UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2000
                                                ----------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                                  EXCHANGE ACT

                        For the transition period from to

                        COMMISSION FILE NUMBER 000-27959

                             LAREDO INVESTMENT CORP.
        (Exact name of small business issuer as specified in its charter)


            NEVADA                                                77-0517964
-------------------------------------------------------------------------------
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

      SUITE 1450, 1075 WEST GEORGIA STREET, VANCOUVER, BC, CANADA, V6B 3C9
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 460-8440
                            Issuer's telephone number

         (Former name,  former  address and former fiscal year, if changed since
last report.)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practical date: MARCH 31, 2000 29,000,000
                                                   --------------------------

         Transitional Small Business Disclosure Format (check one).
YES      ;  NO   X
    ----       ---


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         INDEPENDENT ACCOUNTANT'S REPORT

Laredo Investment Corp.


         We have reviewed the accompanying  balance sheets of Laredo  Investment
Corp. as of March 31, 2000, and the related  statements of operations,  and cash
flows for the three month period then ended. These financial  statements are the
responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements for them to be in
conformity with generally accepted accounting principles.

                                                    Respectfully submitted

                                                    /S/ ROBISON, HILL & CO.
                                                    Certified Public Accountants

Salt Lake City, Utah
May 12, 2000

<PAGE>

                             LAREDO INVESTMENT CORP.
                                 BALANCE SHEETS

                                                     March 31,      December 31,
                                                       2000              1999
                                                    ---------         ---------
ASSETS
Current Assets:

Cash and cash equivalents ..................        $ 126,497         $    --
Receivables ................................          278,362           192,339
Inventory ..................................          100,087           140,020
Prepaid expense ............................              857               857
                                                    ---------         ---------

     Total Current Assets ..................          505,803           333,216
                                                    ---------         ---------

Property and equipment:
Manufacturing Equipment ....................          387,089           206,998
Office Equipment ...........................           14,526            10,934
Furniture & Fixtures .......................            1,245             1,245
Vehicles ...................................            5,026             5,026
Leasehold improvements .....................            3,521             3,521
                                                    ---------         ---------
                                                      411,407           227,724
Less accumulated depreciation ..............          (37,797)          (28,924)
                                                    ---------         ---------
                                                      373,610           198,800
                                                    ---------         ---------

     Total Assets ..........................        $ 879,413         $ 532,016
                                                    =========         =========











<PAGE>

                             LAREDO INVESTMENT CORP.
                                 BALANCE SHEETS
                                   (Continued)

                                                       March 31,    December 31,
                                                          2000           1999
                                                       ---------      ---------
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities .........     $ 191,788      $ 267,393
Short-term notes payable .........................       415,401         33,346
Related party loans ..............................        65,170         63,481
Current portion long-term debt ...................        20,036         20,479
                                                       ---------      ---------

     Total Current Liabilities ...................       692,395        384,699
                                                       ---------      ---------

Long-term debt ...................................       114,658        120,600
                                                       ---------      ---------

     Total Liabilities ...........................       807,053        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         14,000
Additional paid-in capital .......................         4,711        (29,000)
Currency translation adjustment ..................          (166)          --
Retained deficit .................................        38,815         26,717
                                                       ---------      ---------

     Total Stockholders' Equity ..................        72,360         26,717
                                                       ---------      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .......     $ 879,413      $ 532,016
                                                       =========      =========






                 See accompanying notes and accountants' report.


<PAGE>

                             LAREDO INVESTMENT CORP.
                            STATEMENTS OF OPERATIONS

                                                    For the three months ended
                                                            March 31,
                                                  -----------------------------
                                                      2000             1999
                                                  ------------     ------------

Revenues .....................................    $    571,139     $    458,419
Cost of Revenues .............................         404,366          334,949
                                                  ------------     ------------
Gross Margin .................................         166,773          123,470

Expenses

   Selling & Marketing .......................          11,303               28
   General & Administrative ..................          95,650           85,935
                                                  ------------     ------------
                                                       106,953           85,963
                                                  ------------     ------------

Net Loss from Operations .....................          59,820           37,507
                                                  ------------     ------------

Other Income (Expense)
   Interest, Net .............................          (9,643)          (4,132)
   Currency Exchange, Net ....................            --               --
                                                  ------------     ------------

Net Loss Before Income Taxes .................          50,177           33,375
Income Tax Expense ...........................          (7,527)          (5,006)
                                                  ------------     ------------

Net Loss To Common Stockholders ..............    $     42,650     $     28,369
                                                  ============     ============

Basic and Diluted Loss Per Common Share ......    $       --       $       --
                                                  ============     ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES .....      16,092,308       25,000,000
                                                  ============     ============







                 See accompanying notes and accountants' report.

<PAGE>

                             LAREDO INVESTMENT CORP.
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                          For the three months ended
                                                                   March 31,
                                                            ----------------------
                                                               2000         1999
                                                            ---------    ---------
Cash Flows From Operating Activities
<S>                                                         <C>          <C>
   Net loss for the period ..............................   $  42,650    $  28,369
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization ......................       8,873        6,136
     Decrease (Increase) in Receivables .................     (86,023)     (91,105)
     Decrease (Increase) in inventory ...................      39,933       97,934
     Decrease (Increase) in prepaid expense .............        --            795
     Decrease in accounts payable and accrued liabilities     (75,605)     (34,803)
                                                            ---------    ---------
Net Cash Provided by (Used in) Operating Activities .....     (70,172)       7,326
                                                            ---------    ---------
Cash Flows From Investing Activities
   Purchase of property and equipment ...................    (183,683)        --
                                                            ---------    ---------
Net Cash Provided by Investing Activities ...............    (183,683)        --
                                                            ---------    ---------
Cash Flows From Financing Activities
   Payments on short-term notes payable .................     (26,497)        --
   Proceeds from short-term notes payable ...............     414,175         --
   Principle payment on long-term debt ..................      (7,326)      (7,326)
                                                            ---------    ---------

Net Cash Provided by Financing Activities ...............     380,352       (7,326)
                                                            ---------    ---------

Increase (Decrease) in Cash .............................     126,497         --
Cash at beginning of period .............................        --           --
                                                            ---------    ---------

Cash at End of Period ...................................   $ 126,497    $    --
                                                            =========    =========

Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period ......................   $     764    $   4,544
                                                            =========    =========
   Income taxes paid during the period ..................   $    --      $    --
                                                            =========    =========
</TABLE>

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:     None

                 See accompanying notes and accountants' report.

<PAGE>

                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 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 March 31, 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.


<PAGE>

                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 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.


<PAGE>

                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 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.

EARNINGS PER SHARE

         The reconciliations of the numerators and denominators of the basic and
diluted earnings per share computations are as follows:

                                                                      Per-Share
                                              INCOME      SHARES        AMOUNT
                                            ----------   ---------    ----------
                                            (Numerator)(Denominator)

                                       For the three months ended March 31, 2000
Basic & Diluted Earnings per Share
Net Income to common shareholders .......   $   42,650   16,134,958   $     --
                                            ==========   ==========   ==========

                                       For the three months ended March 31, 1999
Basic & Diluted Earnings per Share
Net Income to common shareholders .......   $   28,369   25,000,000   $     --
                                            ==========   ==========   ==========


<PAGE>

                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

NOTE 2 - INVENTORY

         As of March 31, 2000 and December 31, 1999,  Inventory  consists of the
following:

                                                      2000                1999
                                                    --------            --------

Raw materials ..........................            $ 92,412            $106,760
Work in process ........................               7,675              33,260
                                                    --------            --------

Total Inventory ........................            $100,087            $140,020
                                                    ========            ========

NOTE 3 - RELATED PARTY TRANSACTIONS

         As of March 31, 2000,  accrued  management fees of GFR of approximately
$54,000 ($78,000 Canadian) are due to a major shareholder. As at March 31, 2000,
accounts payable includes approximately $84,000 ($122,000 Canadian) owing to the
Company's major shareholders.


<PAGE>

                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)

NOTE 4 - PROMISSORY NOTES

                                                          March 31, December 31,
                                                              2000        1999
                                                          ----------  ----------
Promissory note, repayable to related parties upon
   demand, including interest at 12% ...................  $   65,170  $   63,481
Promissory note, repayable upon demand including
    interest at 1% over prime (9%) .....................     415,401        --
                                                          ----------  ----------

Total ..................................................  $  480,571  $   63,481
                                                          ==========  ==========

NOTE 5 - LONG-TERM DEBT


                                                          March 31, 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 ...............  $  134,694  $  141,079

Less current portion of long-term debt .................      20,036      20,479
                                                          ----------  ----------

                                                          $  114,658  $  120,600
                                                          ==========  ==========

         Principal  payments  due on  long-term  debt for each of the five years
subsequent to March 31, 2000 and thereafter are as follows:

       Year ending:                Amount

---------------------------  ------------------

           2000              $           14,836
           2001                          21,614
           2002                          23,913
           2003                          26,456
           2004                          29,270
        Thereafter                       18,605
                             ------------------
           Total             $          134,694
                             ==================

<PAGE>

                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)

NOTE 6 - ECONOMIC DEPENDENCE

         During 2000, the Company sold approximately $538,000 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
                                                            =================

         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.

<PAGE>

                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)

NOTE 8 - STOCK SPLIT (CONTINUED)

         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.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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, 2000.

The  Company  is  currently  working  on  securing   additional   private  label
manufacturing  contracts.  The key target for private  label sales are wholesale
distributors  of health food  nutrition  products.  The Company is also pursuing
opportunities for direct sales to consumers through the Internet.

RESULTS OF OPERATIONS -

                                                         March 31,     March 31,
                                                           2000          1999
                                                         --------      --------
Sales ..............................................     $571,139      $458,419
Cost of Sales ......................................      404,366       334,949
Gross Profit .......................................      166,773       123,470
Gross Profit Margin ................................         29.2%         26.9%
Selling, General & Administrative Expenses .........      106,953        85,963
Administrative Expenses as a % of sales ............         18.7%         18.8%

94% of first quarter 2000 sales were to Prairie  Naturals  Inc., a related party
wholesale distributor for which the Company manufactures private label products.
The Company has an verbal  arrangement to manufacture,  on an as-ordered  basis,
private label products that Prairie Naturals Inc.  distributes under the Prairie
Naturals  Inc.  name.  The Company  also has an  exclusive  written  contract to
manufacture one product that Prairie Naturals Inc, distributes for a third party
private label.

Operating  margins in first quarter 2000 were 29% of sales  revenue  compared to
27% for first  quarter  1999.  Cost of Sales  includes the cost of raw materials
used in  manufacturing,  production  labor  costs  and an  applicable  share  of
overhead expenses. General and administrative expenses were approximately 19% of
sales in first quarter 2000 and 1999.

The Company  anticipates  realizing  economies  of scale as  production  volumes
increase.  Selling,  general and  administrative  expenses  include  advertising
expenses  which will  increase  due to the  Company's  plan to expand  marketing
efforts.

LIQUIDITY  AND  CAPITAL   RESOURCES  -  The  Company  requires  working  capital
principally  to fund its current  operations for which the Company has relied on
short-term and long-term borrowings.

The Company's  working  capital ratio was 0.73:1 as at March 31, 2000.  Finished
goods inventory balances at March 31, 2000 were minimal.  Generally, the Company
has been  shipping  goods  immediately  upon  completion.  As  business  volumes
increase, finished goods inventory will be required to be kept on hand.

<PAGE>

Current liabilities include a $65,000 ($95,000 Canadian) promissory note payable
to a party  related to the  shareholder,  which bears  interest at 12% annually.
These funds are repayable on demand however, the request for repayment occurring
at this time is not expected.

Also  included  in  current  liabilities  is a  $415,000  note  payable to third
parties, which bear interest at 1% over prime(9%).  These funds are repayable on
demand however,  the Company has the option to repay the amounts with options to
purchase shares of the Company's common stock or with section 144 shares.

The  Company  has  a  small  business  loan   outstanding   with  a  balance  of
approximately $135,000 ($196,000 Canadian) as at March 31, 2000. This loan bears
interest at 10.15% over a 5 year term.  Only the principal  portion of this loan
that is  repayable  in the next  fiscal  year has been  included  in the working
capital calculations.

The Company acquired an additional $184,000 of manufacturing  equipment in first
quarter 2000 and anticipates  acquiring and additional $30,000 in fiscal 2000 in
order to meet demands for new private  label sales.  Plant  renovations  costing
$35,000 are also  expected to be completed in fiscal  2000.  These  expenditures
will be financed  through private  placement of shares.  Increased sales volumes
will also necessitate  hiring additional  operations,  sales and  administrative
personnel.

Cash flows.  Operating  activities  used cash of  approximately  $70,000 for the
three months ended March 31, 2000.

Investing  activities  have used cash of  approximately  $184,000  for the three
months ended March 31, 2000.  Investing activities primarily represent purchases
of manufacturing equipment and office equipment.

Financing  activities  provided  cash of  approximately  $380,000  for the three
months ended March 31, 2000.  Financing  activities primarily represent proceeds
from short-term demand notes with interest at rates from 10% to 12%.

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.

EFFECT OF  INFLATION - The Company does not  anticipate  any  financial  impact,
whether beneficial or detrimental, as a result of inflation.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         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.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         The Company  filed a report on Form 8-K  reporting  "Item 1. Changes in
Control of the registrant " on May 2, 2000.

<PAGE>
                                   SIGNATURES

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

                             LAREDO INVESTMENT CORP.
                                  (Registrant)






DATE:     MAY 15, 2000                        BY:    /S/ RICHARD PIERCE
       --------------------                       ---------------------
                                 Richard Pierce

                                                     President, C.E.O., Director

DATE:     MAY 15, 2000                        BY:    /S/ MARC CASAVANT
       --------------------                       --------------------
                                  Marc Casavant

                                     C.F.O.