U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
-------------
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 No. 0-27959
-------
LAREDO INVESTMENT CORP.
-----------------------
(Exact name of registrant as specified in its charter)
Nevada 77-0517964
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Suite 1450, 1075 West Georgia Street
Vancouver, BC, Canada V6B 3C9
-----------------------------
(Address of principal executive offices)
(604) 460-8440
--------------------------------------------------
(Registrant's telephone number, including area code)
------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check whether the Issuer (1) 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 X No
--- ---
Transitional small business disclosure format
Yes No X
--- ---
As of August 14, 2000, there were 29,000,000 shares of common stock,
par value $.001 per share of the registrant issued and outstanding.
LAREDO INVESTMENT CORP.
Quarterly Report on Form 10-QSB
Table of Contents
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements 2
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis 13
PART II OTHER INFORMATION 15
Item 6. Exhibits
SIGNATURES
INDEX TO EXHIBITS
LAREDO INVESTMENT CORP.
BALANCE SHEETS
June 30, December 31,
2000 1999
----------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ - $ -
Receivables 396,445 192,339
Inventory 265,528 140,020
Prepaid expense 5,973 857
----------------- -----------------
Total Current Assets 667,946 333,216
----------------- -----------------
Property and equipment:
Manufacturing Equipment 426,801 206,998
Office Equipment 14,576 10,934
Furniture & Fixtures 2,387 1,245
Vehicles 5,026 5,026
Leasehold improvements 3,521 3,521
----------------- -----------------
452,311 227,724
Less accumulated depreciation (48,000) (28,924)
----------------- -----------------
404,311 198,800
----------------- -----------------
Total Assets $ 1,072,257 $ 532,016
================= =================
2
LAREDO INVESTMENT CORP.
BALANCE SHEETS
(Continued)
June 30, December 31,
2000 1999
--------------- ---------------
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities $ 445,758 $ 267,393
Short-term notes payable 434,881 33,346
Related party loans 65,758 63,481
Current portion long-term debt 20,200 20,479
--------------- ---------------
Total Current Liabilities 966,597 384,699
--------------- ---------------
Long-term debt 107,940 120,600
--------------- ---------------
Total Liabilities 1,074,537 505,299
--------------- ---------------
STOCKHOLDERS EQUITY
Common Stock - $0.001 par value.
100,000,000 shares authorized.
15,000,000 issued and outstanding. 15,000 15,000
Common Stock to be issued 14,000,000 shares 14,000 14,000
Additional paid-in capital - -
Currency translation adjustment (362) 1,349
Retained deficit (30,918) (3,632)
--------------- ---------------
Total Stockholders' Equity (2,280) 26,717
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,072,257 $ 532,016
=============== ===============
See accompanying notes and accountants' report.
3
LAREDO INVESTMENT CORP.
STATEMENTS OF OPERATIONS
For the three months ended For the six months ended
June 30, June 30,
------------------------------------- --------------------------------------
2000 1999 2000 1999
----------------- ----------------- ------------------ ------------------
Revenues $ 440,407 $ 359,610 $ 1,011,546 $ 818,029
Cost of Revenues 317,825 227,844 722,191 562,793
----------------- ----------------- ------------------ ------------------
Gross Margin 122,582 131,766 289,355 255,236
Expenses
Selling & Marketing 7,138 7,111 18,441 7,139
General & Administrative 150,958 71,932 246,608 157,867
----------------- ----------------- ------------------ ------------------
158,096 79,043 265,049 165,006
----------------- ----------------- ------------------ ------------------
Net Loss from Operations (35,514) 52,723 24,306 90,230
----------------- ----------------- ------------------ ------------------
Other Income (Expense)
Interest, Net (16,284) (521) (25,927) (4,653)
Currency Exchange, Net (25,665) - (25,665) -
----------------- ----------------- ------------------ ------------------
Net Loss Before Income Taxes (77,463) 52,202 (27,286) 85,577
Income Tax Expense 7,527 (2,623) - (7,629)
----------------- ----------------- ------------------ ------------------
Net Loss $ (69,936) $ 49,579 $ (27,286) $ 77,948
================= ================= ================== ==================
Basic and Diluted Loss Per
Common Share $ - $ - $ - $ -
================= ================= ================== ==================
Weighted Average Number of
Common Shares 29,000,000 25,000,000 29,000,000 25,000,000
================= ================= ================== ==================
See accompanying notes and accountants' report.
4
LAREDO INVESTMENT CORP.
STATEMENTS OF CASH FLOWS
For the six months ended
June 30,
--------------------------------------
2000 1999
------------------ ------------------
Cash Flows From Operating Activities
Net loss for the period $ (27,286) $ 77,948
Adjustments to reconcile net loss to net cash
Provided by operating activities
Currency translation adjustment (1,711) -
Depreciation and Amortization 19,076 11,283
Decrease (Increase) in Receivables (204,106) (95,555)
Decrease (Increase) in inventory (125,508) 90,410
Decrease (Increase) in prepaid expense (5,116) -
Increase (Decrease) in accounts payable & accrued liabilities 195,899 (57,706)
------------------ ------------------
Net Cash Provided by (Used in) Operating Activities (148,752) 26,380
------------------ ------------------
Cash Flows From Investing Activities
Purchase of property and equipment (224,587) (6,016)
------------------ ------------------
Net Cash Provided by Investing Activities (224,587) (6,016)
------------------ ------------------
Cash Flows From Financing Activities
Payments on short-term notes payable (26,497) (13,520)
Proceeds from short-term notes payable 414,175 -
Principle payment on long-term debt (14,339) (6,844)
------------------ ------------------
Net Cash Provided by Financing Activities 373,339 (20,364)
------------------ ------------------
Increase (Decrease) in Cash - -
Cash at beginning of period - -
------------------ ------------------
Cash at End of Period $ - $ -
================== ==================
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid during the period $ 3,909 $ 4,653
================== ==================
Income taxes paid during the period $ - $ -
================== ==================
Supplemental Disclosure of Non-cash Investing
and Financing Activities: None
See accompanying notes and accountants' report.
5
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Laredo Investment Corp. ( the
"Company") is presented to assist in understanding the Company's financial
statements. The accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
The unaudited financial statements as of June 30, 2000 and for the three
months then ended reflect, in the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on
December 18, 1996. The Company ceased all operating activities during the period
from December 18, 1996 to July 9, 1999 and was considered dormant. On July 9,
1999, the Company obtained a Certificate of renewal from the State of Nevada.
From July 9, 1999 to January 21, 2000, the Company was in the development stage.
On January 21, 2000, the Company entered into an Acquisition Agreement with
GFR Nutritionals, Ltd., a British Columbia corporation, (GFR), Richard Pierce
and Lucretia Schanfarber (the GFR Majority Shareholders) to acquire their shares
representing 100% of the outstanding common stock of GFR in exchange for
19,000,000 newly issued shares of the Company's restricted common stock. The
transaction has been recorded as a reverse merger.
Nature of Business
The Company specializes in formulating, blending, encapsulating and packing
nutritional products. The Company's operations are located in the province of
British Columbia, Canada.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
6
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Inventories
Raw materials inventory is stated at a lower of weighted average cost and
replacement value. Inventories of work in progress is stated at the lower of
weighted average cost and net realizable value.
Depreciation
Fixed assets are stated at cost. Depreciation and amortization is
calculated on a straight-line basis over the estimated useful lives of the
assets as follows:
Asset Rate
--------------------------------- -----------------
Manufacturing equipment 10 years
Furniture and fixtures 5 years
Office equipment 5 years
Leasehold improvements Term of lease
Automobile 3 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
The Company has adopted the Financial Accounting Standards Board SFAS No.,
121, "Accounting for the Impairment of Long-lived Assets." SFAS No. 121
addresses the accounting for (i) impairment of long-lived assets, certain
identified intangibles and goodwill related to assets to be held and used, and
(ii) long-live lived assets and certain identifiable intangibles to be disposed
of. SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. If the sum of the expected future cash flows from the
used of the asset and its eventual disposition (undiscounted and without
interest charges) is less than the carrying amount of the asset, an impairment
loss is recognized.
7
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Revenue recognition
Revenue is recognized from sales of product at the time of shipment to
customers.
Foreign currency translation
The Company's primary functional currency is the Canadian dollar. Monetary
assets and liabilities resulting from transactions with foreign suppliers and
customers are translated at year-end exchange rates while income and expense
accounts are translated at average rates in effect during the year. Gains and
losses on translation are included in income.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
Reclassifications
Certain reclassifications have been made in the 1999 financial statements
to conform with the 2000 presentation.
8
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Earnings (Loss) per Share
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the three months ended June 30, 2000
----------------------------------------
Basic & Diluted Loss per Share
Loss to common shareholders $ (69,936) 29,000,000 $ -
================== =================== ==================
For the six months ended June 30, 2000
--------------------------------------
Basic & Diluted Loss per Share
Loss to common shareholders $ (27,286) 29,000,000 $ -
================== =================== ==================
For the three months ended June 30, 1999
----------------------------------------
Basic & Diluted Loss per Share
Loss to common shareholders $ 49,579 25,000,000 $ -
================== =================== ==================
For the six months ended June 30, 1999
--------------------------------------
Basic & Diluted Loss per Share
Loss to common shareholders $ 77,948 25,000,000 $ -
================== =================== ==================
The effect of outstanding common stock equivalents are anti-dilutive for
June 30, 2000 and 1999 and are thus not considered.
NOTE 2 - INVENTORY
As of June 30, 2000 and December 31, 1999, Inventory consists of the
following:
2000 1999
------------------ ------------------
Raw materials $ 198,282 $ 106,760
Work in process 67,246 33,260
------------------ ------------------
Total Inventory $ 265,528 $ 140,020
================== ==================
9
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
(Continued)
NOTE 3 - RELATED PARTY TRANSACTIONS
As of June 30, 2000, accrued management fees of GFR of approximately
$54,000 ($78,000 Canadian) are due to a major shareholder. As at June 30, 2000,
accounts payable includes approximately $84,000 ($122,000 Canadian) owing to the
Company's major shareholders.
NOTE 4 - PROMISSORY NOTES
June 30, December 31,
2000 1999
--------------- ---------------
Promissory note, repayable to related parties upon
demand, including interest at 12% $ 65,758 $ 63,481
Promissory note, repayable upon demand including
interest at 1% over prime (9.5%) 434,881 -
--------------- ---------------
Total $ 500,639 $ 63,481
=============== ===============
NOTE 5 - LONG-TERM DEBT
June 30, December 31,
2000 1999
--------------- ---------------
TDBank Small Business loan, repayable
in monthly instalments of $3,972,
including interest at 10.15%,
maturing March 15, 2004, secured by certain
manufacturing equipment of the Company $ 128,140 $ 141,079
Less current portion of long-term debt 20,200 20,479
--------------- ---------------
$ 107,940 $ 120,600
=============== ===============
10
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
(Continued)
NOTE 5 - LONG-TERM DEBT (Continued)
Principal payments due on long-term debt for each of the five years
subsequent to June 30, 2000 and thereafter are as follows:
Year ending: Amount
--------------------------- ------------------
2000 $ 10,385
2001 21,247
2002 23,506
2003 26,006
2004 28,772
Thereafter 18,224
------------------
Total $ 128,140
==================
NOTE 6 - ECONOMIC DEPENDENCE
During 2000, the Company sold approximately $951,000 or 94% of sales to
Prairie Naturals Inc. Future operations of the Company depend on continuation of
the manufacturing arrangement with Prairie Naturals Inc.
NOTE 7 - COMMITMENTS
The Company has entered into a lease agreement for its manufacturing and
office facilities with the Company's major shareholder and other parties. The
rental charges are approximately $41,000 ($60,000 Canadian) per year. The lease
expires December 31, 2001.
The minimum future lease payments under these leases for the next five
years are:
Year Ended Real Property
December 31,
--------------- ---------------
2000 $ 41,000
2001 41,000
2002 -
2003 -
2004 -
Thereafter -
---------------
Total minimum future lease payments $ 82,000
===============
11
LAREDO INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
(Continued)
NOTE 7 - COMMITMENTS (Continued)
The leases generally provides that insurance, maintenance and tax expenses
are obligations of the Company. It is expected that in the normal course of
business, leases that expire will be renewed or replaced by leases on other
properties.
NOTE 8 - STOCK SPLIT
On May 6, 1999 the Board of Directors authorized a 1,000 to 1 stock split,
changed the authorized number of shares to 100,000,000 shares and the par value
to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying financial statements to
the number of common shares and per-share amounts for 1999 have been restated to
reflect the stock split.
On November 15, 1999 the majority shareholder returned 400,000 shares to
the Company. On the same day the Company's Board of Directors authorized a 25 to
1 stock split of the remaining 600,000 shares of the Company's $.001 par value
common stock. As a result of the split, 14,400,000 shares were issued, and
Paid-In Capital was reduced by $14,400. All references in the accompanying
financial statements to the number of common shares and per-share amounts for
1999 have been restated to reflect the stock split.
12
Safe Harbor Statement
Except for the historical information contained in this report, certain
statements, including information set forth under Item 2 "Management's
Discussion and Analysis" constitute or may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act"). Laredo Investment Corp. (the "Company") desires to avail
itself of certain "safe harbor" provisions of the Act and is therefore including
this special note to enable the Company to do so. Forward-looking statements
included in this Form 10-QSB or hereafter included in other publicly available
documents filed with the Securities and Exchange Commission, reports to the
Company's stockholders and other publicly available statements issued or
released by the Company involve known and unknown risks, uncertainties, and
other factors which could cause the Company's actual results, performance
(financial or operating) or achievements to differ from the future results,
performance (financial or operating) achievements expressed or implied by such
forward-looking statement.
PART II OTHER INFORMATION
Item 2. Management's Discussion and Analysis.
General
This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 1999.
The Company was incorporated in Nevada on December 18, 1996. From that
time up until January 21, 2000, the Company has generally remained dormant. On
January 21, 2000, the Company acquired GFR Nutritionals, Ltd., a British
Columbia corporation ("GFR"), from its sole shareholders, Richard Pierce and
Lucretia Schanfarber, for consideration consisting of 19,000,000 shares of the
Company. Since the acquisition, the Company has adopted the business of GFR,
which consists of manufacturing nutritional supplement products such as Devil's
Claw Root Extract, St. John's Wort Extract, Kava Kava, Ginkgo Biloba Leaf
Extract, Coenzyme Q10, Ginseng, Echinacea, Grapeseed Extract, Vitamin C,
L-Glutamine and Garlic for sale to wholesale distributors. The Company's primary
goal during the next fiscal year is to expand its marketing efforts to secure
additional private label contracts with wholesale distributors of nutritional
products as well as to expand retail distribution both through direct sales to
established market channels such as health food retail stores, department and
grocery stores, health practitioners as well as to market its products directly
to consumers via the Internet.
Results of Operations
Six months ended June 30, 1999 compared to six months ended June 30,
2000
Currently, most of the Company's revenues are derived from its verbal
arrangement with Prairie Naturals Inc. ("PNI") to manufacture, on an
as-ordered-basis, private label products that Prairie Naturals Inc. distributes
under its name. The Company also has an exclusive written contract to
manufacture one product that PNI distributes for a third party private label.
13
As the Company expands its marketing efforts to wholesale distributors,
other than PNI, and directly to consumers, it anticipates realizing economies of
scale from the resulting production volume increases. However, selling, general
and administrative expenses which include advertising expenses are also expected
to increase.
Operating margins in the second quarter 2000 were 28% of sales revenue
compared to 37% for second quarter 1999. Cost of Sales includes the cost of raw
materials used in manufacturing, labor costs and an applicable share of overhead
expenses. General and administrative expenses were approximately 34% of sales in
second quarter 2000 as compared to 20% for second quarter 1999. This increase
was due to the addition of more employees including a production manager and
quality control personnel in order to further expand the Company's production
capacity.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations for which it has relied on short-term and long-term borrowings.
The Company used cash in operating activities for the six months ended
June 30, 2000 totaling $148,752 and operating activities provided cash for the
six-month period ended June 30, 1999 totalling $26,380. In addition, the Company
invested cash in property and equipment for the six months ended June 30, 2000
and 1999 totaling $224,587 and $6,016, respectively.
The Company's working capital ratio was 0.86:1 at December 31, 1999 and
decreased to 0.69:1 as at June 30, 2000. This decrease was due, in part, to a
shutdown on the main production machine during the month of April for
maintenance repairs. Total inventory balances, which includes both work in
process and raw materials at June 30, 2000, were $265,528. Generally, the
Company has been shipping goods immediately upon completion. As business volume
increases, the Company will be required to keep finished goods inventory on
hand.
Current liabilities include a $65,758 promissory note payable to
related parties which bears interest at 12% annually. Although these funds are
repayable on demand, the Company does not anticipate that a request for
repayment will be made at this time. Also included in current liabilities is a
promissory note aggregating $434,881 payable to third parties, which bears
interest at a rate of 1% plus prime which rate is currently 9.5%. These funds
are repayable on demand however, the Company has the option to prepay these
funds by issuing options to purchase shares of the Company's common stock or by
issuing restricted shares of the Company's stock to the third party lenders. The
Company also has a small business loan outstanding issued by TD Bank with a
balance of approximately $128,140 as at June 30, 2000. This loan bears interest
at a rate of 10.15% over a 5 year term. Only the principal portion of this loan
which is repayable in the next fiscal year has been included in the working
capital calculations.
The Company acquired an additional $220,000 of manufacturing equipment
for the six month period ended June 30, 2000 and anticipates acquiring an
additional $25,000 in fiscal 2000 in order to further expand its production
capacity. Plant renovations costing $12,000 are also expected to be
14
completed in fiscal 2000. These expenditures will be financed from existing
assets. Increased sales volumes will also necessitate hiring additional
operations, sales and administrative personnel.
Investing activities have used cash of approximately $224,587 for the
three months ended June 30, 2000. Investing activities primarily represent
purchases of manufacturing equipment and office equipment.
The Company expects future development and expansion will be financed
through cash flow from operations and other forms of financing such as the sale
of additional equity and debt securities, capital leases and other credit
facilities. There are no assurances that such financing will be available on
terms acceptable or favorable to the Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27.1 Financial Data Schedule
(b) During the period commencing last quarter of the period covered by
this report to date, the following reports on Form 8-K were filed by the
Registrant:
DATE OF REPORT ITEM REPORTED DESCRIPTION OF ITEM
- -------------- ------------- -------------------
May 2, 2000 Item 1. Change in Control of The Company entered into an Acquisition Agreement
Registrant with GFR Nutritionals, Ltd., a British Columbia
corporation, ("GFR"), to acquire 100% of the
outstanding common stock of GFR in exchange
for 19,000,000 shares of the Company's common
stock.
15
SIGNATURES
In accordance with requirements of the Securities Exchange Act, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAREDO INVESTMENT CORP.
Dated: August 14, 2000 By: /s/ Richard Pierce
-----------------------------
Richard Pierce
President
By /s/ Mark Casavant
------------------------------
Mark Casavant
Chief Financial Officer