UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-Q



|[X]       | Quarterly
    Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--------- | -------------------------------------------------------------------------------------------
|          |                                                                                            
|          | For
    the quarterly period ended May 31, 2011                                            
|          |                                                                                            
|[
      ] | Transition
    Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|          |                                                                                            
|          | For
    the transition period from __________ to__________                                 
|          |                                                                                            
|          | Commission
    File Number: 333-171457                                                     



LAREDO  RESOURCES
CORP.

(Exact
name of registrant as specified in its charter)



|Nevada                                                             | Pending                              
|------------------------------------------------------------------ | -------------------------------------
|(State
    or other jurisdiction of incorporation or organization) | (IRS
    Employer Identification No.)



|Hero
                                                                       de Nacarozi #10, PO Box 177,
        C.P.
        63732, Colonia Centtro
        Bucerias,
        Nayarit, Mexico
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(Address
    of principal executive offices)                                                                                                                                                  



|775-636-6937 OR 52-329-298-3649                                                       
|--------------------------------------------------------------------------------------
|(Registrant’s
    telephone number)                                                   
|_________________________________________________________________                     
|(Former
    name, former address and former fiscal year, if changed since last report)



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 [x] 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 [x] No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.



|[
    ] Large accelerated filer Accelerated filer | [
    ] Non-accelerated filer
|------------------------------------------------- | -----------------------------
|[X]
    Smaller reporting company                 |                              



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X ] Yes [ ] No



State
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,570,000
shares as of July 8, 2011.




Table of Contents




|                                       | TABLE
                                                                      OF CONTENTS   |     
|-------------------------------------- | ----------------------------------------------------------------------------------------- | ----
|                                       |                                                                                           |     
|                                       |                                                                                           | Page
|PART
        I – FINANCIAL INFORMATION
|Item 1:                                | Financial
    Statements                                                                  | 3   
|Item 2:                                | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations | 4   
|Item 3:                                | Quantitative
    and Qualitative Disclosures About Market Risk                            | 7   
|Item 4:                                | Controls
    and Procedures                                                               | 7   
|PART
        II – OTHER INFORMATION   
|Item 1:                                | Legal
    Proceedings                                                                     | 8   
|Item 2:                                | Unregistered
    Sales of Equity Securities and Use of Proceeds                           | 8   
|Item 3:                                | Defaults
    Upon Senior Securities                                                       | 8   
|Item 4:                                | (Removed
    and Reserved)                                                                | 8   
|Item 5:                                | Other
    Information                                                                     | 8   
|Item 6:                                | Exhibits                                                                                  | 8   

2


Table of Contents


PART
I - FINANCIAL INFORMATION



Item
1. Financial Statements



|Our
    financial statements included in this Form 10-Q are as follows:
|-----------------------------------------------------------------------
|                                                                       
|F-1                                                                    
|F-2                                                                    
|F-3                                                                    
|F-4                                                                    
|F-5                                                                    



These
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the interim period ended May 31, 2011 are not necessarily
indicative of the results that can be expected for the full year.

3


Table of Contents




LAREDO RESOURCES
CORP.

(An
Exploration Stage Company)

CONSOLIDATED
BALANCE SHEETS

(Stated
in US Dollars)





|ASSETS                                                                                                             
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|Current assets                                                                                                     
|Cash                                                                                                               
|                                                                                                                   
|Property option – Note 5                                                                                           
|                                                                                                                   
|Total assets                                                                                                       
|                                                                                                                   
|LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY                                                                      
|                                                                                                                   
|Current liabilities                                                                                                
|Accounts payable and accrued liabilities                                                                           
|                                                                                                                   
|Long term liabilities                                                                                              
|Accrued interest – Notes 6 and 7                                                                                   
|Note payable – Note 6                                                                                              
|Notes payable, related party – Note 7                                                                              
|Total long term liabilities                                                                                        
|                                                                                                                   
|Total Liabilities                                                                                                  
|                                                                                                                   
|STOCKHOLDERS’ (DEFICIT) EQUITY                                                                                     
|                                                                                                                   
|Preferred stock, $0.001 par value 10,000,000 shares authorized, none outstanding                                   
|Common stock, $0.001 par value                                                                                     
|Common stock, $0.001 par value 90,000,000 shares authorized 3,570,000 shares issued and outstanding – Notes 7 and 8
|Additional paid-in capital                                                                                         
|Deficit accumulated during the exploration stage                                                                   
|                                                                                                                   
|Total stockholders’ (deficit) equity                                                                               
|                                                                                                                   
|Total liabilities & stockholders’ (deficit) equity                                                                 



SEE
ACCOMPANYING NOTES

F-1


Table of Contents


LAREDO RESOURCES CORP.

(An
Exploration Stage Company)

CONSOLIDATED
STATEMENTS OF OPERATIONS

(Stated
in US Dollars)

(Unaudited)



|                                                      |              |           |             |  | From       
|----------------------------------------------------- | ------------ | --------- | ----------- |  | -----------
|                                                      |              |           |             |  | Inception  
|                                                      | Three Months |           | Nine Months |  | (August 17,
|                                                      | Ended        |           | Ended       |  | 2010) to   
|                                                      | May 31,      |           | May 31,     |  | May 31,    
|                                                      | 2011         |           | 2011        |  | 2011       
|Expenses                                              |              |           |             |  |            
|Accounting and audit                                  | $            | 3,232     |             |  | $          
|Foreign exchange loss                                 |              | 1         |             |  |            
|Legal fees                                            |              | 2,539     |             |  |            
|Mineral property exploration costs                    |              | —         |             |  |            
|Office expenses                                       |              | 1,584     |             |  |            
|                                                      |              |           |             |  |            
|Operating loss before interest expense                |              | (7,356    | )           |  |            
|                                                      |              |           |             |  |            
|Interest expense – Notes 6 and 7                      |              | (414      | )           |  |            
|                                                      |              |           |             |  |            
|Net Loss                                              | $            | (7,770    | )           |  | $          
|                                                      |              |           |             |  |            
|Basic loss per share                                  | $            | (0.00     | )           |  | $          
|                                                      |              |           |             |  |            
|Weighted average number of shares outstanding - basic |              | 3,570,000 |             |  |            



SEE
ACCOMPANYING NOTES

F-2


Table of Contents


LAREDO RESOURCES CORP.

(An
Exploration Stage Company)

CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY

For
the Period from Inception (August 17, 2010) to May 31, 2011

(Stated
in US Dollars)

(Unaudited)



|                                                 |                  |        |               |  |            |        |             |  |  |           | Deficit     |  |  
|------------------------------------------------ | ---------------- | ------ | ------------- |  | ---------- | ------ | ----------- |  |  | --------- | ----------- |  | -
|                                                 |                  |        |               |  |            |        |             |  |  |           | Accumulated |  |  
|                                                 |                  |        |               |  | Additional |        | During the  |  | 
|                                                 | Preferred Shares |        | Common Shares |  | Paid-in    |        | Exploration |  | 
|                                                 |                  | Number |               |  |            | Amount |             |  |  | Number    |             |  |  
|Balance, inception (August 17, 2010)             |                  | —      |               |  | $          | —      |             |  |  | —         |             |  | $
|                                                 |                  |        |               |  |            |        |             |  |  |           |             |  |  
|Capital stock issued to founder for cash         |                  | —      |               |  |            | —      |             |  |  | 2,000,000 |             |  |  
|Capital stock issued for cash, net of commission |                  | —      |               |  |            | —      |             |  |  | 1,570,000 |             |  |  
|Net loss for the period                          |                  | —      |               |  |            | —      |             |  |  | —         |             |  |  
|                                                 |                  |        |               |  |            |        |             |  |  |           |             |  |  
|Balance, August 31, 2010                         |                  | —      |               |  |            | —      |             |  |  | 3,570,000 |             |  |  
|                                                 |                  |        |               |  |            |        |             |  |  |           |             |  |  
|Capital contribution by president - Note 7       |                  | —      |               |  |            | —      |             |  |  | —         |             |  |  
|Net loss for the period                          |                  | —      |               |  |            | —      |             |  |  | —         |             |  |  
|                                                 |                  |        |               |  |            |        |             |  |  |           |             |  |  
|Balance, May 31, 2011                            |                  | —      |               |  | $          | —      |             |  |  | 3,570,000 |             |  | $



SEE
ACCOMPANYING NOTES



F-3


Table of Contents


LAREDO RESOURCES
CORP.

(An
Exploration Stage Company)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(Stated
in US Dollars)

(Unaudited)



|                                                                           |             |         | From       
|-------------------------------------------------------------------------- | ----------- | ------- | -----------
|                                                                           |             |         | Inception  
|                                                                           | Nine Months |         | (August 17,
|                                                                           | Ended       |         | 2010) to   
|                                                                           | May 31,     |         | May 31,    
|                                                                           | 2011        |         | 2011       
|Cash Flows from Operating Activities                                       |             |         |            
|Net loss                                                                   | $           | (41,986 | )          
|Adjustments to reconcile net loss to net cash used by operating activities |             |         |            
|Accrued interest                                                           |             | 208     |            
|Non cash interest expense – capital contribution                           |             | 668     |            
|Changes in operating assets and liabilities:                               |             |         |            
|Accounts payable and accrued liabilities                                   |             | (3,914  | )          
|                                                                           |             |         |            
|Net cash used in operating activities                                      |             | (45,024 | )          
|                                                                           |             |         |            
|Cash Flows from Investing Activities                                       |             |         |            
|Acquisition of property option                                             |             | (10,000 | )          
|                                                                           |             |         |            
|Net cash used in investing activity                                        |             | (10,000 | )          
|                                                                           |             |         |            
|Cash Flows from Financing Activities                                       |             |         |            
|Capital stock issued                                                       |             | —       |            
|Note payable                                                               |             | 10,000  |            
|Notes payable, related party                                               |             | 25,000  |            
|                                                                           |             |         |            
|Net cash provided by financing activities                                  |             | 35,000  |            
|                                                                           |             |         |            
|Net (decrease) increase in cash during the period                          |             | (20,024 | )          
|                                                                           |             |         |            
|Cash, beginning of the period                                              |             | 27,400  |            
|                                                                           |             |         |            
|Cash, end of the period                                                    | $           | 7,376   |            
|                                                                           |             |         |            
|Supplemental information                                                   |             |         |            
|                                                                           |             |         |            
|Interest and taxes paid in cash                                            | $           | —       |            



SEE
ACCOMPANYING NOTES



F-4


Table of Contents


LAREDO RESOURCES CORP.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

May
31, 2011

(Stated
in US Dollars)

(Unaudited)





Note
1	Basis of Presentation



While
the information presented in the accompanying May 31, 2011 consolidated financial statements is unaudited, it includes all adjustments
which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows
for the period presented in accordance with the accounting principles generally accepted in the United States of America. In the
opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal recurring nature. These consolidated financial statements
should be read in conjunction with the Company’s August 31, 2010 audited financial statements (notes thereto) included in
the Company’s Form S-1.



Operating results
for the nine months ended May 31, 2011 are not necessarily indicative of the results that can be expected for the year ending
August 31, 2011.



Note
2	Nature of Operations and Ability to Continue as a Going Concern



The
Company was incorporated in the state of Nevada, United States of America on August 17, 2010. The Company is an exploration stage
company and was formed for the purpose of acquiring exploration and development stage mineral properties. The Company’s
year-end is August 31.



On
August 31, 2010, the Company incorporated a wholly-owned subsidiary, LRE Exploration LLC, (“LRE”) in the State of
Nevada, United States of America (“USA”) for the purpose of mineral exploration in the USA.



On
November 30, 2010, LRE entered into a property option agreement with Arbutus Minerals LLC. (“Arbutus”) whereby the
Company was granted an option to earn up to a 100% interest in 20 mineral claims (the “ABR Claims”) located approximately
15 miles north of Elko, Nevada. (Note 5)



These
financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern,
which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization
values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments
that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue
as a going concern. The Company has yet to achieve profitable operations, has accumulated losses of $49,311 since its inception
and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s
ability to continue as a going concern.

F-5


Table of Contents




Note
2	Nature of Operations and Ability to Continue as a Going Concern– (continued)



The
Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities
arising from normal business operations when they come due. Management has no formal plan in place to address this concern but
considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however
there is no assurance of additional funding being available or on acceptable terms, if at all. The financials statements do not
include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification
of liabilities that might be necessary in the event the company cannot continue in existence.



Note
3	Summary of Significant Accounting Policies



The
consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and are stated in US dollars. The preparation of financial statements
in conformity with U.S. GAAP requires 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 expense during the reporting period. Actual results could differ from those estimates.



The
financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting
policies summarized below:



Principles
of Consolidation



These
consolidated financial statements include the accounts of the Company and LRE Exploration LLC., a wholly owned subsidiary incorporated
in Nevada, USA on August 31, 2010. All significant inter-company transactions and balances have been eliminated.



Cash
and cash equivalents



The
Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There
were no cash equivalents at May 31, 2011.



The
Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial
institution. The balance at times may exceed federally insured limits. At May 31, 2011, the balance did not exceed the federally
insured limit.



Exploration
Stage Company



The
Company is an exploration stage company. All losses accumulated since inception are  considered part of the Company’s
exploration stage activities.



F-6


Table of Contents




Note
3	Summary of Significant Accounting Policies – (continued)



Foreign
Currency Translation



The
Company’s functional currency is the United States dollar as substantially all of the Company’s operations are in
the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities
and Exchange Commission (“SEC”).



Assets
and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and
capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange
prevailing during the period.



Translation
adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive
Income account in Stockholders’ Equity, if applicable.



Transactions
undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as
of the transaction date. Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss.



Basic
and Diluted Loss Per Share



Basic
loss per share is computed using the weighted average number of shares outstanding during the period. Fully diluted earnings (loss)
per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number
of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect
of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning
of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation date. As there are no common stock equivalents
outstanding, diluted and basic loss per share are the same.



Mineral
Property



The
Company is primarily engaged in the acquisition, exploration and development of mineral properties.



Mineral
property acquisition costs are capitalized in accordance with FASB ASC 930, “Extractive Activities-Mining,” when management
has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate
financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted
exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization
are not met.



F-7


Table of Contents




Note
3	Summary of Significant Accounting Policies – (continued)



Mineral
Property– (continued)



In
the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair
value at the time the shares are due in accordance with the terms of the property agreements.



Mineral
property exploration costs are expensed as incurred.



When
it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves
and pre-feasibility, the costs incurred to develop such property are capitalized.



Estimated
future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production
basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management
based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration
expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged
to the accumulated provision amounts as incurred.



To
date the Company has not established any proven or probable reserves on its mineral properties.



Asset
Retirement Obligations



Asset
retirement obligations (“ARO”) associated with the retirement of a tangible long-lived asset, are recognized as liabilities
in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated
assets. The cost of tangible long-lived assets, including the initially recognized ARO, is amortized, such that the cost of the
ARO is recognized over the useful life of the assets. The ARO is recorded at fair value, and accretion expense is recognized over
time as the discounted fair value is accreted to the expected settlement value.



The
fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free
interest rate. As at May 31, 2011, the Company has determined no provision for ARO’s is required.



Impairment
of Long- Lived Assets



The
Company reviews and evaluates long- lived assets for impairment when events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360- 10- 35- 17 if
events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment
analysis should be done, the analysis will be performed using the rules of FASB ASC 930- 360- 35, Asset Impairment, and 360- 10
through 15- 5, Impairment or Disposal of Long- Lived Assets.



Note
4	Financial Instruments



Fair
value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly
transaction between market participants at the measurement date and in the principal or most advantageous market for that asset
or liability.



F-8


Table of Contents




Note
4	Financial Instruments – (continued)



The
fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not
on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance
risk including our own credit risk.



In
addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value
hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used
in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which
is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:



Level
1 – 	inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.



Level
2 – 	inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted
prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all
significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full
term of the assets or liabilities.



Level
3 – 	inputs are generally unobservable and typically reflect management’s estimates of assumptions that market
participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques
that include option pricing models, discounted cash flow models, and similar techniques.



The
carrying value of the Company’s financial assets and liabilities which consist of cash, and accounts payable and accrued
liabilities in management’s opinion approximate fair value due to the short maturity of such instruments. These financial
assets and liabilities are valued using level 3 inputs, except for cash which is at level 1. Unless otherwise noted, it is management’s
opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.



Note
5	Mineral Property



|             |  | May 31, |        | August 31
|------------ |  | ------- | ------ | ---------
|             |  | 2011    |        | 2010     
|ABR Claims   |  |         |        |          
|Option Costs |  | $       | 10,000 |          
|             |  |         |        |          
|Net cost     |  | $       | 10,000 |          



F-9


Table of Contents




Note
5	Mineral Property – (continued)



On
November 30, 2010, LRE entered into a property option agreement with Arbutus Minerals LLC (“Arbutus”) whereby the
Company was granted an option to earn up to a 100% interest in 20 mineral claims (the “ABR Claims”) located approximately
15 miles north of Elko, Nevada. Arbutus holds only the mineral rights to the ABR Claims as the ABR Claims are on Bureau of Land
Management managed land. Consideration for the option consists of cash payments to Arbutus of totalling $90,000, and aggregate
exploration expenditures of $295,000 as follows:



|  | -
    Payments to Arbutus                      
|- | -----------------------------------------------
|o | $10,000
    upon execution of option agreement;
|o | $10,000
    on or before November 30, 2011;    
|o | $20,000
    on or before November 30, 2012; and
|o | $50,000
    on or before November 30, 2013.    
|  |                                                
|  | - Exploration
    Expenditures                 
|  | o                                              
|  | o                                              
|  | o                                              
|  |                                                





As
at May 31, 2011, the Company had incurred $10,000 in acquisition costs in the form of option payments to Arbutus per the option
agreement. Mineral property acquisition costs are capitalized when incurred. When a property reaches the production stage, the
related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves,
currently no property has reached the production stage. When the Company has capitalized mineral properties, these properties
will be periodically assessed for impairment of value and any diminution in value.



The
Company had incurred an aggregate amount of $4,500 for geological surveys, which are considered geological and geophysical costs
which are expensed when incurred.



Note
6	Note Payable



On
May 10, 2011, the Company issued a promissory note in the amount of $10,000 to a non related entity and received $10,000 cash
in exchange. The promissory note is unsecured, bears interest at 6% per annum, and matures on May 31, 2013. During the three and
nine month periods ended May 31, 2011, the Company accrued $35 of interest expense in respect of this note payable.

F-10


Table of Contents




Note
7	Related Party Transactions



On
February 15, 2011, the Company President loaned $10,000 to the Company and the Company issued a promissory note in the amount
of $10,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on February 28, 2013. During the three
month and nine month periods ended May 31, 2011, the Company accrued $152 and $173 of interest expense in respect of this note
payable.



On
September 2, 2010, the Company President loaned $15,000 to the Company and the Company issued a promissory note in the amount
of $15,000. The promissory note is unsecured, non-interest bearing, and matures on September 30, 2012. During the three month
and nine month periods ended May 31, 2011, the Company has recorded interest expense of $227 and $668. The Company also recorded
a capital contribution of $668 in respect of the imputed interest charge on this note payable.



On
August 19, 2010, the Company received and accepted a subscription to purchase 2,000,000 shares of common stock at $0.0078 per
share for aggregate proceeds of $15,625 from the Company’s president. The subscription agreement permitted the Company to
accept 200,000 Mexican Peso’s in full settlement of the share subscription. The share subscription was settled in Mexican
Peso’s.



Note
8	Capital Stock



Issued:



On
August 19, 2010, the Company issued 2,000,000 shares of common stock to the Company’s president at $0.0078 per share for
total proceeds of $15,625.



On
August 27, 2010, the Company issued 1,570,000 shares of common stock at $0.008 per share for total proceeds of $12,560 pursuant
to a private placement. The Company paid commissions of $200 for net proceeds of $12,360.



F-11


Table of Contents


Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking
Statements



Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements.” These forward-looking statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions.  Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.
Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors
which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not
limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition,
and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.



Company
Overview



Business
of Company



We
are an exploration stage company that intends to engage in the exploration of mineral properties with a view to exploiting any
mineral deposits we discover.  We, through our wholly owned subsidiary, LRE Exploration LLC, a Nevada limited liability
company, (“LRE”) own an option to acquire an undivided 100% beneficial interest in a mineral claim located in Elko
County, in the State of Nevada, known as the ABR Claims.  Although we hold an option to the mineral exploration rights
relating to the twenty mineral claims in the ABR Claims, we do not own any real property interest in the ABR Claims or any other
property.



We plan
to perform basic geological work on the ABR mineral claims to identify specific drill targets on the property, and then collect
subsurface samples by drilling to confirm the presence of mineralization (the presence of economic minerals in a specific area
or geological formation).  If successful, we may enter into joint venture agreements with other companies to fund further
exploration work on the ABR mineral claims.  If we are not successful in determining the presence of mineralization
on the ABR claims, we may seek out other mineral claims prospects. By such prospects, we mean properties that may have been previously
identified by third parties, including prior owners such as exploration companies, as mineral prospects with potential for economic
mineralization.  Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results.
 Accordingly, such acquired projects will either have some prior exploration history or will have strong similarity to a
recognized geologic ore deposit model.  Geographic emphasis will be placed on the western United States. The focus of our
activity will be to acquire properties that we believe to be undervalued; including those that we believe to hold previously unrecognized
mineral potential.



Our
strategy with the ABR mineral claims and other prospects deemed to be of higher risk or those that would require
very large exploration expenditures is to present them to larger companies for joint venture.  Our joint venture
strategy is intended to maximize the abilities and skills of the management group, conserve capital, and provide superior
leverage for investors. If we present a property to a major company and they are not interested, we will continue to seek an
interested partner.



ABR
Claims

The ABR
claims consist of 20 adjoining unpatented mineral claims totaling 413 acres.  Each claim is approximately 1500 feet
by 600 feet.



Location
and Means of Access to ABR Claims

The ARB
mineral Claims are located approximately 15 miles northwest of the city of Elko, Nevada on BLM-managed land in Elko County, a
county in northeastern Nevada. Access is by way of a two wheel drive road to within one-half mile of the claims. From the road,
access is approximately one-half mile to the east of the road across public lands.



Power and
rail facilities are available within 10 miles of the mineral claims.  Supplies and services would be obtained from Elko
or Reno, Nevada.



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Title
to ABR Claims

In 2010
Arbutus Minerals LLC, a limited liability company organized under the laws of Nevada, staked the ABR Claims.  As a result
of this staking, Arbutus possesses the right to develop the mineral rights on the ABR Claims. The ABR Claims are on BLM managed
land. The annual claim payments for Bureau of Land Management managed land are $140. Arbutus is responsible for making these payments.
We have entered into a property option agreement with Arbutus regarding the ABR claims the terms of which are as follows:









Property
Option Agreement



Under
the terms of the Property Option Agreement between Arbutus and LRE, our wholly owned mining exploration subsidiary, we acquired
an option to acquire a 100% interest in the mineral rights for the ABR Claims for an initial payment of $10,000. In order to exercise
the option, we must pay the following monies to Arbutus and make the following expenditures on the ABR Claims by the following
dates:



|  | Payments to Arbutus                        
|- | -------------------------------------------
|o | $10,000 on or before November 30, 2011;    
|o | $20,000 on or before November 30, 2012; and
|o | $50,000 on or before November 30, 2013.    
|  |                                            



|  | Exploration Expenditures                                                         
|- | ---------------------------------------------------------------------------------
|o | $15,000 in aggregate exploration expenditures prior to November
    30, 2012;    
|o | $65,000 in aggregate exploration expenditures prior to November
    30, 2013; and
|o | $215,000 in aggregate exploration expenditures prior to November
    30, 2014.   
|  |                                                                                  



Previous
Operations on the ABR Claims.

To our knowledge,
there have been no prior operations on these claims.



Present
Condition of ABR Claims.

At present,
the property does not have any plant, buildings, equipment or mining assets.



Work
Completed on the ABR Claims.

No work
has been performed on the ABR Claims by either us or Artubus.



Proposed
and Current State of Exploration and Development on the Southern Beardmore Claims.

There is
not currently any exploration on the property.  We retained Mr. Carl von Einsiedel, Bachelor of Science in Geology and
Professional Geoscientist to conduct a study and produce a report on the exploration potential of the property.  He
had the following recommendation:



|  | Phase I                                                                                                                                                                                                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | An initial assessment of the ABR Mineral Claims that should include
    extensive research on known occurrences in certain surrounding mountain districts and an initial reconnaissance exploration program.  The
    estimated cost of this program is $15,000 (Phase I) and would require one year to complete.
|  |                                                                                                                                                                                                                                                                                                                  



|  | Phase II                                                                                                                                                                                                                           
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | Subject to the results of the initial assessment, (Phase
    1) a follow up program of detailed sampling and ground magnetic surveys would be warranted at a cost of $50,000 (Phase II) and
    would require one year to complete.
|  |                                                                                                                                                                                                                                    



|  | Phase III                                                                                                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | In the event that Phase II identifies a significant altered or
    mineralized zone a second follow up program (Phase III) would be warranted at a cost of $150,000 and would require one year to
    complete.
|  |                                                                                                                                                                                                                



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Table of Contents


The
cumulative cost of the phases of this program is $215,000. While we have not yet commenced the field work phase of our
initial exploration program, we intend to proceed with the initial exploratory work as recommended.  If we are able
to raise sufficient capital, then the field work of Phase I should begin prior to the end of the 2011 calendar
year.  Upon our review of the results, we will assess whether the results are sufficiently positive to warrant
additional phases of the exploration program.



No Known
Presence of Reserves on the ABR Claims.

The proposed
program is exploratory in nature and there are no known reserves on the property.



Rock
Formations and Mineralization of Existing or Potential Economic Significance on the ABR Claims.

The ABR
Claims are in an area referred to as the Independence Mountains. The Independence Mountain Range is part of the Basin and Range
Province of Nevada and is a horst block consisting primarily of Paleozoic sedimentary rocks with lesser Tertiary volcanics and
intrusive dikes.



Results
of Operations for the three month period ended May 31, 2011, the nine month period ended May 31, 2011, and for the period
from Inception (August 17, 2010) through May 31, 2011.



For the
three months ended March 31, 2011, we generated gross revenue of $0. Our Operating Expenses during the three month period ended
March 31, 2011 equaled $7,356, consisting of $3,232 in accounting and audit fees, $2,539 in legal fees and $1,584 in office expenses.
We had no other income and Interest expense of $414 for the period. We therefore, recorded a net loss of $7,770 for the three
months ended March 31, 2011.



For the
nine months ended March 31, 2011, we generated gross revenue of $0. Our Operating Expenses during the nine month period ended
March 31, 2011 equaled $41,110, consisting of $19,527 in legal fees, $12,264 in accounting and audit fees, $4,823 in office expenses
and $4,500 in mineral property exploration costs. We had no other income and Interest expense of $876 for the period. We therefore,
recorded a net loss of $41,986 for the nine months ended May 31, 2011.



For the
period from Inception (August 17, 2010) through May 31, 2011, we generated gross revenue of $0. Our Operating Expenses during
the period from Inception (August 17, 2010) through May 31, 2011 equaled $48,435, consisting primarily of $25,817 in legal fees,
$12,264 in accounting and audit fees, $5,073 in office expenses and $4,500 in mineral property exploration costs. We had no other
income and Interest expense of $876 for the period. We therefore, recorded a net loss of $49,311 for the period from Inception
(August 17, 2010) through May 31, 2011.



Liquidity
and Capital Resources



As of May
31, 2011, we had total current assets of $7,376 as compared to $27,400 for the year ended August 31, 2010. We had $2,826 in current
liabilities as of May 31, 2011 as compared to $6,740 for the year ended August 31, 2010. Thus, we had working capital surplus
of $4,550 as of May 31, 2011 as compared to $20,660 as of August 31, 2010.



Net cash
used in operating activities was $45,024 for the nine months ended May 31, 2011 and $45,609 for the period from Inception (August
17, 2010) through May 31, 2011. Our main sources of cash for the period from Inception (August 17, 2010) through May 31, 2011
were from the sale of our common stock which generated $27,985 and issuance of notes payable which generated $35,000.



The
success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund
operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working
capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement
or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable
terms, or at all.



Off
Balance Sheet Arrangements



As
of May 31, 2011, there were no off balance sheet arrangements.

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Table of Contents


Going
Concern



We
have limited capital, have incurred losses since inception, and have not yet received revenues from sales of products or services.
These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include
any adjustment that might be necessary if we are unable to continue as a going concern.



Our
ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining
debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful
in these efforts.



Item
3. Quantitative and Qualitative Disclosures About Market Risk



A
smaller reporting company is not required to provide the information required by this Item.



Item
4. Controls and Procedures



We carried
out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2011.  This evaluation was carried out under the supervision and with
the participation of our Chief Executive Officer and our Chief Financial Officer, Ms. Ruth Cruz Santos.  Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of May 31, 2011, our disclosure controls
and procedures are not effective.  There have been no changes in our internal controls over financial reporting during
the quarter ended May 31, 2011.



Management
determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and
number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation
and control procedures not regularly performed due to the lack of staff and resources.



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. 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, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.



Limitations
on the Effectiveness of Internal Controls



Our management
does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily
prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The
design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time,
control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may
deteriorate.

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Table of Contents


PART
II – OTHER INFORMATION



Item
1. Legal Proceedings



We
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse
to us.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds



None



Item
3. Defaults upon Senior Securities



None



Item
4. Removed and Reserved



Item
5. Other Information



None



Item
6. Exhibits



|Exhibit
    Number | Description
    of Exhibit                                                                                                                                                   
|------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                              
|31.1               | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|31.2               | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|32.1               | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES



In accordance
with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



|       | LAREDO
    RESOURCES, CORP.                                                                                    
|------ | ---------------------------------------------------------------------------------------------------------------
|       |                                                                                                                
|Date:  | July 13, 2011                                                                                                  
|       |                                                                                                                
|By:    | /s/
                                                          Ruth Cruz Santos
        Ruth
        Cruz Santos
|Title: | Chief
    Executive Officer and Director                                                                       



9