion of our business and our transactions with SORC. The sole source of revenue for the Company comes from the management fees described in the MSA and from a Royalty based upon the success of SORC. As of May 31, 2018, no royalties have been accrued or paid.
 
From SORC’s formation in 2011 through June 30, 2018, Alleghany Capital has invested $288.6 million into SORC. This investment has been channeled primarily into three major projects discussed in the following paragraphs.
 
The first project was located in Kansas. SORC funds have been used to acquire oil and gas leases and to purchase mineral rights totaling approximately 2,500 acres and used to construct and develop an Underground Gravity Drainage (“UGD”) facility. SORC completed construction of its underground facility in 2014 and commenced its drilling program in 2015. After a thorough evaluation of the project, SORC sold substantially all its assets to third parties as of December 29, 2017 and no longer has oil and gas properties in Kansas.
 
The second project is located in Louisiana. SORC has acquired oil and gas leases on approximately 9,244 acres in a targeted oil reservoir. The oil field there is operational and currently producing crude oil using conventional production methods. The Company believes that mineral rights underlying sufficient acreage are already in place to develop another UGD project there. The Company, on behalf of SORC, is currently operating those leases acquired using conventional recovery methods. In addition, the Company is evaluating a modified UGD site within the field.
 
The third project is located in Wyoming. On January 30, 2015, SORC, through one of its subsidiaries, purchased the Department of Energy's Naval Petroleum Reserve Number 3 (NPR-3), the Teapot Dome Oilfield, for $45.2 million. The purchase culminated a competitive bidding process that closed on October 16, 2014. Under the terms of the sale, operation and ownership of all of NPR-3’s mineral rights and approximately 9,000 acres of land immediately transferred to SORC. The remaining surface acreage transferred in June 2015, bringing the total acres purchased to 9,318. The oil field there is operational and currently producing crude oil using conventional production methods. The Company is also implementing and evaluating a modified UGD site within the field.
 
Using the knowledge gained from the Fredonia project, the Company continues to assist SORC in its search for additional oil fields possessing characteristics conducive to employment of the UGD enhanced recovery method and which are producing oil using conventional production methods.
 
When SORC acquires mineral rights, it generally will continue to operate any producing properties associated with those rights and expects to generate revenue and profit from doing so. Some mineral rights acquired thus far include leases which have producing wells on them. Once development of the underground chamber and the UGD method is prepared for operation, selected conventional wells are expected to be plugged and abandoned after UGD production has begun. The effect of such operational procedures should result in minimal disruption of oil production from the SORC field investments.
 
In accordance with the terms of the Agreements, the Company has agreed with SORC that it will not acquire any fields associated with UGD development for its own account.
 
Liquidity and Capital Resources
 
In accordance with the SORC license and management services agreements, the Company believes that it will receive from SORC sufficient working capital necessary to meet its obligations under the Agreements. The Company provides the know-how, expertise, and management required to identify, evaluate, acquire, test and develop targeted properties, and SORC will provide all required funding and will own the acquired assets. It is expected that SORC will be funded primarily by Alleghany Capital in exchange for issuance by SORC to Alleghany Capital of 12% Cumulative Preferred Stock. In April 2014, one of the SORC subsidiaries obtained a $250 million non-recourse secured bank credit facility to provide it with a lower cost source of funding as compared to the cost of funds received from Alleghany Capital. As of May31, 2018, SORC had no borrowings under the facility which is limited to the value of properties included in the borrowing base as determined by the lending institution. As of June 30, 2018, SORC had received $288.6 million in net funding from Alleghany Capital. Prior to the Company receiving any Royalty cash distributions from SORC, all SORC preferred share accrued dividends (in excess of $150 million as of June 30, 2018) must be paid, preferred shares redeemed, and debt retired to comply with any loan agreements. Additionally, when SORC acquires additional oil fields, any Alleghany Capital funds invested into SORC to finance their acquisition and development must be repaid prior to the distribution of any Royalty cash distributions to Laredo. With such uncertainty, Royalty cash distributions are not foreseen in the near future, and the main source of income for the Company will continue to be the management fee revenue under the Management Services Agreement.
 
 
8
 
 
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations - continued
 
Our cash and cash equivalents at May 31, 2018 was $106,311. Total debt outstanding as of the filing date of this report is $350,000 owed to Alleghany Capital, which is classified as short term.
 
Recently issued accounting pronouncements
 
Refer to Note 3 of the Notes to Financial Statements for a discussion of recently issued accounting pronouncements.
 
Results of Operations
 
Pursuant to the Management Services Agreement with SORC, the Company received and recorded management fee revenue and direct costs totaling $9,362,459 and $8,749,147, respectively, for the fiscal year ending May 31, 2018 and $9,823,386 and $10,101,432, respectively, for the fiscal year ending May 31, 2017. The decrease in revenues and direct costs is primarily attributable to a decrease in average number of employees as operations contracted in fiscal year ending May 31, 2018 as compared to fiscal year ending May 31, 2017. The direct costs in fiscal year ending May 31, 2017 further include an increase related to employee separation costs, resulting in the negative gross profit.
 
During the years ended May 31, 2018 and 2017, respectively, we incurred operating expenses of $495,309 and $656,034. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business, the preparation and filing of our required reports and stock option compensation expense. The decrease in expenses for the year ended May 31, 2018 as compared to the same period in 2017 is primarily attributable to decreases in share-based compensation expense and rent expense.
 
Due to the nature of the Agreements, the Company is relatively unaffected by the impact of inflation. Usually, when general price inflation occurs, the price of crude oil increases as well, which may have a positive effect on sales. However, as the price of oil increases, it also most likely will result in making targeted oil fields more expensive.
 
Critical Accounting Policies and Estimates
 
The process of preparing financial statements requires that we make estimates and assumptions that affect the reported amounts of liabilities and stockholders’ equity/(deficit) at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to stock options and warrants as of the date of the financial statements; accordingly, actual results may differ from estimated amounts. Our estimates and assumptions are based on current facts, historical experience and various other factors we believe to be reasonable under the circumstances. The most significant estimates with regard to the financial statements included with this report relate to stock options.
 
These estimates and assumptions are reviewed periodically and, as adjustments become necessary, they are reported in earnings in the periods in which they become known.
 
Off Balance Sheet Arrangements
 
We do not currently have any off-balance sheet arrangements or other such unrecorded obligations, and we have not guaranteed the debt of any other party.
 
Item 8.
Financial Statements and Supplementary Data
 
Our Financial Statements required by this item are included on the pages immediately following the Index to Financial Statements appearing on page F-1.
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A
Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
 
9
 
 
Item 9A
Controls and Procedures - continued
 
An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the CEO and CFO have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
 
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. This lack of segregation of duties leads management to conclude that the Company’s disclosure controls and procedures are not effective to give reasonable assurance that the information required to be disclosed in reports that the Company files under the Exchange Act is recorded, processed, summarized and reported as and when required.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Controls – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal controls over financial reporting were not effective as of May 31, 2018. As we grow, we are working on further improving our segregation of duties and level of supervision.
 
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to SEC rules adopted in conformity with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended May 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B
Other Information
 
None.
 
 
 
 
 
 
 
10
 
 
PART III
 
Item 10.
Directors, Executive Officers and Corporate Governance
 
The following table sets forth as of August 29, 2018, the name, age, and position of each executive officer and director and the term of office of each director of the Company.
 
Name
 
Age
 
Position Held
 
Term as Director or Officer Since
Donald Beckham
 
58
 
Director
 
March 1, 2011
Christopher E. Lindsey
 
52
 
General Counsel and Secretary
 
October 16, 2013
Michael H. Price
 
70
 
Independent Director
 
August 3, 2012
Mark See
 
57
 
Chief Executive Officer and Chairman
 
October 16, 2009
Bradley E. Sparks
 
71
 
Chief Financial Officer, Treasurer and Director
 
March 1, 2011
 
Each director of the Company serves for a term of three years and until his successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves at the pleasure of the Board of Directors for a term of one year and until his successor is elected at the Annual General Meeting of the Board of Directors.
 
Set forth below is certain biographical information regarding each of the Company's executive officers and directors.
 
DONALD BECKHAM has served as a director of the Company since March 1, 2011.  Since July 2015, he has been a Partner with Copestone Energy Partners, LLC. In 1993 he founded Beckham Resources, Inc. (“BRI”) which for the past 20 years has been a licensed, bonded and insured operator in good standing with the Railroad Commission of Texas. Through BRI, Mr. Beckham has drilled and operated fields for his own account. His expertise is in the acquisition, exploitation, exploration and production enhancement of mature oil and gas fields through which he has been able to enhance production by compressor optimization, pump design, work-over programs, stimulation techniques and identifying new pay zones. BRI has operated wells in the following fields: Hull, Liberty, Aransas Pass, McCampbell, Mission River, Garcitas Creek, Sour Lake, Batson, Barton Ranch and Dayton. Prior to BRI, Mr. Beckham was the chief operations manager for Houston Oil Fields Corporation (“HOFCO”) where he began his career. There he was responsible for drilling, production and field operations and managed approximately 100 people including engineers, geologists, land men, pumpers, and other contract personnel, as well as state and federal environmental and regulatory functions. He managed an annual capital budget of approximately $30 million and operated approximately 100 wells. HOFCO drilled about 20 wells per annum and performed approximately 30 recompletions and work over operations each year. HOFCO owned interests in about 10 key fields principally in Texas, and company-managed production was approximately 1,000 bpd of crude oil and 10 mm cfd of natural gas. Fields that he managed were as follows: Manvell, Cold Springs, Shepherd, Turtle Bay, Red Fish Bay, Dickinson, Refugio, Lost Lake, Liberty and Abbeville. Mr. Beckham is a petroleum engineer and 1984 graduate of Mississippi State University.
 
CHRISTOPHER E. LINDSEY has served as the General Counsel and Secretary of the Company since October 16, 2013. Prior to joining the Company, Mr. Lindsey served briefly as a partner in the Houston office of Liskow & Lewis, representing oil and gas clients. Prior to Liskow, in 2013 Mr. Lindsey was a partner at Gordon Arata McCollam Duplantis & Eagan LLC as an oil and gas partner in the Houston office. Before that Mr. Lindsey was an oil and gas partner in the Houston office of Burleson LLP from 2011 to 2012. From 2010 to 2011, Mr. Lindsey was in the legal department of Boxer Property Management Corporation. Prior to that Mr. Lindsey was a partner in the Greensboro, North Carolina office of Purrington Moody Weil LLP from 2001 to 2009. He has practiced law both in-house and at various firms for over 21 years, including in-house positions as general counsel of Mariner Energy, LLC from 1998 to 2000 and SalvageSale.com from 2000 to 2001. Mr. Lindsey began his career as an associate in the Houston office of Bracewell and Giuliani LLP from 1993 to 1998. Mr. Lindsey graduated from the University of Virginia with a BA in Economics in 1988, from the University of Texas School of Law with a JD in 1993 and from the University of Texas at Austin with an MBA in 2003.
 
MICHAEL H. PRICE, has over 40 years of senior financial and petroleum experience in the global oil and gas industry. He has been a principal in Octagon Energy Advisors, a Houston based energy investment advisory firm, from 2002 to the present. The firm advises financial institutions and institutional investors participating in energy investments. Since 2008, he has been a Managing Director at ING Capital which provides debt financing to domestic exploration and production companies. From 1998 through 2002, Mr. Price was the Chief Financial Officer of Forman Petroleum Corporation. Before that, Mr. Price was Managing Director at Chase Manhattan Bank for fifteen years, and was in charge of technical support for Chase’s worldwide energy merchant banking activities. In his early career, he worked as a consulting principal on domestic petroleum engineering and landowner matters, and gained extensive international experience working with major oil companies in a variety of operating positions. He holds a BS and MS from Illinois Institute of Technology, a MBA from the University of Chicago, a M.Sc. from the London School of Economics, and a MS in Petroleum Engineering from Tulane University.
 
 
 
 
 
11
 
 
Item 10.
Directors, Executive Officers and Corporate Governance - continued
 
MARK SEE has been the Chief Executive Officer and Chairman of the Board of Directors for the Company since October 16, 2009. He has over 25 years experience in tunneling, natural resources and the petroleum industries. He was the founder and founding CEO of Rock Well Petroleum, a private oil & gas company from January 2005 until December 2008 and worked from then until October of 2009 forming Laredo Oil. 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 Society of Mining Engineers and the Society of Petroleum Engineers.
 
BRADLEY E. SPARKS currently serves as the Chief Financial Officer and Treasurer and has been a director of the Company since March 1, 2011. Before joining Laredo Oil in October 2009, he was the Chief Executive Officer, President and a Director of Visualant, Inc. Prior to joining Visualant, he was the Chief Financial Officer of WatchGuard Technologies, Inc. from 2005-2006. Before joining WatchGuard, he was the founder and managing director of Sunburst Growth Ventures, LLC, a private investment firm specializing in emerging-growth companies. Previously, he founded Pointer Communications and served as Chief Financial Officer for several telecommunications and internet companies, including eSpire Communications, Inc., Digex, Inc., Omnipoint Corporation, and WAM!NET. He also served as Vice President and Treasurer of MCI Communications from 1988-1993 and as Vice President and Controller from 1993-1995. Before his tenure at MCI, Mr. Sparks held various financial management positions at Ryder System, Inc. Mr. Sparks currently serves on the Board of Directors of iCIMS and Comrise. Mr. Sparks graduated from the United States Military Academy at West Point in 1969 and is a former Army Captain in the Signal Corps. He has a Master of Science in Management degree from the Sloan School of Management at the Massachusetts Institute of Technology and is a licensed CPA (currently inactive) in Florida.
 
To the knowledge of management, except as noted below, during the past ten years, no present or former director, executive officer or person nominated to become a director or an executive officer of the Company:
 
(1)
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;  
(2)
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);  
(3)
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:  
 
(i)
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;
 
(ii)
engaging in any type of business practice; or
 
(iii)
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;
(4)
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;  
(5)
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;  
(6)
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;  
(7)
was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:  
 
(i)
Any federal or state securities or commodities law or regulation; or
 
(ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
 
(iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8)
was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 
12
 
 
Item 10.
Directors, Executive Officers and Corporate Governance - continued
 
In calendar year 2014, Mr. Beckham served as an executive officer of Mining Oil, Inc. which filed for bankruptcy in January 2015. Four months prior to that filing, Mr. Beckham had resigned his position due to policy differences with members of the management team.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
During the fiscal year ended May 31, 2018, the Company had no class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. Accordingly, no reports were required to be filed pursuant to Section 16(a) with respect to the Company's officers, directors, and beneficial holders of more than ten percent of any class of equity securities.
 
Code of Ethics
 
The Company’s Code of Ethics is attached by reference as Exhibit 14.1 to this Form 10-K and can be found on the Company’s web site at www.laredo-oil.com.
 
Item 11.
Executive Compensation
 
Compensation Summary for Executive Officers
 
The following table sets forth compensation paid or accrued by the Company for the last two years ended May 31, 2018 and 2017 with regard to individuals who served as the Principal Executive Officer and for executive officers receiving compensation in excess of $100,000 during these fiscal periods.
 
Name and Principal Position
Fiscal Year
 
Salary($)
 
 
Bonus($)
 
 
Option Awards($)
 
 
All Other Compensation($)
 
 
Total($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark See (1)
2018
  525,000 
  - 
  - 
  1,034 
  526,034 
Chief Executive Officer and Chairman of the Board
2017
  525,000 
  - 
  - 
  33,923 
  558,923 
 
 
 
    
    
    
    
Bradley E. Sparks (2)
2018
  415,000 
  - 
  - 
  1,250 
  416,250 
Chief Financial Officer, Treasurer and Director
2017
  415,000 
  - 
  - 
  - 
  415,000 
 
 
 
    
    
    
    
Christopher E. Lindsey (3)
2018
  321,192 
  6, 000 
  - 
 -
  327,192 
General Counsel and Secretary
2017
  314,310 
  - 
  - 
  5,737 
  320,047 
 
(1)
The salary amounts shown in fiscal year 2018 include $490,776 in cash payments and $35,258 of deferred compensation and in fiscal year 2017 include $461,954 in cash payments and $63,046 of deferred compensation. Other compensation includes untaken earned vacation days sold back to the Company in exchange for cash payments. As of May 31, 2018, Mr. See has cumulative deferred compensation of $142,966.
 
 
(2)
The amounts shown in 2018 include 2017 include $258,851 of salary paid in cash and $157,3999 in deferred compensation and in 2017 include $250,306 of salary paid in cash and $164,694 of deferred compensation. As of May 31, 2018, Mr. Sparks has cumulative deferred compensation of $818,972.
 
 
(3)
Other compensation for Mr. Lindsey includes untaken earned vacation days sold back to the Company for cash payments.
 
 
 
13
 
 
Item 11.
Executive Compensation - continued
 
Named Executive Officers Compensation and Termination of Employment Provisions
 
Pursuant to a letter agreement dated October 16, 2009 between the Company and Mr. See, the Company agreed to pay Mr. See an annual base salary of $240,000, and, after the Company is funded with a minimum of $7.5 million of capital, a base salary of $450,000 per year. The base salary has an automatic cost of living increase of 10% per year. He also is entitled to a monthly automobile allowance of $1,000, a monthly professional allowance of $1,000, and a monthly communication allowance of $500. We also granted to Mr. See 12,844,269 shares of our common stock. In October 2012, the Laredo Board of Directors voted to increase Mr. See’s salary to $450,000 per year as a result of the SORC Board of Directors both authorizing commencement of UGD development on the Company’s initial project with SORC and increasing the monthly management fee to fund the salary increase. When the Company receives insufficient funds under the MSA to pay the base salary, including automatic cost of living increases, the difference of his actual paid base salary rate and the contractual per year rate, calculated monthly, is treated as deferred compensation until such time as the Company has adequate operating funds to satisfy such obligation or until otherwise paid through the issuance of equity or debt securities of the Company as determined by the Compensation Committee. If Mr. See is terminated by us without “Cause” (as such term is defined in the letter agreement), we will pay severance to Mr. See equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the three-year period following the effective date of such termination. In addition, Mr. See will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of employment. Moreover, pursuant to a change in control severance agreement between us and Mr. See, if Mr. See is terminated by us within 12 months following a change in control of the Company without Cause (as such term is defined in the change in control agreement) or if Mr. See terminates his employment with us for “Good Reason” (as such term is defined in the change in control agreement), he will be entitled to receipt of 100% of bonuses earned and his annual base salary paid out on a pro rata basis over our regular payroll schedule until contract expiration. In addition, Mr. See will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of employment.
 
On October 14, 2014, the letter agreement dated October 16, 2009 between the Company and Mr. See was amended to set the salary amount at $495,000 per year and delete the automatic cost of living increase of 10% per year. In addition, the amendment modified the terms of the severance so that if Mr. See is terminated by us without “Cause” (as such term is defined in the letter agreement), we will pay severance to Mr. See equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the two-year period following the effective date of such termination, provided that if such termination occurs within 12 months after a Change of Control, such two-year period shall be increased to a three-year period. On March 1, 2016, the rate of cash salary compensation paid to Mr. See was reduced by 10% from $490,000 to $441,000 per year as part of an overall company salary reduction. Beginning January 1, 2017, the rate of annual cash salary compensation paid to Mr. See was increased by 3% from $441,000 to $454,230 per year. Beginning January 1, 2018, the rate of annual cash salary compensation paid to Mr. See was increased by 3% from $454,230 to $468,000 per year (which, together with previously approved allowances for Mr. See equaling $30,000, is an aggregate of $498,000 per year). Under his contract with Laredo and as of May 31, 2018, Mr. See has $142,966 of cumulative deferred compensation owed him which is the difference between his contract salary and the actual cash compensation he has received thereunder.
 
Pursuant to a letter agreement dated October 20, 2009 between the Company and Mr. Sparks, we agreed to pay Mr. Sparks an annual base salary of $180,000, and, after the Company is funded with a minimum of $7.5 million of capital, a base salary of $350,000 per year. The base salary has an automatic cost of living increase of 10% per year. He also is entitled to a monthly automobile allowance of $1,000, a monthly professional allowance of $1,000, and a monthly communication allowance of $500. We also granted to Mr. Sparks 2,824,857 shares of our common stock. In April 2013 the Laredo Board of Directors voted to increase Mr. Sparks’ salary to $350,000 per year with the effect of the SORC Board of Directors authorizing commencement of UGD development on the Company’s initial project with SORC. When the Company receives insufficient funds under the MSA to pay the base salary, including automatic cost of living increases, the difference of his actual paid base salary rate and the contractual per year rate, calculated monthly, is treated as deferred compensation until such time as the Company has adequate operating funds to satisfy such obligation or until otherwise paid through the issuance of equity or debt securities of the Company as determined by the Compensation Committee. If Mr. Sparks is terminated by us without “Cause” (as such term is defined in the letter agreement), we will pay severance to Mr. Sparks equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the three-year period following the effective date of such termination. In addition, Mr. Sparks will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of employment. Moreover, pursuant to a change in control severance agreement between us and Mr. Sparks, if Mr. Sparks is terminated by us within 12 months following a change in control of the Company without Cause (as such term is defined in the change in control agreement) or if Mr. Sparks terminates his employment with us for “Good Reason” (as such term is defined in the change in control agreement), he will be entitled to receipt of 100% of bonuses earned and his annual base salary paid out on a pro rata basis over our regular payroll schedule until contract expiration. In addition, Mr. Sparks will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of employment.
 
On October 14, 2014, the letter agreement dated October 20, 2009 between the Company and Mr. Sparks was amended to set the salary amount at $385,000 per year and delete the automatic cost of living increase of 10% per year. In addition, the amendment modified the terms of the severance so that if Mr. Sparks is terminated by us without “Cause” (as such term is defined in the letter agreement), we will pay severance to Mr. Sparks equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the two-year period following the effective date of such termination, provided that if such termination occurs within 12 months after a Change of Control, such two-year period shall be increased to a three-year period. On March 1, 2016, the rate of cash salary compensation paid to Mr. Sparks was reduced by 5% from $239,580 to $227,601 per year as part of an overall company salary reduction. Under his contract with Laredo and as of May 31, 2018, Mr. Sparks has $818,972 of cumulative deferred compensation owed him which is the difference between his contract salary and the actual cash compensation he has received thereunder.
 
14
 
 
Item 11.
Executive Compensation - continued
 
Pursuant to a letter agreement dated October 16, 2013 between the Company and Mr. Lindsey, we agreed to pay Mr. Lindsey an annual base salary of $300,000 per year. He also is entitled to a monthly professional allowance of $1,000. We also granted to Mr. Lindsey an option to purchase 800,000 shares of our common stock at a price of $0.36 per share in accordance with the Laredo Oil, Inc. 2011 Equity Incentive Plan. If Mr. Lindsey is terminated by us without “Cause” (as such term is defined in the letter agreement), we will pay severance to Mr. Lindsey equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the one-year period following the effective date of such termination. In addition, Mr. Lindsey will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of employment. In January 2015, the Laredo Board of Directors increased the annual base salary of Mr. Lindsey to $314,000 per year. Effective March 1, 2016, as part of an overall company salary reduction, the annual base salary for Mr. Lindsey was reduced 5% to $298,300. Beginning January 1, 2017, the rate of annual cash salary compensation paid to Mr. Lindsey was increased by 3% from $298,300 to $307,249 per year, and he received a one-time bonus of $6,000 in December 2017. Beginning January 1, 2018, the rate of annual cash salary compensation paid to Mr. Lindsey was increased from $307,249 to $311,000 per year (which, together with previously approved allowances for Mr. Lindsey equaling $12,000, is an aggregate of $323,000 per year).
 
Effective June 29, 2012, the Board approved the Laredo Management Retention Plan (the “Royalty Plan”) that outlines the terms and conditions under which employees of the Company are eligible to participate in the Incentive Royalty to be assigned to the Royalty Plan. In accordance with the terms of the Royalty Plan, a new special purposes entity was formed on July 3, 2012 as a Delaware limited liability company (the “Plan Entity”). On October 11, 2012, the Board (i) amended the Royalty Plan to, among other things, change the name of the Royalty Plan to “Laredo Royalty Incentive Plan”, (ii) appointed a Compensation Committee of the non-employee board members (the “Compensation Committee”) to administer the Royalty Plan and make awards thereunder, (iii) authorized the filing of an Amendment to the Certificate of Formation of the Plan Entity to change its name to “Laredo Royalty Incentive Plan, LLC”, (iv) adopted and approved an Assignment Agreement pursuant to which the Incentive Royalty was assigned to the Plan Entity in accordance with the Royalty Plan. Also, on October 11, 2012, the Compensation Committee made awards of Restricted Common Units of the Plan Entity (the “Plan Units”) pursuant to Award Agreements to certain of its employees. These Plan Units vest over a period of three years from grant, but are subject to accelerated vesting upon the commencement of production under the initial UGD project as provided in the award agreement. Ten thousand (10,000) Plan Units are authorized for issuance under the Royalty Plan, of which 7,000 Plan Units were issued and outstanding as of May 31, 2018.
 
Outstanding equity awards as of May 31, 2018:
 
(a)
Name and Principle Position
 
(b)
Number of Securities Underlying Unexercised Options Exercisable
 
 
(e)
Option Exercise Price($)
 
(f)
Option Expiration Date
Christopher E. Lindsey
General Counsel and Secretary
  800,000 
  0.36 
November 22, 2023
 
    
    
 
Bradley E. Sparks
CFO, Treasurer & Director
  1,500,000 
  2.00 
April 11, 2022
 
In February 2011, the Company approved the Laredo Oil, Inc. 2011 Equity Incentive Plan. The Equity Incentive Plan was filed with the Securities and Exchange Commission on Form S-8 on November 8, 2011 and was amended in December 2014 to increase the number of shares available for issuance thereunder to an aggregate of 15,000,000 shares.
 
Director Compensation
 
(a)
Name
 
(b)
Fees Earned or Paid in Cash($)
 
 
(c)
Stock Awards($)
 
 
(d)
Option Awards($)
 
 
(j)
Total($)
 
Donald Beckham
  50,000 
  - 
  - 
  50,000 
Michael H. Price
  50,000 
  - 
  - 
  50,000 
 
The compensation for each non-employee director is as follows: quarterly cash payment of $12,500 payable mid-quarter in arrears, 500,000 shares of restricted common stock vesting in three equal installments over three years, and all reasonable expenses associated with attendance at Board meetings. Five hundred thousand shares of the aforementioned restricted stock were granted in January 2012 to Mr. Beckham and were fully vested in January 2015. In August 2012, Mr. Price was granted 500,000 shares of restricted common stock vesting in three equal installments over three years and were fully vested in August 2015. On August 8, 2013, each non-employee director was awarded 50,000 restricted shares vesting in equal installments over three years. As of May 31, 2018, all 50,000 shares were vested for Messrs. Beckham and Price. Since they are executive officers, Messrs. See and Sparks receive no additional compensation for Board service.
 
On January 2, 2015, the Company granted options to purchase 1,100,000 common shares to Mr. Beckham with an exercise price of $0.38 per share, the fair market value on the date of grant. The options vest monthly over three years and expire on January 2, 2025. As of May 31, 2018, all 1,100,000 options had vested.
 
 
15
 
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management
 
The following table sets forth as of the date of the filing of this Form 10-K, the name and address and the number of shares of the Company's common stock, with a par value of $0.0001 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the issued and outstanding shares of the Company's common stock, and the name and shareholdings of each executive officer, director and of all officers and directors as a group.
 
Name and Address
of Beneficial
Owner
Nature of
Ownership(1)
 
Amount of Beneficial Ownership (1)
 
 
Percent of Class
 
Bedford Holdings, LLC (2)
44 Polo Drive
Big Horn, WY 82833
Direct
  12,829,269 
  23.5%
 
    
    
Darlington, LLC (2)
P.O. Box 723
Big Horn, WY 82833
Direct
  5,423,138 
  9.9%
 
    
    
Mark See (3)
110 N. Rubey Dr., Suite 120
Golden, Colorado 80403
Direct
  31,096,676 
  57.0%
 
    
    
Bradley E. Sparks (4)
110 N. Rubey Dr., Suite 120
Golden, Colorado 80403
Direct
  4,324,857 
  7.7%
 
    
    
Donald Beckham (5)
110 N. Rubey Dr., Suite 120
Golden, Colorado 80403
Direct
  1,650,000 
  3.0%
 
    
    
Christopher E. Lindsey
110 N. Rubey Dr., Suite 120
Golden, Colorado 80403
Direct
  800,000 
  1.4%
 
    
    
Michael H. Price
110 N. Rubey Dr., Suite 120
Golden, Colorado 80403
Direct
  550,000 
  1.0%
 
    
    
All Directors and Officers as a Group (5) persons)
Direct
  38,421,533 
  66.3%
 
(1)
All shares owned directly are owned beneficially and of record, and such shareholder has sole voting, investment and dispositive power, unless otherwise noted. Amounts of beneficial ownership include all options to purchase common stock expected to be vested 60 days after the filing date of this Form 10-K.
 
(2)
These shares are mutually owned by Mr. and Mrs. See, and Mr. See has a proxy from Mrs. See to vote the shares.
 
(3)
Includes 18,252,407 shares mutually owned by Mr. and Mrs. See, through Bedford Holdings, LLC and Darlington, LLC, as shown in the table above. These 18,252,407 shares are the only shares owned by relatives which are required to be included in the total number of shares owned by all directors and officers as a group (5 persons).
 
 
(4)
Includes fully vested options to purchase 1,500,000 shares of common stock at $2.00 per share.
 
 
(5)
Includes vested options to purchase 1,100,000 shares of common stock at $0.38 per share.
 
Securities authorized for issuance under equity compensation plans
 
The following table provides information as of May 31, 2018 concerning the issuance of equity securities with respect to compensation plans under which our equity securities are authorized for issuance.
 
 
 
16
 
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management - continued
 
Equity Compensation Plan Information
 
 
 
Plan category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
 
 
Weighted –average exercise price of outstanding options, warrants and rights ($) (b)
 
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
 
Equity compensation plans approved by security holders (1)
  4,754,000 
  0.89 
  8,620,000(2)
 
    
    
    
Equity compensation plans not approved by security holders (3)
  5,374,501 
  0.70 
  N/A 
 
    
    
    
Total
  10,128,501 
  0.79 
  8,620,000 
 
1) Effective November 6, 2011, the holders of a majority of the shares of Common Stock of Laredo Oil, Inc. (the “Company”) took action by written consent to approve the Company’s 2011 Equity Incentive Plan (the “Plan”). Stockholders then owning an aggregate of 31,096,676 shares, or 59.8% of the then issued and outstanding Common Stock of the Company, approved the matter. The Plan and corresponding agreements are exhibits to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 8, 2011. The Plan reserved 10,000,000 shares of common stock for issuance to eligible recipients. In December 2014, the holders of a majority of the shares of Common Stock of Laredo Oil, Inc. (the “Company”) took action by written consent to amend the Plan by reserving an additional 5,000,000 shares of common stock for issuance to eligible recipients. The Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission on December 19, 2014 regarding the additional shares.
 
2) During fiscal year 2012, we issued 500,000 restricted shares to each of our two non-employee directors for a total of one million shares. During fiscal year 2013, we issued 500,000 restricted shares to our third non-employee director. In fiscal year 2014, we issued to our non-employee directors 150,000 restricted shares of which 50,000 restricted shares were later forfeited. In total, a net 1,600,000 restricted shares have been issued to our non-employee directors under the Plan. Since restricted shares were issued to directors, they are not available for issuance under the Plan and thus reduce the number of securities remaining available in this column. In addition, we granted options to purchase 6,010,000 shares of common stock to employees and contractors during fiscal year 2012, none in fiscal year 2013, 2,990,000 in fiscal year 2014, 1,700,000 in fiscal year 2015, 925,000 in fiscal year 2016, none in fiscal year 2017 and none in fiscal year 2018. Also, during fiscal year 2014, options to purchase 600,000 shares of common stock previously granted to Mr. See were forfeited and subsequently granted to key contractors in the form of options to purchase shares of common stock. In April 2017, the remaining 900,000 options to purchase common stock held by Mr. See expired and were returned to the unissued option pool. In addition to the See options forfeited, 5,345,000 options to purchase shares of common stock have been forfeited by terminated employees and returned to the option pool for future grants as per the Plan. Since Plan inception, 26,000 common shares have been issued pursuant to option exercises and are not available for issuance under the Plan. The aforementioned restricted stock and options were issued under the 2011 Equity Incentive Plan, as amended (the “Amended Plan”) which has 15,000,000 shares of common stock reserved for issuance for directors, employees and contractors.
 
3) Associated with the Alleghany transaction, and as payment for arranging the transaction between the Company and SORC, Laredo agreed to issue Sunrise Securities Corporation warrants equal to 10% of the total issued and outstanding fully diluted number of shares of common stock of the Company. In September 2011, Laredo issued warrants to purchase 5,374,501 shares of common stock at an exercise price of $0.70 per share to two Sunrise Securities Corporation members to satisfy the finders’ fee obligation associated with the Alleghany transaction. The warrants will expire June 14, 2021.
 
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
Transactions with Management and Others
 
None
 
Director Independence.
 
Mr. Price is an “independent” director based on the definition of independence in the listing standards of NASDAQ Marketplace Rule 4200(a)(15).
 
 
 
 
17
 
 
Item 14.
Principal Accounting Fees and Services
 
(1) Audit Fees
 
The aggregate fees billed by the independent accountants for each of the last two fiscal years for professional services for the audit of the Company’s annual financial statements and the review of financial statements included in the Company’s Form 10-Q and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years were $72,424 for the fiscal year ended May 31, 2018 and $73,610 for the fiscal year ended May 31, 2017.
 
(2) Audit-Related Fees
 
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under paragraph (1) above was $0.
 
(3) Tax Fees
 
The aggregate fees billed in each of the last two fiscal years ending May 31, 2018 and 2017 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning was $7,100 and $5,750, respectively.
 
(4) All Other Fees
 
During the last two fiscal years ending May 31, 2018 and 2017, respectively there were $0 fees charged by the principal accountants other than those disclosed in (1) and (2) above.
 
(5) Audit Committee’s Pre-approval Policies and Procedures
 
The Audit Committee pre-approves the engagement with the independent auditor. It meets four times annually and reviews financial statements with the independent auditor. Additionally, the Audit Committee meets in executive session with the independent auditor at the conclusion of those meetings.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18
 
 
PART IV
 
Item 15.
Exhibits, Financial Statement Schedules
 
(a) (1)
Financial Statements. See Index to Financial Statements on page F-1.
 
(a) (2)
Financial Statement Schedules
 
The following financial statement schedules are included as part of this report:
 
None.
 
(a) (3)
Exhibits
 
The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto unless otherwise indicated as being incorporated herein by reference, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19
 
 
Item 15.
Exhibits, Financial Statement Schedules - continued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
LAREDO OIL, INC.
 
 
(the "Registrant")
 
 
 
 
 
 
Date: August 29, 2018
By:
/s/ MARK SEE
 
 
 
 
Mark See
 
 
 
 
Chief Executive Officer and Chairman of the Board
 
 
 
 
 
 
 
 
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Date: August 29, 2018
By:
/s/ MARK SEE
 
 
 
Mark See
 
 
 
Chief Executive Officer and Chairman of the Board
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
Date: August 29, 2018
By:
/s/ BRADLEY E. SPARKS
 
 
 
Bradley E. Sparks
 
 
 
Chief Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
 
 
 
 
Date: August 29, 2018
By:
/s/ DONALD BECKHAM
 
 
 
Donald Beckham
 
 
 
Director
 
 
 
 
 
 
 
 
 
 
 
Date: August 29, 2018
By:
/s/ MICHAEL H. PRICE
 
 
 
Michael H. Price
 
 
 
Director
 
 
 
 
 
 
 
 
21
 
LAREDO OIL, INC.
 
 
 
INDEX TO FINANCIAL STATEMENTS
 
 
 
Page
 
 
Report of Independent Registered Public Accounting Firm
F-2
 
 
Balance Sheets as of May 31, 2018 and 2017
F-3
 
 
Statements of Operations for the Years Ended May 31, 2018 and 2017
F-4
 
 
Statement of Stockholders' Deficit for the Years Ended May 31, 2018 and 2017
F-5
 
 
Statements of Cash Flows for the Years Ended May 31, 2018 and 2017
F-6
 
 
Notes to the Financial Statements
F-7
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-1
 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Stockholders
of Laredo Oil, Inc.
 
Opinion on the Financial Statements
 
We have audited the accompanying balance sheets of Laredo Oil, Inc. (the Company) as of May 31, 2018 and 2017, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended May 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2018 and 2017, and the results of its operations and cash flows for each of the two years in the period ended May 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
 
Going Concern
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has a history of operating losses and is dependent upon one customer for its revenue. These factors raise substantial doubt that the Company will be able to continue as a going concern. Management's plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis for Opinion
 
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion of the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits include performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
 
 
WEAVER AND TIDWELL, L.L.P.
 
We have served as Laredo Oil, Inc.'s auditor since 2011.
 
Austin, Texas
August 29, 2018
 
 
AN INDEPENDENT
MEMBER OF BAKER TILLY
INTERNATIONAL
 
WEAVER AND TIDWELL LLP
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
WWW.WEAVERLLP.COM
 
AUSTIN
1601 SO. MoPAC EXPRESSWAY,
SUITE D250, AUSTIN, TX 78746
P: (512) 609 1900 F: (512) 609 1911
 
 
F-2
 
 
 
Laredo Oil, Inc.
 
 
Balance Sheets
 
 
 
 
 
 
 
 
 
 
May 31,
 
 
May 31,
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
Cash and cash equivalents
 $106,311 
 $330,684 
Receivable – related party
  120,124 
  27,870 
Prepaid expenses and other current assets
  39,981 
  19,325 
Total Current Assets
  266,416 
  377,879 
 
    
    
TOTAL ASSETS
 $266,416 
 $377,879 
 
    
    
LIABILITIES AND STOCKHOLDERS’ DEFICIT
    
    
Current Liabilities
    
    
Accounts payable
 $9,360 
 $38,219 
Accrued payroll liabilities
  1,207,417 
  1,671,651 
Accrued liabilities – related party
  32,914 
  20,128 
Accrued interest
  190,272 
  159,339 
Deferred management fee revenue
  45,833 
  45,833 
Notes payable
  350,000 
  350,000 
Total Current Liabilities
  1,835,796 
  2,285,170 
 
    
    
TOTAL LIABILITIES
  1,835,796 
  2,285,170 
 
    
    
Commitments and Contingencies
  - 
  - 
 
    
    
Stockholders’ Deficit
    
    
Preferred stock: $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding
  - 
  - 
Common stock: $0.0001 par value; 90,000,000 shares authorized; 54,514,765 and 54,514,765 issued and outstanding, respectively
  5,451 
  5,451 
Additional paid in capital
  8,830,531 
  8,591,327 
Accumulated deficit
  (10,405,362)
  (10,504,069)
 
    
    
Total Stockholders’ Deficit
  (1,569,380)
  (1,907,291)
 
    
    
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 $266,416 
 $377,879 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
F-3
 
 
 
Laredo Oil, Inc.
 
 
Statements of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended
 
 
Year Ended
 
 
 
May 31, 2018
 
 
May 31, 2017
 
 
 
 
 
 
 
 
Management fee revenue
 $9,362,459 
 $9,823,386 
 
    
    
Direct costs
  8,749,147 
  10,101,432 
 
    
    
Gross profit (loss)
  613,312 
  (278,046)
 
    
    
General, selling and administrative expenses
  300,084 
  369,466 
Consulting and professional services
  195,225 
  286,568 
Total Operating Expense
  495,309 
  656,034 
 
    
    
Operating income/(loss)
  118,003 
  (934,080)
 
    
    
Non-operating income (expense)
  12,034 
 -
Interest expense
  (31,330)
  (30,382)
 
    
    
Net income/(loss)
 $98,707 
 $(964,462)
 
    
    
Net income/(loss) per share, basic and diluted
 $0.00 
 $(0.02)
 
    
    
Weighted average number of basic and diluted common shares outstanding
  54,514,765 
  54,514,765 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-4
 
 
Laredo Oil, Inc.
Statement of Stockholders' Deficit
For the Years Ended May 31, 2018 and 2017
 
 
 
 
Common Stock
 
 
Preferred Stock
 
 
Additional Paid
 
 
Accumulated
 
 
Total Stockholders’
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
In Capital
 
 
Deficit
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at May 31, 2016
  54,514,765 
 $5,451 
  - 
 $- 
 $8,188,199 
 $(9,539,607)
 $(1,345,957)
 
    
    
    
    
    
    
    
Vested restricted stock
  - 
  - 
  - 
  - 
  1,389 
  - 
  1,389 
 
    
    
    
    
    
    
    
Share based compensation
  - 
  - 
  - 
  - 
  401,739 
  - 
  401,739 
 
    
    
    
    
    
    
    
Net Loss
  - 
  - 
  - 
  - 
  - 
  (964,462)
  (964,462)
 
    
    
    
    
    
    
    
Balance at May 31, 2017
  54,514,765 
 $5,451 
  - 
  - 
 $8,591,327 
 $(10,504,069)
 $(1,907,291)
 
    
    
    
    
    
    
    
Share based compensation
  - 
  - 
  - 
  - 
  239,204 
  - 
  239,204 
 
    
    
    
    
    
    
    
Net Income
  - 
  - 
  - 
  - 
  - 
  98,707 
  98,707 
 
    
    
    
    
    
    
    
Balance at May 31, 2018
  54,514,765 
 $5,451 
  - 
 $- 
 $8,830,531 
 $(10,405,362)
 $(1,569,380)
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-5
 
 
Laredo Oil, Inc.
Statements of Cash Flows
 
 
 
Year Ended
 
 
Year Ended
 
 
 
May 31, 2018
 
 
May 31, 2017
 
 
 
 
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
Net income/(loss)
 $98,707 
 $(964,462)
Adjustments to Reconcile Net Income/(Loss) to Net Cash Used in Operating Activities:
    
    
Stock issued for services
  - 
  1,389 
Share based compensation
  239,204 
  401,739 
(Increase)/decrease in receivable – related party
  (92,254)
  2,822 
(Decrease)/Increase in accounts payable and accrued liabilities
 (449,374)
 498,983 
Increase in prepaid expenses and other current assets
  (20,656)
  (3,724)
 
    
    
NET CASH USED IN OPERATING ACTIVITIES
  (224,373)
  (63,253)
 
    
    
CASH FLOWS FROM INVESTING ACTIVITIES
  - 
  - 
 
    
    
CASH FLOWS FROM FINANCING ACTIVITIES
  - 
  - 
 
    
    
Net decrease in cash and cash equivalents
  (224,373)
  (63,253)
 
    
    
Cash and cash equivalents at beginning of period
  330,684 
  393,937 
 
    
    
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 $106,311 
 $330,684 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
F-6
 
 
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
 
The accompanying financial statements have been prepared by management of Laredo Oil, Inc. (“the Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the years ended May 31, 2018 and 2017 presented have been made.
 
The Company was incorporated under the laws of the State of Delaware on March 31, 2008 under the name of “Laredo Mining, Inc.” with authorized common stock of 90,000,000 shares at $0.0001 par value and authorized preferred stock of 10,000,000 shares at $0.0001 par value. On October 21, 2009 the name was changed to “Laredo Oil, Inc.”
 
The Company is a management services company managing the acquisition and conventional operation of mature oil fields and the further recovery of stranded oil from those fields using enhanced oil recovery (“EOR”) methods for its sole customer, Stranded Oil Resources Corporation (“SORC”), an indirect, wholly owned subsidiary of Alleghany Corporation (“Alleghany”).
 
From its inception through October 2009, the Company was primarily engaged in acquisition and exploration efforts for mineral properties. After a change in control in October 2009, the Company shifted its focus to locating mature oil fields with the intention of acquiring those oil fields and recovering stranded oil using enhanced oil recovery methods. The Company was unable to raise the capital required to purchase any suitable oil fields.
 
On June 14, 2011, the Company entered into agreements with Stranded Oil Resources Corporation (“SORC”) to seek recovery of stranded crude oil from mature, declining oil fields by using the Enhanced Oil Recovery (“EOR”) method known as Underground Gravity Drainage (“UGD”). Such agreements include license agreements, management services agreements, and other agreements (collectively the “Agreements”). SORC is a subsidiary of Alleghany Capital Corporation (“Alleghany Capital”) which is a subsidiary of Alleghany Corporation (“Alleghany”).
 
The Agreements stipulate that the Company and Mark See, the Company’s Chairman and Chief Executive Officer (“CEO”), will provide to SORC, management services and expertise through exclusive, perpetual license agreements and a management services agreement (the “Management Service Agreement”) with SORC. As consideration for the licenses to SORC, the Company will receive an interest in SORC’s net profits as defined in the Agreements (the “Royalty”). The Management Service Agreement (“MSA”) outlines that the Company will provide the services of various employees (“Service Employees”), including Mark See, in exchange for monthly and quarterly management service fees. The monthly management service fees provide funding for the salaries, benefit costs, and FICA taxes for the Service Employees identified in the MSA. SORC remits payment for the monthly management fees in advance and is payable on the first day of each calendar month. The quarterly management fee is $137,500 and is paid on the first day of each calendar quarter, and, as such, $45,833 has been recorded as deferred management fee revenue at May 31, 2018. In addition, SORC will reimburse the Company for monthly expenses incurred by the Service Employees in connection with their rendition of services under the MSA. The Company may submit written requests to SORC for additional funding for payment of the Company’s operating costs and expenses, which SORC, in its sole and absolute discretion, will determine whether or not to fund. As of the filing date, no such additional funding requests have been made.
 
As consideration for the licenses to SORC, the Company will receive a 19.49% interest in SORC net profits as defined in the SORC License Agreement (the “SORC License Agreement”). Under the SORC License Agreement, the Company agreed that a portion of the Royalty equal to at least 2.25% of the net profits (“Incentive Royalty”) be used to fund a long-term incentive plan for the benefit of its employees, as determined by the Company’s board of directors. On October 11, 2012, the Laredo Royalty Incentive Plan (the “Plan”) was approved and adopted by the Board and the Incentive Royalty was assigned by the Company to Laredo Royalty Incentive Plan, LLC, a special purpose Delaware limited liability company and wholly owned subsidiary of Laredo Oil, Inc. formed to carry out the purposes of the Plan (the “Plan Entity”). Through May 31, 2018 the subsidiary has received no distributions from SORC. As a result of the assignment of the Incentive Royalty to the Plan Entity, the Royalty retained by the Company has been reduced from 19.49% to 17.24% subject to reduction to 15% under certain events stipulated in the SORC License Agreement. Additionally, in the event of a SORC initial public offering or certain other defined corporate events, the Company will receive 17.24%, subject to reduction to 15% under the SORC License Agreement, of the SORC common equity or proceeds emanating from the event in exchange for termination of the Royalty. Under certain circumstances regarding termination of exclusivity and license terminations, the Royalty could be reduced to 7.25%. If any Incentive Royalty is funded as a result of those conditions being met, the Company may record compensation expense for the fair value of the Incentive Royalty, once all pertinent factors are known and considered probable.
 
Basic and Diluted Loss per Share
 
The Company’s basic earnings per share (“EPS”) amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. For the years ended May 31, 2018 and 2017, all options and warrants potentially convertible into common equivalent shares are considered antidilutive and have been excluded in the calculation of diluted earnings per share.
 
 
 
F-7
 
 
NOTE 2 – GOING CONCERN
 
These financial statements have been prepared on a going concern basis. The Company has a history of operating losses and is dependent on one customer for its revenue. The Company entered into the Agreements with SORC to fund operations and to provide working capital. However, there is no assurance that in the future such financing will be available to meet the Company’s needs.
 
Management has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) providing services and expertise under the Agreements to expand operations; and (b) controlling overhead and expenses. In that regard, the Company has worked to attract and retain key personnel with significant experience in the industry to enhance the quality and breadth of the services it provides. At the same time, in an effort to control costs, the Company has required a number of its personnel to multi-task and cover a wider range of responsibilities in an effort to restrict the growth of the Company’s headcount at a time of expanding demand for its services under the Management Services Agreement. Further, the Company works closely with SORC to obtain its approval in advance of committing to material costs and expenditures in order to keep the Company’s expenses in line with the management fee revenue. There can be no assurance that the Company can successfully accomplish these steps and it is uncertain that the Company will achieve a profitable level of operations and obtain additional financing. There can be no assurance that any additional financing will be available to the Company on satisfactory terms and conditions, if at all.
 
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
USE OF ESTIMATES
 
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.
 
REVENUE RECOGNITION
 
Revenue is recognized from services when it is realized or realizable and earned. Management fee revenue is considered realized and earned when persuasive evidence of an arrangement exists, the service has been performed, the sales price is fixed and determinable, no significant unfulfilled obligation exists, and collection is reasonably assured.
 
CASH AND CASH EQUIVALENTS
 
All highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of May 31, 2018 and 2017. At times, the Company maintains cash balances deposited at its financial institution that exceed FDIC insured limits.
 
RECEIVABLE – RELATED PARTY
 
Receivable – related party balances arise from employee expense reports and estimated monthly license fees incurred in accordance with the Company’s revenue recognition policy, but not paid at period end.
 
PREPAID EXPENSES AND OTHER CURRENT ASSETS
 
The Company financed directors’ and officers’ insurance and is amortizing the expense over the 12-month contract life.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company's financial instruments as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825-10-50, Financial Instruments, include cash, trade accounts receivable, accounts payable, accrued liabilities and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at May 31, 2018.
 
Based on the borrowing rates currently available to the Company for loans with similar terms and average maturities, the fair value of notes payable approximate their carrying value.
 
 
F-8
 
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
FASB ASC 820, Fair Value Measurements (“FASB ASC 820”), defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. FASB ASC 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.
 
The three level fair value hierarchies for disclosure of fair value measurements defined by FASB ASC 820 are as follows:
 
Level 1 – Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
 
Level 2 – Inputs, other than quoted prices in active markets, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
 
Level 3 – Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under level 3 generally involves a significant degree of judgment from management.
 
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
 
As of May 31, 2018 and 2017, there are no remaining assets measured at fair value on a recurring basis.
 
EMPLOYEE SEPARATIONS
 
The Company establishes obligations for expected termination benefits provided under existing agreements with a former or inactive employee after employment but before retirement. These benefits generally include severance payments and medical continuation coverage. As of May 31, 2018 and 2017, the Company had a severance accrual of approximately $24,000 and $269,000 included in accrued payroll liabilities. During the year ended May 31, 2017, the Company recorded direct costs for termination benefit expense totaling approximately $291,000.
 
SHARE BASED EXPENSES
 
FASB ASC 718, Compensation - Stock Compensation prescribes accounting and reporting standards for all stock-based payment awards to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. Stock-based payment awards may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
 
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
 
INCOME TAXES
 
The Company accounts for income taxes by the asset and liability method in accordance with FASB ASC 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.
 
In addition, the Company utilizes the 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.
 
 
F-9
 
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 
 
RECLASSIFICATIONS
 
Certain amounts in the prior period presentation have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income.
 
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods), which would be the Company’s fiscal year ending May 31, 2019. Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company will adopt ASU 2014-09 beginning June 1, 2018 using the full retrospective implementation. The adoption of this guidance is not expected to have a material effect on the Company’s financial position, result of operations or cash flows.
 
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ", which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods beginning after December 15, 2016 and interim periods thereafter. The Company has adopted this new guidance for fiscal year 2018. The adoption of ASU 2014-15 did not have a material effect on the Company’s results of operations, cash flows or financial position.
 
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” (“ASU 2015-17”), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. ASU 2015-17 simplifies the current guidance in ASC 740, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. The Company has adopted the new guidance for fiscal year 2018. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations or cash flows.
 
In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The updated guidance enhances the reporting model for financial instruments and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and the separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. The guidance is effective for annual and interim reporting periods beginning after December 15, 2017, which would be the Company’s fiscal year ending May 31, 2019. The Company expects that this guidance will not have a material effect on its financial statements. 
 
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, which would be the Company’s fiscal year ending May 31, 2020. The Company does not expect the adoption of ASU 2016-09 to have a material effect on its business, its financial position, results of operations or cash flows.
 
In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, that changes several aspects of accounting for share-based payment transactions. The amended guidance requires all excess tax benefits and tax deficiencies to be recognized in the income statement rather than additional paid-in capital. In addition, such excess tax benefits or tax deficiencies will no longer be classified on the Statement of Cash Flows as a financing activity, with prospective application required. Additionally, the guidance clarifies the classification of employee taxes paid when an employer withholds shares for tax-withholding purposes on the Statement of Cash Flows as a financing activity, with retrospective application required. The new guidance also provides an accounting policy election to account for forfeitures as they occur, with a modified retrospective application required. This standard is effective for the Company beginning in the first quarter of fiscal year ending May 31, 2018. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations or cash flows.
 
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”, which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, which would be the Company’s fiscal year ending May 31, 2019. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its business, its financial position, results of operations or cash flows.  
 
 
F-10
 
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 
 
In May 2017, FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, which would be the Company’s fiscal year ending May 31, 2019. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. While the Company does not expect the adoption of ASU 2017-09 to have a material effect on its business, the Company is still evaluating any potential impact that adoption of ASU 2017-09 may have on its financial position, results of operations or cash flows.
 
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, which would be the Company’s fiscal year ending May 31, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. While the Company does not expect the adoption of ASU 2017-11 to have a material effect on its business, the Company is still evaluating any potential impact that adoption of ASU 2017-11 may have on its financial position, results of operations or cash flows.
 
Management does not believe that any other recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
 
NOTE 4 – EARNINGS/(LOSS) PER SHARE
 
Basic and diluted earnings/(loss) per share is computed by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings/(loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings/(loss) per share excludes all potential common shares if their effect is anti-dilutive. As of May 31, 2018 and 2017, warrants to purchase 5,374,501 shares of common stock, and options to purchase 4,754,000 and 7,854,000 shares of common stock, respectively, were not included in the computation of diluted earnings/(loss) per share because they were anti-dilutive.
 
 
 
For the Year Ended
 
 
 
May 31,
 
 
 
2018
 
 
2017
 
Numerator - net income/(loss) attributable to
 
 
 
 
 
 
common stockholders
 $98,707 
 $(964,462)
 
    
    
Denominator - weighted average
    
    
number of common shares outstanding
  54,514,765 
  54,514,765 
 
    
    
Basic and diluted earnings/(loss)
    
    
per common share
 $0.00 
 $(0.02)
 
NOTE 5 - RELATED PARTY TRANSACTIONS
 
Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. FASB ASC 850, Related Party Disclosures (“FASB ASC 850”) requires that transactions with related parties that would make a difference in decision making shall be disclosed so that users of the financial statements can evaluate their significance. Related party transactions typically occur within the context of the following relationships:
 
 
 
F-11
 
 
NOTE 5 - RELATED PARTY TRANSACTIONS - continued
 
Affiliates of the entity;
Entities for which investments in their equity securities is typically accounted for under the equity method by the investing entity;
Trusts for the benefit of employees;
Principal owners of the entity and members of their immediate families;
Management of the entity and members of their immediate families.
 
Other parties that can significantly influence the management or operating policies of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
 
SORC and Alleghany are considered related parties under FASB ASC 850. All management fee revenue reported by the Company for the years ended May 31, 2018 and 2017 is generated from charges to SORC. The Company also recorded an approximate $120,000 and $28,000 receivable from SORC as of May 31, 2018 and 2017, respectively, for employee expense reports and estimated monthly license fees presented in receivable – related party on the balance sheet and $33,000 and $20,000 payable to SORC for payroll liabilities as of May 31, 2018 and 2017, respectively, covered by SORC pursuant to the management services agreements. All outstanding notes payable and related accrued interest at May 31, 2018 and 2017, respectively, are held by Alleghany. See Note 7.
 
NOTE 6 - STOCKHOLDERS' DEFICIT
 
Share Based Compensation
 
Effective November 6, 2011, the holders of a majority of the shares of common stock approved the Plan to reserve 10,000,000 shares of common stock for issuance to eligible recipients. Effective December 2014, an additional 5,000,000 shares of common stock were reserved for issuance to eligible recipients under the Plan. Shares under the plan can be issued in the form of options, restricted stock, and other forms of equity securities. The Company’s board of directors has the discretion to set the amount and vesting period of award grants. As of May 31, 2018, 8,620,000 shares remain available for issuance under the Plan.
 
The Black-Scholes option pricing model is used to estimate the fair value of options granted under our stock incentive plan.
 
The following table summarizes share-based compensation:
 
 
 
Year Ended
 
 
 
May 31, 2018
 
 
May 31, 2017
 
Share-based compensation:
 
 
 
 
 
 
General, selling and administrative expenses
 $239,204 
 $312,521 
Consulting and professional services
  - 
  90,607 
 
 $239,204 
 $403,128 
Share-based compensation by type of award:
    
    
Stock options
  239,204 
  401,739 
Restricted stock
  - 
  1,389 
 
 $239,204 
 $403,128 
 
Stock Options
 
For the years ended May 31, 2018 and May 31, 2017, respectively, $239,204 (for 618,061 vested shares) and $401,739 (for 1,128,475 vested shares) was recognized as expense related to the stock options. As of May 31, 2018, $14,062 of expense was not recognized for 35,415 unvested shares with a weighted average vesting period of 0.25 years. As of May 31, 2017, $264,845 of expense was not recognized for 653,476 unvested shares with a weighted average vesting period of 0.8 years.
 
 
 
 
 
 
 
 
F-12
 
 
NOTE 6 - STOCKHOLDERS' DEFICIT - continued
 
The following table summarizes information about options granted during the years ended May 31, 2018 and 2017:
 
 
 
Number of Shares
 
 
Weighted Average Exercise Price
 
 
 
 
 
 
 
 
Balance, May 31, 2016
  10,509,000 
 $0.68 
Options granted and assumed
  - 
  - 
Options expired
  (900,000)
  (2.00)
Options cancelled, forfeited
  (1,755,000)
  (0.25)
Options exercised
  - 
  - 
 
    
    
Balance, May 31, 2017
  7,854,000 
 $0.63 
Options granted and assumed
  - 
  - 
Options expired
  - 
  - 
Options cancelled, forfeited
  (3,100,000)
  (0.24)
Options exercised
  - 
  - 
 
    
    
Balance, May 31, 2018
  4,754,000 
 $0.89 
 
All stock options are exercisable upon vesting.
 
As of May 31, 2018 and 2017, 4,754,000 and 7,854,000 options are outstanding at a weighted average exercise price of $0.89 and $0.63, respectively.
 
Restricted Stock
 
During fiscal years ending May 31, 2018 and 2017, no restricted stock has been granted. The Company granted 1.6 million shares of restricted stock during fiscal year 2014. As of May 31, 2018, all of the granted shares have vested. The Company recognized $0 and $1,389 in expense for the years ended May 31, 2018 and 2017, respectively.
 
Warrants
 
As of May 31, 2018, there were 5,374,501 warrants remaining to be exercised at a price of $0.70 per share to Sunrise Securities Corporation to satisfy the finders’ fee obligation associated with the Alleghany transaction. The warrants will expire June 14, 2021.
 
No warrants have been granted, exercised or cancelled during the years ended May 31, 2018 and 2017.
All warrants are exercisable as of May 31, 2018.
 
NOTE 7 – NOTES PAYABLE
 
During the fiscal year ended May 31, 2011, the Company entered into two Loan Agreements with Alleghany for a combined available borrowing limit of $350,000. The notes accrue interest on the outstanding principal of $350,000 at the rate of 6% per annum. As of May 31, 2018 and 2017, accrued interest totaling $190,272 and $159,339, respectively, is recorded in current liabilities. The interest is payable in either cash or in kind. The notes have been amended and restated and now have a maturity date of December 31, 2018 and are classified as short-term notes payable as of May 31, 2018. The loan agreements require any stock issuances for cash be utilized to pay down the outstanding loan balance unless written consent is obtained from Alleghany.
 
 
 
F-13
 
 
NOTE 8 - PROVISION FOR INCOME TAXES
 
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Per the authoritative literature when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
 
The Company has not taken any tax positions that, if challenged, would have a material effect on the financial statements for the twelve-months ended May 31, 2018 and 2017. The Company’s tax returns for the fiscal years ended May 31 of 2011 to 2017 remain subject to examination by the tax authorities.
 
The components of the Company's deferred tax asset as of May 31, 2018 and 2017 are as follows:
 
 
 
2018
 
 
2017
 
Net operating loss
 $318,890 
 $458,557 
Other
  524,616 
  968,581 
Valuation allowance
  (843,506)
  (1,427,138)
Net deferred tax asset
 $- 
 $- 
 
A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:
 
 
 
2018
 
 
2017
 
Tax at statutory rate (21% and 34%, respectively)
 $(20,728)
 $327,917 
Effect of non-deductible permanent differences
  (21,460)
  (59,647)
Effect of change in statutory tax rate
  (522,170)
  - 
Other
  (19,274)
  50,983 
Increase/(decrease) in valuation allowance
  583,632 
  (319,253)
Net deferred tax asset
 $- 
 $- 
 
The net federal operating loss carry forward will expire between 2028 and 2037. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
 
NOTE 9 – OFFICE LEASES
 
No office leases currently extend beyond one year. Rent expense amounted to $0 and $1,539 for the years ending May 31, 2018 and 2017, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
F-14
EX-31.1 2 exhibit_31-1.htm CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A). Blueprint
 
EXHIBIT 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
 
I, Mark See, Chief Executive Officer of Laredo Oil, Inc., certify that:
 
1.
I have reviewed this annual report on Form 10-K for the year ended May 31, 2018 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.
 
Date: August 29, 2018
 
/s/ Mark See 

Mark See
Chief Executive Officer
 
 
 
EX-31.2 3 exhibit_31-2.htm CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A).CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A). Blueprint
 
EXHIBIT 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
 
I, Bradley E. Sparks, Chief Financial Officer and Treasurer of Laredo Oil, Inc., certify that:
 
1.
I have reviewed this annual report on Form 10-K for the year ended May 31, 2018 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.
 
Date: August 29, 2018
 
 /s/ Bradley E. Sparks

Bradley E. Sparks
Chief Financial Officer and Treasurer
 
 
EX-32.1 4 exhibit_32-1.htm 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. Blueprint
 
EXHIBIT 32.1
 
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Annual Report of Laredo Oil, Inc. on Form 10-K for the year ended May 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark See, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
 
 
(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.
 
 
 
/s/ Mark See

Mark See
Chief Executive Officer
 
Date: August 29, 2018
 
 
EX-32.2 5 exhibit_32-2.htm 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. Blueprint
 
EXHIBIT 32.2
 
 
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Annual Report of Laredo Oil, Inc. on Form 10-K for the year ended May 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bradley E. Sparks, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
 
 
(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.
 
 
 
/s/ Bradley E. Sparks

Bradley E. Sparks
Chief Financial Officer and Treasurer
 
 
Date: August 29, 2018
 
 
 
 
 
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(&#8220;the Company&#8221;). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the years ended May 31, 2018 and 2017 presented have been made.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company was incorporated under the laws of the State of Delaware on March 31, 2008 under the name of &#8220;Laredo Mining, Inc.&#8221; with authorized common stock of 90,000,000 shares at $0.0001 par value and authorized preferred stock of 10,000,000 shares at $0.0001 par value. 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After a change in control in October 2009, the Company shifted its focus to locating mature oil fields with the intention of acquiring those oil fields and recovering stranded oil using enhanced oil recovery methods. The Company was unable to raise the capital required to purchase any suitable oil fields.</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 14, 2011, the Company entered into agreements with Stranded Oil Resources Corporation (&#8220;SORC&#8221;) to seek recovery of stranded crude oil from mature, declining oil fields by using the Enhanced Oil Recovery (&#8220;EOR&#8221;) method known as Underground Gravity Drainage (&#8220;UGD&#8221;). Such agreements include license agreements, management services agreements, and other agreements (collectively the &#8220;Agreements&#8221;). SORC is a subsidiary of Alleghany Capital Corporation (&#8220;Alleghany Capital&#8221;) which is a subsidiary of Alleghany Corporation (&#8220;Alleghany&#8221;).</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Agreements stipulate that the Company and Mark See, the Company&#8217;s Chairman and Chief Executive Officer (&#8220;CEO&#8221;), will provide to SORC, management services and expertise through exclusive, perpetual license agreements and a management services agreement (the &#8220;Management Service Agreement&#8221;) with SORC. As consideration for the licenses to SORC, the Company will receive an interest in SORC&#8217;s net profits as defined in the Agreements (the &#8220;Royalty&#8221;). 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