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: June 30, 2002
                                                ----------------

             [ ] 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 11405 - 201A Street, Maple Ridge, British Columbia V2X 0Y3
                    (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:  July 31, 2002  35,300,000
                                                     ---------------------------

        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 June 30, 2002 and December 31, 2001,  and the related  statements of
operations for the three and six month periods ended June 30, 2002 and 2001, and
cash  flows for the six  month  periods  ended  June 30,  2002 and  2001.  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 accounting principles generally accepted in the United States.

                                                   Respectfully submitted



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

Salt Lake City, Utah
July 31, 2002


<PAGE>

                             LAREDO INVESTMENT CORP.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
ASSETS
Current Assets:
<S>                                                            <C>              <C>
Cash and cash equivalents                                      $             -  $            -
Receivables                                                            738,360         581,672
Inventory                                                              351,534         576,050
Prepaid expense                                                          5,251           3,956
                                                               ---------------  --------------

     Total Current Assets                                            1,095,145       1,161,678
                                                               ---------------  --------------

Fixed Assets:
Manufacturing Equipment                                                578,415         577,204
Office Equipment                                                        21,662          21,095
Furniture & Fixtures                                                     3,525           3,525
Leasehold improvements                                                  41,814          41,814
                                                               ---------------  --------------
                                                                       645,416         643,638
Less Accumulated Depreciation                                         (127,065)       (105,882)
                                                               ---------------  --------------
                                                                       518,351         537,756
                                                               ---------------  --------------

Other Assets:
Intangible Assets, Net                                                   3,334          11,667
                                                               ---------------  --------------

     TOTAL ASSETS                                              $     1,616,830  $    1,711,101
                                                               ===============  ==============
</TABLE>

<PAGE>

                             LAREDO INVESTMENT CORP.
                                 BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>


                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
LIABILITIES
Current Liabilities:
<S>                                                            <C>              <C>
Accounts Payable and Accrued Liabilities                       $       413,945  $      808,641
Bank Overdraft                                                          71,646          71,071
Bank Line                                                                    -          43,953
Short-Term Loans & Notes Payable                                        19,150         615,011
Related Party Loans                                                     81,822          73,502
Shareholder Payables                                                     6,798           8,322
Current Portion Long-Term Debt                                          45,923          41,068
                                                               ---------------  --------------

     Total Current Liabilities                                         639,284       1,661,568
                                                               ---------------  --------------

Long-Term Debt                                                          58,763          67,808
Lease Obligations                                                       55,613          63,859
                                                               ---------------  --------------

     Total Liabilities                                                 753,660       1,793,235
                                                               ---------------  --------------

STOCKHOLDERS EQUITY
Common Stock - $0.001  par  value,
   100,000,000  shares  authorized,  35,300,000
   shares issued and outstanding
   at June 30, 2002 and December 31, 2001.                              35,300          32,200
Additional Paid-in Capital                                             645,050          28,150
Currency Translation Adjustment                                         17,015          28,262
Retained Earnings (Deficit)                                            165,805        (170,746)
                                                               ---------------  --------------

     Total Stockholders' Equity                                        863,170         (82,134)
                                                               ---------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $     1,616,830  $    1,711,101
                                                               ===============  ==============
</TABLE>











                       See accompanying notes and accountants' report.


<PAGE>

                             LAREDO INVESTMENT CORP.
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                 For the three months ended       For the six months ended
                                          June 30,                        June 30,
                               ------------------------------- -------------------------------
                                    2002            2001            2002             2001
                               --------------  --------------- ---------------  --------------
REVENUES
<S>                            <C>             <C>             <C>              <C>
Sales                          $      875,917  $       747,409 $     2,034,891  $    1,313,410
Cost of Sales                         538,890          473,536       1,328,168         832,942
                               --------------  --------------- ---------------  --------------
Gross Margin                          337,027          273,873         706,723         480,468

EXPENSES
   Selling & Marketing                  6,662            6,152          15,680          22,988
   General & Administrative           205,318          180,854         349,011         326,016
                               --------------  --------------- ---------------  --------------
                                      211,980          187,006         364,691         349,004
                               --------------  --------------- ---------------  --------------

Net Income from Operations            125,047           86,867         342,032         131,464
                               --------------  --------------- ---------------  --------------

Other Income (Expense)
   Interest, Net                      (18,127)         (18,857)        (35,472)        (42,801)
   Currency Exchange, Net              35,529          (17,852)         29,991         (22,648)
                               --------------  --------------- ---------------  --------------

Net Income (Loss)
  Before Income Taxes                 142,449           50,158         336,551          66,015
Income Tax Expense                          -                -               -               -
                               --------------  --------------- ---------------  --------------

NET INCOME (LOSS)              $      142,449  $        50,158 $       336,551  $       66,015
                               ==============  =============== ===============  ==============

Earnings Per Common Share                   -                -               -               -
                               ==============  =============== ===============  ==============
</TABLE>















                       See accompanying notes and accountants' report.


<PAGE>

                             LAREDO INVESTMENT CORP.
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  For the six months ended
                                                                          June 30,
                                                               -------------------------------
                                                                    2002             2001
                                                               ---------------  --------------
Cash Flows From Operating Activities
<S>                                                            <C>              <C>
   Net income (loss) for the period                            $       336,551  $       66,015
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Currency Translation Adjustment                                   (11,246)          6,430
     Depreciation and Amortization                                      29,516          28,819
     Decrease (Increase) in Receivables                               (156,687)         69,287
     Decrease (Increase) in Inventory                                  224,516         (72,074)
     Decrease (Increase) in Prepaid Expense                             (1,295)           (771)
     (Decrease) in Accounts Payable & Accrued Liabilities             (353,830)        137,873
     Increase (Decrease) in Bank Overdraft                                 575        (230,297)
                                                               ---------------  --------------
Net Cash Provided by (Used in) Operating Activities                     68,100           5,282
                                                               ---------------  --------------

Cash Flows From Investing Activities
   Purchase of Property and Equipment                                   (1,779)         (2,397)
                                                               ---------------  --------------
Net Cash Used by Investing Activities                                   (1,779)              -
                                                               ---------------  --------------

Cash Flows From Financing Activities
   Proceeds/Payments on Bank Line                                      (43,953)         12,433
   Payments on Shareholder Payables                                     (1,524)              -
   Principle Payment on Long-term Debt                                 (11,159)        (15,318)
   Principle Payment on Capital Lease Obligations                       (9,685)              -
                                                               ---------------  --------------
Net Cash Provided by (Used in) Financing Activities                    (66,321)         (2,885)
                                                               ---------------  --------------

Increase (Decrease) in Cash                                                  -               -
Cash at beginning of period                                                  -               -
                                                               ---------------  --------------
Cash at End of Period                                          $             -  $            -
                                                               ===============  ==============


Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period                             $        11,591  $        8,520
                                                               ===============  ==============
   Income taxes paid during the period                         $             -  $            -
                                                               ===============  ==============

Supplemental Disclosure of Non-cash Investing and Financing Activities:
   Shares issued in satisfaction of notes payable              $       620,000  $            -
                                                               ===============  ==============
</TABLE>







                       See accompanying notes and accountants' report.


<PAGE>



                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        This summary of  accounting  policies for Laredo  Investment  Corp.  and
Subsidiaries  ( 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.

Interim Financial Statements

        The unaudited financial statements as of June 30, 2002 and for the three
and six 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 and six  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  CompanyLaredo  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 Laredo's restricted common stock.
The transaction was recorded as a reverse  acquisition.  GFR was incorporated in
March 1997 as Helm  Developments Ltd. In June 1998, the Company formally changed
its name to GFR  Nutritionals  Ltd. GFR was 100% owned by the President and CEO,
Richard  Pierce from inception  until January 17, 2000,  when a 10% interest was
acquired by Lucretia  Schanfarber.  Business  operations  began in October  1998
after acquiring manufacturing equipment and arranging to manufacture nutritional
supplements under a private label contract.

        On June 21, 2000, the Company entered into an Acquisition Agreement with
Nutritionals (USA) Direct.Com, a Washington corporation,  (NDC), to acquire 100%
of the outstanding  common stock of NDC in exchange for $1,000.  The transaction
has been recorded as a purchase.








<PAGE>



                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (Continued)


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

        On July 12, 2000, the Company entered into an Acquisition Agreement with
WST Web Search Technologies, Inc., a Saskatchewan corporation, (WST), to acquire
100% of the  outstanding  common stock of WST in exchange for  10,000,000  newly
issued  shares of the  Company's  restricted  common stock  (3,000,000  from the
treasury and 7,000,000 from the Company's  President).  The transaction has been
recorded as a purchase. On May 7, 2002, the company rescinded the acquisition of
WST.  WST had no  operations  during  the  time the  Company  owned  it.  In the
disposition,  the Company  exchanged  100% of its shares of WST in exchange  for
10,000,000  shares  of the  Company,  3,000,000  shares  to be  returned  to the
treasury and cancelled,  and 7,000,000 to be returned to the Company's President
Richard Pierce.

        On November 1, 2000, the Company  entered into an Acquisition  Agreement
with R & L  Health,  Inc.  (formerly  Prohealth  Nutritionals  Ltd.),  a British
Columbia corporation,  (R&L), to acquire 100% of the outstanding common stock of
R&L in exchange for $0.01. The transaction has been recorded as a purchase.

Principles of Consolidation

        The consolidated financial statements for December 31, 2001 and the year
ended include the accounts of Laredo  Investment  Corp. and the following wholly
owned subsidiaries:

*       GFR Nutritionals, Ltd., a British Columbia corporation
*       Nutritionals(USA) Direct.com, a Washington corporation
*       WST Web Search Technologies, Inc., a Sasketchewan corporation
*       Prohealth Nutritionals Ltd.,  a British Columbia corporation

        The results of subsidiaries  acquired  during the year are  consolidated
from their effective dates of acquisition.  The results of subsidiaries disposed
of during the year are consolidated through their effective dates of disposition

        All  significant  inter-company  accounts  and  transactions  have  been
eliminated.

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.






<PAGE>



                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (Continued)


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

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.

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                     10-20 years
Furniture and fixtures                        5-7 years
Office equipment                              3-5 years
Leasehold improvements                    Term of lease

        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  (un-discounted  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 SIX MONTHS ENDED JUNE 30, 2002
                                   (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 remeasurement/translation

        The  Company's  primary  functional  currency  is the  Canadian  dollar.
Monetary  assets  and  liabilities  resulting  from  transactions  with  foreign
suppliers and customers are  remeasured at year-end  exchange  rates.  All other
assets,  liabilities,  and  stockholders'  equity are  remeasured  at historical
exchange rates for past  transactions and at year-end exchange rates for current
and future  transactions.  Revenue and expense  accounts are  remeasured  at the
average exchange rates in effect during the year, except those related to assets
and   liabilities,   which  are   remeasured  at  historical   exchange   rates.
Remeasurement gains and losses are included in income.

        The  Company's  reporting  currency is the U.S.  dollar.  Balance  sheet
accounts  are  translated  at  year-end  exchange  rates and revenue and expense
accounts are translated at the average exchange rates in effect during the year.
Translation   gains  and  losses  are  included  as  a  separate   component  of
stockholders' equity.

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.

Concentrations of Credit Risk

        The  Company  has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

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.



<PAGE>



                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (Continued)


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

Reclassifications

        Certain   reclassifications   have  been  made  in  the  2001  financial
statements to conform with the 2002 presentation.

Earnings (Loss) per Share

        The  reconciliations  of the  numerators and  denominators  of the basic
income (loss) per share computations are as follows:
<TABLE>
<CAPTION>

                                                                                  Per-Share
                                                   Income          Shares           Amount
                                                   ------          ------           ------
                                                 (Numerator)    (Denominator)

                                                  For the three months ended June 30, 2001
Basic & Diluted Earnings per Share
<S>                                            <C>                  <C>         <C>
Income to common shareholders                  $        50,158      32,200,000  $            -
                                               =============== ===============  ==============

                                                  For the three months ended June 30, 2002
Basic & Diluted Earnings per Share
Income to common shareholders                  $       142,449      32,234,066  $            -
                                               =============== ===============  ==============

                                                   For the six months ended June 30, 2001
Basic & Diluted Earnings per Share
Income to common shareholders                  $        66,015      32,200,000  $            -
                                               =============== ===============  ==============

                                                   For the six months ended June 30, 2002
Basic & Diluted Earnings per Share
Income to common shareholders                  $       336,551      32,217,127  $       0.01
                                               =============== ===============  ==============
</TABLE>
        The Company has no outstanding  dilutive  common stock  equivalents  for
June 30, 2002 and 2001.








<PAGE>



                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (Continued)


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

Stock Compensation for Non-Employees

        The Company accounts for the fair value of its stock compensation grants
for  non-employees in accordance with FASB Statement 123. The fair value of each
grant is equal to the market price of the  Company's  stock on the date of grant
if an  active  market  exists  or  at a  value  determined  in  an  arms  length
negotiation between the Company and the non-employee.

NOTE 2 - INVENTORY

        As of June 30, 2002 and  December 31,  2001,  Inventory  consists of the
following:


                                        2002            2001
                                   --------------  --------------
Raw materials                      $      276,217  $      491,764
Work in process                            75,317          84,286
                                   --------------  --------------
Total Inventory                    $      351,534  $      576,050
                                   ==============  ==============

NOTE 3 - INCOME TAXES

        As  of  December  31,  2001,  the  Company  had  a  net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $170,000 that
may be offset against future taxable income through 2021. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 4 - RELATED PARTY TRANSACTIONS

        As at June 30, 2002 and December 31, 2001,  shareholder payables include
approximately $6,798 ($10,324 Canadian) and $8,322 ($13,254 Canadian) owing to a
major shareholder.










<PAGE>



                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (Continued)

NOTE 5 - SHORT-TERM OBLIGATIONS
<TABLE>
<CAPTION>
                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
Promissory note, repayable to related parties upon
<S>                                                            <C>              <C>
   demand, including interest at 12%                           $        81,822  $       73,502
Working Capital Loans, repayable in stock or options upon
    demand including interest at 1% over prime                          19,150         615,011
                                                               ---------------  --------------

Total                                                          $       100,972  $      688,513
                                                               ===============  ==============
</TABLE>
        The Company has a line of credit with a bank with a total  amount  owing
of $0 and $43,953 as of June 30, 2002 and December 31, 2001  respectively.  This
line  carries an  interest  rate of Prime Plus 1.5  (approximately  5.50%) and a
total available credit of $98,769 ($150,000 Canadian) at June 30, 2002. The line
is secured by certain manufacturing equipment of the Company.

NOTE 6 - LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
TDBank Small Business loan, repayable in monthly
  instalments $2,616 ($3,973 Canadian), including
  interest at 10.15%, maturing March 15, 2004,
  secured by certain  manufacturing  equipment
<S>                                                            <C>              <C>
  of the Company                                               $        82,846  $       89,642

Less current portion of long-term debt                                  24,083          21,834
                                                               ---------------  --------------

                                                               $        58,763  $       67,808
                                                               ===============  ==============
</TABLE>
        Principal  payments  due on  long-term  debt for each of the five  years
subsequent to December 31, 2001 and thereafter are as follows:


     Year ending:           Amount
----------------------  --------------
         2002           $       21,834
         2003                   24,156
         2004                   26,725
         2005                   16,927
         2006                        -
      Thereafter                     -
                        --------------
        Total           $       89,642
                        ==============
<PAGE>

                             LAREDO INVESTMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (Continued)

NOTE 7 - ECONOMIC DEPENDENCE

        The Company sells a substantial  portion of its product to one customer.
During  2002  and  2001,  sales  to  that  customer   aggregated  56%  and  55%,
respectively.  As of June 30, 2002 and December 31, 2001,  amounts due from that
customer included in accounts receivable were 48% and 45%, respectively.  Future
operations  of  the  Company  depend  on  continuation   of  the   manufacturing
arrangement with that customer.

NOTE 8 - COMMITMENTS

        The Company has entered into a lease agreement for its manufacturing and
office facilities and certain  manufacturing  equipment with the Company's major
shareholder  and other  parties.  The rental charges are  approximately  $39,508
($60,000 Canadian) per year for real property and $32,676 ($49,625 Canadian) per
year for equipment.  The real property lease expires  December 31, 2003, and the
equipment lease expires June 30, 2005.

        The minimum  future lease  payments under these leases for the next five
years are:


   Twelve Months                                 Real Property      Equipment
   Ended June 30:
--------------------                             -------------------------------
        2002                                     $       39,508  $        32,676
        2003                                             39,508           32,676
        2004                                                  -           32,676
        2005                                                  -           16,338
        2006                                                  -                -
                                                 --------------  ---------------
        Total minimum future lease payments      $       79,016  $       114,366
                                                 ===============================

        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 9 - STOCK INCENTIVE PLAN

        The Board of Directors has  authorized  and the Company has  established
the 2002  Non-  qualified  Stock  Option  Plan.  Under the plan the  Company  is
authorized to issued up to 10,000,000  shares of the Company's common stock with
such exercise price and vesting periods as the Board of Directors deems to be in
the best  interest  of the  Company.  As of June 30,  2002,  options to purchase
3,100,000  shares at $.20 per share have been granted and exercised.  As of June
30, 2002 there are no  outstanding  options to purchase  shares of the Company's
common stock.




<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

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.  Laredo  is  also  pursuing
opportunities for direct sales to consumers through the Internet.

Liquidity and Capital Resources

Laredo's  working  capital  ratio was 1.71 at June 30, 2002  compared to 0.70 at
December 31, 2001. Key contributing factors for this change were the decrease in
current  liabilities of  approximately  $1,022,000  which included a decrease in
accounts payable and accrued expenses of approximately $395,000, the issuance of
stock in satisfaction of $620,000 in short term loans and notes payable, and the
decrease in the bank line of approximately $44,000.

Current liabilities include a $81,822 promissory note payable to a party related
to the major 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.

Laredo has a small  business  loan  outstanding  with a balance of $82,846 as at
June 30, 2002. This loan bears interest at 10.15% and matures on March 15, 2004.

Laredo anticipates  acquiring an additional $300,000 of manufacturing  equipment
in 2002 in order to meet demands for new private label sales.  Plant renovations
costing  $20,000 are also expected to be completed in 2002.  These  expenditures
may be financed  through  private  placement of shares.  Increased sales volumes
will also necessitate  hiring additional  operations,  sales and  administrative
personnel.

Results of Operations
<TABLE>
<CAPTION>
                                 For the three months ended       For the six months ended
                                          June 30,                        June 30,
                               ---------------------------------------------------------------
                                    2002            2001            2002             2001
                               --------------  --------------- ---------------  --------------
<S>                            <C>             <C>             <C>              <C>
Sales                          $      875,917  $       747,409 $     2,034,891  $    1,313,410
Cost of Sales                         538,890          473,536       1,328,168         832,942
Gross Profit                          337,027          273,873         706,723         480,468
Gross Profit Margin                    38.48%           36.64%          34.73%          36.58%
Administrative Expenses               205,318          180,854         349,011         326,016
Administrative Expenses as a           23.44%           24.20%          17.15%          24.82%
% of sales
</TABLE>
For the three months ended June 30, 2002,  sales were $128,508  higher than 2001
and are expected to continue to grow during 2002.  For the six months ended June
30, 2002,  sales were $721,481  higher than 2001 and are expected to continue to
grow during 2002. During 2002 and 2001, 56% and 55% of sales,  respectively were
to Prairie Naturals Inc., a wholesale  distributor for which Laredo manufactures
private label products.  Laredo has a verbal  arrangement to manufacture,  on an
as-ordered basis,  private label products that Prairie Naturals Inc. distributes
under the Prairie


<PAGE>



Naturals Inc. name. Laredo also has an exclusive written contract to manufacture
one product that Prairie  Naturals  Inc,  distributes  for a third party private
label.

Operating  margins for the three months ended June 30, 2002 were 38.48% of sales
revenue, 1.84% higher than 2001. Operating margins for the six months ended June
30, 2002 were  34.73% of sales  revenue,  1.85%  lower than 2001.  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  for the three  months ended June 30, 2002
were 23.44% of sales in 2002, 0.76% lower than 2001.  General and administrative
expenses  for the six months  ended June 30,  2002 were 17.15% of sales in 2002,
7.67%  lower than  2001.  Laredo  anticipates  realizing  economies  of scale as
production  volumes  increase.   Administrative   expenses  include  advertising
expenses  which  decreased  during  2002 but are  expected  to  increase  due to
Laredo's plan to expand marketing efforts.

Effect of Inflation

Laredo  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

        None.

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

        99.1    CEO Certification
        99.2    CFO Certification

        The Company did not file a report on Form 8-K during the past quarter.



<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:     August 9, 2002              By:    /s/ Richard Pierce
       ----------------------             --------------------------------------
                                            Richard Pierce
                                            President, C.E.O., Director
                                            (Principal Executive and Accounting
                                             Officer)