U.S. Securities and Exchange Commission

                              Washington, Dc 20549

                                   Form 10-KSB


           [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                   For the fiscal year ended December 31, 2003
                                             -----------------

                        Commission file number 000-27959

                             LAREDO INVESTMENT CORP.
                             -----------------------
                 (Name of small business issuer in its charter)


           Nevada                                     77-0517964
--------------------------------            ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

         Suite11405 - 201A Street, Maple Ridge, British Columbia V2X 0Y3
             (Address of principal executive office) Zip/Postal Code

         Issuer's telephone number: (604) 460-8440

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)


         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the  Exchange  Act during the  preceding 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes (
X ) NO ( ).

         Check here if there is no disclosure  of delinquent  filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. ( X )

         Issuer's revenues for its most recent fiscal year, were $5,042,189.



<PAGE>



         Issuer's Common Shares outstanding at December 31, 2003 was 32,398,460.
The  aggregate  market  value of voting and  non-voting  common  equity  held by
non-affiliates  as of March  25,  2003  was  $1,300,369,  computed  based on the
average bid and asked price of such common equity as of December 31, 2003.

         Except for the historical information contained herein, the matters set
forth in this Form 10- KSB are forward looking  statements within the meaning of
the "Safe Harbor" provision of the Private  Securities  Litigation Reform Act of
1995.  These  forward-looking  statements are subject to risk and  uncertainties
that may cause  actual  results  to  differ  materially.  These  forward-looking
statements  speak  only  as of the  date  hereof  and  Laredo  Investment  Corp.
disclaims any intent or obligation to update these forward-looking statements.

Documents Incorporated by Reference:  Certain exhibits



                                        2

<PAGE>



Item 1.           Description of Business.

Business Development

Laredo Investment Corp. (Laredo) was incorporated under the laws of the State of
Nevada on December 18, 1996.  Laredo ceased all operating  activities during the
period from  December 18, 1996 to July 9, 1999 and was  considered  dormant.  On
July 9, 1999, Laredo obtained a Certificate of renewal from the State of Nevada.
From July 9, 1999 to January 21, 2000, Laredo was in the development stage.

On January 21, 2000,  Laredo  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.  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, Laredo 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.

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).  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,  Laredo  entered into an  Acquisition  Agreement with R & L
Health,  Inc., a British  Columbia  corporation,  (R&L),  to acquire 100% of the
outstanding common stock of R&L in exchange for $0.01.

Narrative Description of the Business

GFR  Nutritionals  Ltd.,  Laredo's  wholly owned  subsidiary  is an  established
manufacturer of quality nutritional  supplement products.  GFR Nutritionals Ltd,
operates a full service  manufacturing  facility  that  produces  natural-source
nutritional,  vitamin,  mineral,  herbal sports nutrition  products and over the
counter  pharmaceutical  products  which  are sold on a private  label  basis to
wholesale  and retail  clients.  R&L Health Inc.,  Laredo's  wholesale  division
markets products manufactured by GFR to mass market retailers.


                                        3

<PAGE>



Nutritional  supplements  are being  increasingly  recognized by the medical and
scientific communities as an integral component of a healthy lifestyle.  Much of
the growth in this industry is driven by six key factors:

         o        Positive  publicity - For several years,  medical journals and
                  news  reports  have  widely and  consistently  publicized  the
                  positive  effects of  nutritional  supplements.  Many of these
                  reports focus on the correlation  between  consumed  nutrients
                  and the reduced  incidence of certain  diseases.  As a result,
                  the nutritional  supplement  industry has experienced  greater
                  acceptance and popularity.

         o        Increased research - The more the scientific  community learns
                  about the human body, more is proved that an individual's diet
                  and health are  undoubtedly  connected.  Government  agencies,
                  universities,  and  private  companies  are  increasing  their
                  sponsorship of research  assessing the benefits of nutritional
                  supplements and herbs.

         o        Favorable  regulatory  environment - The US Dietary Supplement
                  Health and Education  Act (DSHEA)  created a set of guidelines
                  specific  to  the  supplement   industry  and   established  a
                  regulatory  environment  which  allows  responsible  nutrition
                  companies to thrive and allows the industry to regulate itself
                  with  supervision by the FDA.  Health Canada has followed suit
                  and  defined   Good   Manufacturing   Practices,   with  which
                  compliance in the industry is voluntary.

         o        Mass market distribution - Nutritional supplements,  including
                  all-natural  products,   vitamins,  minerals  and  herbs,  are
                  increasingly  sold in mass volume retail  stores.  Due to this
                  new market channel,  millions of shoppers are exposed to these
                  products as they are introduced into the mainstream.

         o        Ageing of the  population - The largest  demographic  group in
                  the history of North America is now turning 50 years old. Over
                  the  next  15  years,  approximately  80  million  more  "baby
                  boomers" will join this group of individuals who are concerned
                  with preserving their health and fitness,  directly increasing
                  the demand for nutritional supplements.

         o        Trend  toward   preventative  care  -  The  collective  health
                  consciousness  of the population  that began over 20 years ago
                  is gaining  momentum  and,  along with  regular  exercise,  it
                  embraces nutritional supplements.

According to the Nutrition Business Journal,  the US nutrition  industry,  which
includes natural foods, dietary supplements, and natural personal care products,
has grown  14-16%  annually  over the past two years and is  expected to sustain
double digit growth for the near future.  The Nutrition  Business Journal states
that the US nutrition  industry  generated  $28.8  billion of consumer  sales in
2002. Canadian sales tend to approximate 10% of the US market.


                                        4

<PAGE>



Principal  Products:  Laredo currently  manufactures  300 different  products in
capsule, tablet, powder, and liquid form. GFR specializes in production of:

         -        Vitamin and mineral formulations
         -        Indication and herbal formulas (nutritional and herbal)
         -        Nutritional herbal formulas for women
         -        Nutritional herbal formulas for men
         -        "Boomer nutrition" - nutritional and herbal formulas for 50+
         -        Sports nutrition products
         -        Family fitness products
         -        Weight loss and diet products
         -        Soy and whey protein shakes
         -        Green food powders
         -        Daily nutrient packets

Markets:  Established  market  channels  for  nutritional  products  within  the
industry  include  distribution  through health food retail stores,  mass market
retail through department and grocery stores, multi-level marketing, mail order,
health practitioners, and the Internet.

Currently,  Laredo  manufactures  nutritional  supplements  under  private label
contracts with wholesale  distributors.  During 2003 and 2002, one private label
customer has comprised 49% and 58%, respectively of Laredo's sales.

Laredo's primary goal is to achieve a level of annual revenues in excess of $6.5
million by the fiscal year ended 2004 resulting from expanded  marketing efforts
and vertical  integration  through  acquisitions and expansion into new markets.
Laredo is also pursing opportunities to market direct sales to consumers through
the Internet.

Competition:  The  main  competitors  in the  Canadian  natural  health  product
industry are privately  owned  corporations.  A couple of larger  companies that
manufacture their products for retail distribution are Jamieson Laboratories and
Natural  Factors.  There  are also many  companies  which  manufacture  only for
private  label  sales.  Many  smaller  manufacturers  have their  products  sold
strictly in specialty health food and nutrition stores.

Natural health product manufacturing has significant cost barriers for new start
up companies.  Start up costs include set up of manufacturing facilities through
purchase of equipment,  acquiring skilled labor and research and  implementation
of processes acceptable to government standards.

Regulation:  In both the US and Canada,  the natural health products industry is
self  regulating.  In Canada,  products are not required to be approved prior to
introduction to the market, however Health Canada has defined Good Manufacturing
Practices, with which compliance is voluntary.  Health Canada has indicated that
stricter  regulations  for  natural  health  products  will be enacted in future
years.

In 1996,  US Congress  enacted the Dietary  Supplement  Health and Education Act
(DSHEA) which included a set of guidelines  specific to the supplement  industry
and established a self regulatory

                                        5

<PAGE>



environment for the industry.

Employees:  Laredo currently has 49 employees.  Executive  management and office
administration  personnel are comprised of 15 individuals.  Operations personnel
is made  up of 34  individuals,  including  the  Quality  Control  Director  and
Production  Manager.  Future employees will be hired as dictated by increases in
business volume.


Item 2.           Description of Property.

Laredo's  operations  are  located  in a  building  that  is  owned  by a  major
shareholder.  The lease  agreement  is for a two year term ending  December  31,
2005.  Under  the terms of the  lease  agreement,  the  monthly  rent  charge is
approximately $3,750 ($5,000 Canadian), and Laredo is responsible for paying the
property taxes,  utility charges,  and any costs of repair and maintenance.  Any
repairs and  maintenance  expenses  paid for by the landlords are required to be
reimbursed by Laredo at cost plus 15%. All other terms are consistent with those
standard to lease agreements.

Both Laredo's administration office and manufacturing  operations are located in
the same premises.  The total square footage of the building is 10,000. The area
used by manufacturing  currently  comprises 3,625 of that total. In management's
opinion,  the space leased is sufficient to support  operational  growth for the
foreseeable future.  Currently,  production is only run on one shift per day for
five days each week.  Production  shifts can be  increased to a maximum of three
shifts  per day for seven  days each week and still be  accommodated  within the
current space.  The only potential  requirement for additional space could arise
due to stock held on hand as business volumes increase.

During 2002,  Laredo  entered into a lease  agreement for warehouse  space.  The
lease is month to month with a six month notice of termination clause. Under the
terms of the lease agreement,  the monthly rent charge is  approximately  $4,125
($5,500 Canadian).


Item 3.           Legal Proceedings.

None


Item 4.           Submission of Matters to a Vote of Security Holders.

No matters were  submitted  for a vote of security  holders of Laredo during the
fourth quarter of the fiscal year ended December 31, 2003.



                                        6

<PAGE>



                                     Part II


Item 5.           Market for Common Equity and Related Stockholder Matter.

Market Information

Since  December  17,  1999  Laredo's  stock has been  listed for sale on the OTC
Electronic  Bulletin Board under the symbol LRDI. The high and low bid prices of
the Common Stock of Laredo have been as follows:


        Period                                 High                Low
-----------------------                 ------------------  ------------------
      1st Qtr 2002                      $            0.060  $            0.035
      2nd Qtr 2002                                   0.045               0.030
      3rd Qtr 2002                                   0.060               0.030
      4th Qtr 2002                                   0.037               0.020

      1st Qtr 2003                      $            0.160  $            0.020
      2nd Qtr 2003                                   0.180               0.040
      3rd Qtr 2003                                   0.160               0.050
      4th Qtr 2003                                   0.170               0.070

The above  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
markdown, or commission and may not necessarily represent actual transactions.

Holders

There were  approximately  18 holders of  Laredo's  32,398,460  shares of common
stock outstanding as of December 31, 2003.

Dividends

Laredo  has not  declared  any  dividends  since  inception,  and has no present
intention of paying any cash  dividends  on its common stock in the  foreseeable
future. The payment by Laredo of dividends,  if any, in the future, rests within
the  discretion of its Board of Directors  and will depend,  among other things,
upon Laredo's earnings, its capital requirements and its financial condition, as
well as other relevant factors.


Item 6.           Management's Discussion and Analysis.

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.


                                       7

<PAGE>



Liquidity and Capital Resources

Laredo's working capital ratio was 1.52 at December 31, 2003 compared to 1.39 at
December 31, 2002. Key contributing factors for this change were the approximate
$52,000  increase  in accounts  receivable,  a $466,000  increase in  inventory,
decrease  in  short-term  notes  payable  of  approximately  $20,000  which  was
satisfied by issuing 98,460 shares of common stock, a decrease of  approximately
$27,000  in the bank  overdraft  and a decrease  in  shareholder  s payables  of
approximately $27,000.

Current  liabilities  include as of  December  31, 2003 and 2002,  $114,416  and
$83,482  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 $56,455  and
$70,345 as at December 31, 2003 and 2002. This loan bears interest at 10.15% and
matures on March 15, 2004.

Laredo  acquired an  additional  $43,000 of  manufacturing  equipment in 2003 in
order to meet demands for new private  label sales.  An  additional  $125,000 of
manufacturing  equipment  is  expected to be needed in 2004.  Plant  renovations
costing  $9,400 were finished in 2003.  Laredo is also expected to spend $20,000
for plant  renovations  to be  completed in 2004.  Laredo  acquired new software
during 2003 at a cost of $183,000. Increased sales volumes will also necessitate
hiring additional operations, sales and administrative personnel.

Results of Operations


                                                2003                2002
                                         ------------------  ------------------
Sales                                    $        5,042,189  $        3,936,595
Cost of Sales                                     3,712,178           2,619,412
Gross Profit                                      1,330,011           1,317,183
Gross Profit Margin                                   26.38%              33.46%
Administrative Expenses                             889,320             903,139
Administrative Expenses as a % of sales               17.64%              22.94%

For the year ended December 31, 2003, sales were approximately $1,105,594 higher
than 2002 and are expected to continue to grow during 2004. During 2003 and 2002
49% and 58% 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 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 in 2003 were 26.38% of sales revenue,  7.08% lower than 2002.
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  17.64% of sales in 2003,  5.3%  lower than 2003.
Management attributes the increase in costs of sales to manufacturing  equipment
downtime and a markdown on inventory during 2003.

                                        8

<PAGE>



Laredo anticipates  realizing economies of scale as production volumes increase.
Selling and  marketing  expenses  increased  during 2003 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.

Critical Accounting Policies

Our critical  accounting policies are those which we believe require significant
judgements,  often as a result of the need to make estimates about the effect of
matters that are inherently  uncertain.  A discussion of our critical accounting
policies is set forth in the Notes to our Financial  Statements included as part
of this Report.

Recently Enacted and Proposed Regulatory Changes

From time to time, the Financial  Accounting  Standards  Board  ("FASB")  issues
pronouncements  regarding financial  accounting  standards,  including standards
regarding accounting and reporting standards for business combinations and other
matters. For more information regarding the significant  accounting policies and
standards  applicable  to  our  operations,  see  the  Notes  to  the  Financial
Statements.

Item 7.           Financial Statements.

The following financial statements of Laredo are filed under this Item.

Contents                                                                    Page

Independent Auditor's Report...............................................F - 1
                          Consolidated Balance Sheets
 December 31, 2003 and 2002................................................F - 2
                 Consolidated Statements of Operations for the
 Years Ended December 31, 2003 and 2002....................................F - 4
             Consolidated Statement of Stockholders' Equity for the
 Years Ended December 31, 2003 and 2002....................................F - 5
                 Consolidated Statements of Cash Flows for the
  Years Ended December 31, 2003 and 2002...................................F - 6
Notes to Consolidated Financial Statements.................................F - 7

Item 8.           Changes In and Disagreements with Accountants on Accounting
                  and Financial Disclosure.

There have been no  disagreements  with  accountants on accounting and financial
disclosure.


                                        9

<PAGE>



                                    Part III


Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance With Section 16(a) of the Exchange Act.

Business Experience Of Management

Richard Pierce, Age 43, President and CEO

Mr. Pierce is the President and Chief Executive Officer of Laredo In his role he
oversees all aspects of operations, administration and financing of Laredo.

Mr. Pierce has almost 16 years experience in the natural health  industry.  From
1997 to 1998,  prior to founding GFR  Nutritionals  Ltd., Mr. Pierce worked as a
Business  Development  Coordinator  for  Integrated  Equity  Management.  He was
involved in marketing bridge financing arrangements to private corporations. For
one year spanning 1996 and 1997, Mr. Pierce worked as an Industry Consultant for
Natraceuticals  Inc. He  specialized  in the  development  and  marketing of new
sports nutrition products.

For ten years prior to joining  Natraceuticals Inc, Mr. Pierce founded and acted
as President  and CEO of NHF  (Nutrion  Health and Fitness  Inc.).  This company
researched,   designed,  formulated,   manufactured  and  marketed  four  sports
nutrition product lines throughout Canada.

In 1983, Mr. Pierce founded  Natural Health  Products and acted as President and
CEO. Natural Health Products designed, formulated, manufactured and marketed the
first sports nutrition line in Atlantic Canada.

Marc Casavant, Age 41, Chief Financial Officer

Mr.  Casavant  joined  Laredo as Chief  Financial  Officer in April 2000 through
April 2001 and from October 2002 to present.  During his absence he took a leave
of abscence.  From March 1998 to April 2000, he was Vice President of Operations
for Basic Sports Nutrition,  Surrey, British Columbia. During 1996 to March 1998
Mr. Casavant served as Plant Manager for Nu-Life Nutrition, Maple Ridge, British
Columbia.  During  1995  through  1997 he was  Controller  of  Nutrion  Health &
Fitness,  Maple Ridge,  British Columbia.  During 1993 to 1995, Mr. Casavant was
Controller of Majestic Marketing Ltd., White Rock,  British Columbia.  From 1989
to 1993, he was the Senior  Accountant for Ebco  Industries,  Ltd., in Richmond,
British  Columbia.  Mr. Casavant obtained a Business  Administration  Diploma in
1985 from Okanagan College, Kellowna, British Columbia.

RoseMarie Pierce, Age 54, Director

Ms. Pierce has been owner  operator of  Sunstreams  Health Foods in Calgary ALTA
since 1998,  and from 1995 to 1998 worked as a pharmacist  at various  locations
for Coop Super Markets in Calgary ALTA.


                                       10

<PAGE>



Audit Committee Financial Expert

         The  Company's  board of  directors  does not have an "audit  committee
financial   expert,"  within  the  meaning  of  such  phrase  under   applicable
regulations  of the  Securities  and Exchange  Commission,  serving on its audit
committee.  The  board of  directors  believes  that all  members  of its  audit
committee are financially literate and experienced in business matters, and that
one or more  members of the audit  committee  are  capable of (i)  understanding
generally accepted accounting principles ("GAAP") and financial statements, (ii)
assessing the general  application  of GAAP  principles  in connection  with our
accounting for estimates,  accruals and reserves, (iii) analyzing and evaluating
our  financial   statements,   (iv)  understanding  our  internal  controls  and
procedures  for  financial  reporting;  and (v)  understanding  audit  committee
functions,  all of which are attributes of an audit committee  financial expert.
However,  the board of directors  believes that there is not any audit committee
member who has obtained these attributes through the experience specified in the
SEC's definition of "audit committee financial expert." Further, like many small
companies,  it is difficult  for the Company to attract and retain board members
who qualify as "audit  committee  financial  experts," and competition for these
individuals is significant.  The board believes that its current audit committee
is able to  fulfill  its  role  under  SEC  regulations  despite  not  having  a
designated "audit committee financial expert."


Item 10.          Executive Compensation.

Summary Compensation Table

For the year ended December 31, 2003 and 2002, the President and CEO received in
compensation $72,000 ($96,000Canadian) and $60,775 ($96,000 Canadian) and $7,200
($9,600 Canadian) and $6,028 ($9,600 Canadian) in Automobile  allowance pursuant
to an oral agreement.

Laredo has not granted any options to Directors, Officers, or Key Personnel.

Compensation Of Directors

The members of Laredo's Board of Directors are  reimbursed  for actual  expenses
incurred in attending Board meetings.

Item 11.         Security Ownership of Certain Beneficial Owners and Management.

Security  Ownership of Management  and Certain  Beneficial  Owners  holding five
percent or greater of the  32,398,460  shares of common stock  outstanding as of
December 31, 2003.
<TABLE>
<CAPTION>
      Title of                  Name and Address                     Amount and Nature                  % of
       Class                  of Beneficial Owner                 of Beneficial Ownership              Class
--------------------  ------------------------------------  -----------------------------------  ------------------
<S>                   <C>                                   <C>                                  <C>
Common                Richard Pierce (1)                                             17,100,000              52.94%
                      President, CEO, Director

                      Lucretia Schanfarber (1)                                        1,900,000               5.88%

                      All officers and Directors                                     17,100,000              52.94%
                      as a Group (3 persons)

(1) c/o Suite 11405 - 201A Street, Maple Ridge, British Columbia V2X 0Y3

</TABLE>


                                       11

<PAGE>

Item 12.   Certain Relationships and Related Transactions.

As at December 31, 2003 and 2002, accounts payable include  approximately $0 ($0
Canadian) and $26,658 ($42,109 Canadian) owing to a major shareholder.

Current  liabilities  include a  $114,416  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's  operations  are  located  in a  building  that  is  owned  by a  major
shareholder  and his parents.  The lease agreement is for a two year term ending
December  31,  2005.  Under the terms of the lease  agreement,  the monthly rent
charge  is  approximately  $45,000  ($60,000  Canadian)  per year and  Laredo is
responsible for paying the property  taxes,  utility  charges,  and any costs of
repair and  maintenance.  Any repairs and  maintenance  expenses paid for by the
landlords  are required to be  reimbursed  by Laredo at cost plus 15%. All other
terms are consistent with those standard to lease agreements.

Laredo  has  also  entered  into a lease  agreement  for  certain  manufacturing
equipment with the Company's  major  shareholder  and other parties.  The rental
charges are approximately  $32,648 ($43,531  Canadian) per year and expires June
30, 2005.

Richard Pierce,  CEO of Laredo and Lucretia  Schanfarber hold contracts with R&L
Health  Inc that  licenses  their  names and  images  to R&L for use on  certain
products.  Each are paid a  quarterly  bonus of 10% of R&L Health  Inc.  profits
before income taxes, depreciation, and amortization are deducted as expenses. As
of December  31,2003  and 2002,  $105,192  and $0 in bonuses  have been paid and
$30,743 and $0 have been accrued.

Item 13.          Exhibits and Reports on Form 8-K.

The following documents are filed as part of this report under Part II, Item 8:

Exhibits as required by Item 601 of Regulation S-B

Exhibit Number             Description

         3.1               Articles of Incorporation as amended (1)

         3.2               Bylaws (1)


                                       12

<PAGE>



         31.1     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         31.2     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         32.1     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.

         32.2     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.


(1)  Incorporated by reference to Laredo's report on Form 10SB12G dated November
5, 1999

(b) Reports of Form 8-K

         On November 2, 2003,  the Company filed a Current  Report,  to announce
         the  removal  of Mr.  Lucretia  Schanfarber  as  member of the board of
         directors under Item 6.

Item 14.  Controls and Procedures

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  annual  report  on Form 10- KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  annual  report on Form  10-KSB  contains  any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading  with respect to the period  covered by this annual
                  report on Form 10-KSB, and

                  (ii) the financial statements, and other financial information
                  included in this annual report on Form 10-KSB,  fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this annual report on Form 10-KSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.







                                       13

<PAGE>



Item 15. Principal Accountants Fees and Services

         The following is a summary of the fees billed to us by Robison,  Hill &
Company for professional services rendered for the years ended December 31, 2003
and 2002:


Service                                    2003                2002
--------------------------------    ------------------   -----------------
Audit Fees                          $           14,850   $          20,685
Audit Related Services                               -                   -
Tax Fees                                             -                 110
All Other Fees                                       -                   -
                                    ------------------   -----------------
Total                               $           14,850   $          20,795
                                    ==================   =================


Audit Fees.  Consists of fees billed for professional  services rendered for the
audits  of  our  financial  statements,  reviews  of  our  interim  consolidated
financial  statements  included in  quarterly  reports,  services  performed  in
connection  with filings with the  Securities & Exchange  Commission and related
comfort letters and other services that are normally provided by Robison, Hill &
Company in connection with statutory and regulatory filings or engagements.

Tax Fees. Consists of fees billed for professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent  Auditors  The  Audit  Committee  is to  pre-approve  all  audit and
non-audit  services  provided by the  independent  auditors.  These services may
include audit services,  audit-related services, tax services and other services
as allowed by law or regulation.  Pre-approval  is generally  provided for up to
one year and any  pre-approval  is  detailed  as to the  particular  service  or
category of services and is generally subject to a specifically approved amount.
The independent  auditors and management are required to periodically  report to
the Audit Committee regarding the extent of services provided by the independent
auditors in accordance with this pre-approval and the fees incurred to date. The
Audit  Committee  may also  pre-approve  particular  services on a  case-by-case
basis.

The  Audit  Committee  pre-approved  100%  of the  Company's  2003  audit  fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final pre-approval rules.


                                       14

<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

LAREDO INVESTMENT CORP.


Dated: April 13, 2004



/s/ RICHARD PIERCE
Richard Pierce, President and C.E.O.


/s/ MARC CASAVANT
Marc Casavant, Chief Financial Officer

/s/ ROSEMARIE PIERCE
RoseMarie Pierce, Director


                                       15

<PAGE>

                             LAREDO INVESTMENT CORP.
                                AND SUBSIDIARIES

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2003 AND 2002





<PAGE>






                                    CONTENTS


                                                                          Page

Independent Auditor's Report..............................................F - 1

Consolidated Balance Sheets
  December 31, 2003 and 2002..............................................F - 2

Consolidated Statements of Operations for the
  Years Ended December 31, 2003 and 2002..................................F - 4

Consolidated Statement of Stockholders' Equity for the
  Years Ended December 31, 2003 and 2002..................................F - 5

Consolidated Statements of Cash Flows for the
  Years Ended December 31, 2003 and 2002..................................F - 6

Notes to Consolidated Financial Statements................................F - 7



<PAGE>









                          INDEPENDENT AUDITOR'S REPORT


Laredo Investment Corp. And Subsidiaries


         We have audited the accompanying  consolidated balance sheets of Laredo
Investment  Corp.  and  Subsidiaries  as of December 31, 2003 and 2002,  and the
related  consolidated  statements of operations,  cash flows, and  stockholders'
equity for the two years ended December 31, 2003. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the financial  position of Laredo Investment
Corp. and  Subsidiaries as of December 31, 2003 and 2002, and the results of its
operations  and its cash  flows for the two years  ended  December  31,  2003 in
conformity with accounting principles generally accepted in the United States of
America.

                                                    Respectfully submitted



                                                    /s/ Robison, Hill & Co
                                                    Certified Public Accountants

Salt Lake City, Utah
April 13, 2004


                                      F - 1

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>




                                                                                          December 31,
                                                                             --------------------------------------
                                                                                    2003                2002
                                                                             ------------------  ------------------
ASSETS
Current Assets:
<S>                                                                          <C>                 <C>
Cash and cash equivalents                                                    $                -  $                -
Accounts Receivable                                                                     735,323             682,987
Inventory                                                                             1,030,190             564,376
Prepaid expense                                                                           4,518              25,170
                                                                             ------------------  ------------------

     Total Current Assets                                                             1,770,031           1,272,533
                                                                             ------------------  ------------------

Fixed Assets:
Manufacturing Equipment                                                                 356,990             343,713
Office Equipment                                                                        222,503              24,429
Furniture & Fixtures                                                                      3,525               3,525
Leasehold improvements                                                                   51,443              41,814
Property Held Under Capital Lease                                                       432,928             401,687
                                                                             ------------------  ------------------
                                                                                      1,067,389             815,168
Less Accumulated Depreciation                                                          (244,503)           (149,147)
                                                                             ------------------  ------------------
                                                                                        822,886             666,021
                                                                             ------------------  ------------------

     TOTAL ASSETS                                                            $        2,592,917  $        1,938,554
                                                                             ==================  ==================
</TABLE>



                                      F - 2

<PAGE>



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




                                                                                          December 31,
                                                                             --------------------------------------
                                                                                    2003                2002
                                                                             ------------------  ------------------
LIABILITIES
Current Liabilities:
<S>                                                                          <C>                 <C>
Accounts Payable and Accrued Liabilities                                     $          881,250  $          646,430
Bank Overdraft                                                                           54,463              81,276
Bank Line                                                                                30,800                   -
Short-Term Loans & Notes Payable                                                              -              19,692
Related Party Loans                                                                     114,416              83,482
Shareholder Payables                                                                          -              26,658
Current Portion of Obligations Under Capital Leases                                      62,333
Current Portion Long-Term Debt                                                           24,275              60,757
                                                                             ------------------  ------------------

     Total Current Liabilities                                                        1,167,537             918,295
                                                                             ------------------  ------------------

Long-Term Debt                                                                           32,180              46,220
Lease Obligations                                                                       159,737             128,770
Deferred Tax Liability                                                                  157,540              83,944
                                                                             ------------------  ------------------

     Total Liabilities                                                                1,516,994           1,177,229
                                                                             ------------------  ------------------

STOCKHOLDERS EQUITY
Common Stock - $0.001 par value, 100,000,000
   shares authorized, 32,398,460 and 32,300,000 shares
   issued and outstanding at December 31, 2003 and 2002.                                 32,398              32,300
Additional Paid-in Capital                                                              667,643             648,050
Currency Translation Adjustment                                                          85,427              (4,683)
Retained Earnings (Deficit)                                                             290,455              85,658
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                       1,075,923             761,325
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $        2,592,917  $        1,938,554
                                                                             ==================  ==================
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      F - 3

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                                       For The Year Ended
                                                                                          December 31,
                                                                             --------------------------------------
                                                                                    2003                2002
                                                                             ------------------  ------------------
REVENUES
<S>                                                                          <C>                 <C>
Sales                                                                        $        5,042,189  $        3,936,595
Cost of Sales                                                                         3,712,178           2,619,412
                                                                             ------------------  ------------------
Gross Margin                                                                          1,330,011           1,317,183

EXPENSES
   Selling & Marketing                                                                  113,487              21,452
   General & Administrative                                                             291,879             538,049
   Consulting                                                                           100,532              44,575
   Depreciation Expense                                                                  95,356              50,766
   Salaries & Wages                                                                     288,066             248,297
                                                                             ------------------  ------------------
                                                                                        889,320             903,139
                                                                             ------------------  ------------------

Net Income from Operations                                                              440,691             414,044
                                                                             ------------------  ------------------

Other Income (Expense)
   Interest, Net                                                                        (45,863)            (57,789)
   Currency Exchange, Net                                                                 1,483               9,433
                                                                             ------------------  ------------------

Net Income (Loss) Before Income Taxes                                                   396,311             365,688
Income Tax (Expense) Benefit                                                           (191,514)           (109,284)
                                                                             ------------------  ------------------

NET INCOME (LOSS)                                                            $          204,797  $          256,404
                                                                             ==================  ==================

Basic Earnings (Loss) Per Share                                              $             0.01  $            0.01
                                                                             ==================  ==================

Weighted Average Shares Outstanding                                                  32,382,706          31,806,849
                                                                             ==================  ==================
</TABLE>







The accompanying notes are an integral part of these financial statements.

                                      F - 4

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                                           Cumulative     Retained
                                                    Common Stock             Paid-In      Translation    Earnings /
                                                 Shares       Par Value      Capital       Adjustment     (Deficit)        Total
                                              -----------    -----------    -----------   -----------    -----------    -----------
<S>                                           <C>            <C>            <C>           <C>            <C>            <C>
Balance at December 31, 2001 ..............    32,200,000    $    32,200    $    28,150   $    28,262    $  (170,746)   $   (82,134)
                                              -----------    -----------    -----------   -----------    -----------    -----------

May 7, 2002, WST shares
cancelled and returned to treasury ........    (3,000,000)        (3,000)         3,000          --             --             --

June 30, 2002, shares issued
as payment of short-term notes
payable ...................................     3,100,000          3,100        616,900          --             --          620,000

Net Income ................................          --             --             --            --          256,404        256,404
Currency Translation ......................          --             --             --         (32,945)          --          (32,945)
                                              -----------    -----------    -----------   -----------    -----------    -----------
Total Comprehensive Income ................          --             --             --         (32,945)       256,404        223,459
                                              -----------    -----------    -----------   -----------    -----------    -----------

Balance at December 31, 2002 ..............    32,300,000         32,300        648,050        (4,683)        85,658        761,325

February 28, 2003, Shares Issued
to retire note payable ....................        98,460             98         19,593          --             --           19,691

Net Income ................................          --             --             --            --          204,797        204,797
Currency Translation ......................          --             --             --          90,110           --           90,110
                                              -----------    -----------    -----------   -----------    -----------    -----------
Total Comprehensive Income ................          --             --             --          90,110        204,797        294,907
                                              -----------    -----------    -----------   -----------    -----------    -----------

Balance at December 31, 2003 ..............    32,398,460    $    32,398    $   667,643   $    85,427    $   290,455    $ 1,075,923
                                              ===========    ===========    ===========   ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F - 5

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                       For The Year Ended
                                                                                          December 31,
                                                                              -------------------------------------
                                                                                     2003               2002
                                                                              ------------------ ------------------
Cash Flows From Operating Activities
<S>                                                                           <C>                <C>
   Net income (loss) for the period                                           $          204,797 $          256,404
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Currency Translation Adjustment                                                      90,110            (32,945)
     Depreciation and Amortization                                                        95,356             54,932
     Decrease (Increase) in Receivables                                                  (52,336)          (101,315)
     Decrease (Increase) in Inventory                                                   (465,814)            11,674
     Decrease (Increase) in Prepaid Expense                                               20,652            (21,214)
     Increase in Accounts Payable & Accrued Liabilities                                  265,753           (134,597)
     Increase (Decrease) in Bank Overdraft                                               (26,813)            10,205
     Increase in Deferred Tax Liability                                                   73,596             83,944
                                                                              ------------------ ------------------
Net Cash Provided by (Used in) Operating Activities                                      205,301            127,088
                                                                              ------------------ ------------------

Cash Flows From Investing Activities
   Purchase of Property and Equipment                                                   (252,221)           (47,420)
                                                                              ------------------ ------------------
Net Cash Used by Investing Activities                                                   (252,221)           (47,420)
                                                                              ------------------ ------------------

Cash Flows From Financing Activities
   Proceeds/Payments on Bank Line                                                         30,800            (43,953)
   Proceeds (Payments) Shareholder Payables                                              (26,658)            18,336
   Proceeds (Payments) Long-term Debt/Capital Lease Obligations                           42,778            (54,051)
                                                                              ------------------ ------------------
Net Cash Provided by (Used in) Financing Activities                                       46,920            (79,668)
                                                                              ------------------ ------------------

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                                           $           29,058  $           57,789
                                                                             ==================  ==================
   Income taxes paid during the period                                       $           28,651  $                -
                                                                             ==================  ==================

Supplemental Disclosure of Non-cash Investing and Financing Activities:
   Equipment acquired through Capital Lease                                  $           73,140  $          124,110
   Stock issued as payment on short-term notes payable                       $           19,691  $          620,000
                                                                             ==================  ==================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F - 6

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 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.

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, Laredo 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.

         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).  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.



                                      F - 7

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


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

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

Principles of Consolidation

         The  consolidated  financial  statements  for December 31, 2003 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
*        R & L Health, Inc.,  a British Columbia corporation

         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.

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.





                                      F - 8

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


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

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.

Revenue recognition

         Revenue is recognized  from sales of product at the time of shipment to
customers.

Advertising Costs

         Advertising is expenses as incurred.

                                      F - 9

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


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

Foreign currency remeasurment/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.


                                     F - 10

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


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

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2002  financial
statements to conform with the 2003 presentation.

Earnings (Loss) per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at December 31, 2003 and 2002.

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 - ACCOUNTS RECEIVABLE

         As of December 31, 2003 and 2002, accounts receivable  consisted of the
following:
<TABLE>
<CAPTION>

                                                          2003               2002
                                                   ------------------  -----------------

<S>                                                <C>                 <C>
Accounts Receivable                                $          817,480  $         757,441
Less: Allowance for Doubtful Accounts                         (82,157)           (74,454)
                                                   ------------------  -----------------

Total Accounts Receivable                          $          735,323  $         682,987
                                                   ==================  =================
</TABLE>

         The allowance for doubtful accounts is based on management  estimate of
75% of receivables over 120 days outstanding.



                                     F - 11

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

NOTE 3 - INVENTORY

         Inventory is valued at lower of cost or market. As of December 31, 2003
and, 2002, inventory consists of the following:
<TABLE>
<CAPTION>
                                                   2003                2002
                                            ------------------  ------------------
<S>                                         <C>                 <C>
Raw materials                               $          861,276  $          481,798

Work in process                                        168,914              82,578
                                            ------------------  ------------------

Total Inventory                             $        1,030,190  $          564,376
                                            ==================  ==================
</TABLE>

NOTE 4 - INCOME TAXES

         The  provision  for income  taxes  consists  of  Canadian  federal  and
provincial and territorial income tax. The provision consists of the following:
<TABLE>
<CAPTION>
Current:                                             2003                 2002
                                               -----------------   ------------------

<S>                                            <C>                 <C>
   Canadian Income Tax                         $         117,918   $           25,340
   Deferred tax liability                                 73,596               83,944
                                               -----------------   ------------------

   Income tax expense                          $         191,514   $          109,284
                                               =================   ==================
</TABLE>

         Deferred taxes result from temporary  differences in the recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  The Company had deferred tax  liability of $157,540 and $83,944 as of
December 31, 2003 and 2002.  The deferred tax  liability is the result of excess
depreciation  for income tax purposes  over the amount for  financial  reporting
purposes.

         The  difference  between the effective  income tax rate and the federal
statutory  income tax rate on the income (loss) from  continuing  operations are
presented below:
<TABLE>
<CAPTION>
                                                                                    2003                2002
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Expense at the federal statutory rate of 37.62%                              $          149,092  $          137,572
Deferred Tax Liability                                                                   73,596              83,944
Benefits from Net Operating Loss and Other                                              (31,174)           (112,232)
                                                                             ------------------  ------------------

Effective Tax Expense                                                        $          191,514  $          109,284
                                                                             ==================  ==================
</TABLE>

                                     F - 12
<PAGE>

                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


NOTE 5 - RELATED PARTY TRANSACTIONS

         As  at  December  31,  2003  and  2002,  shareholder  payables  include
approximately $0 and $26,658 ($42,109 Canadian) owing to a major shareholder.

         Richard Pierce,  CEO of Laredo and Lucretia  Schanfarber hold contracts
with R&L  Health  Inc that  licenses  their  names and  images to R&L for use on
certain  products.  Each are paid a  quarterly  bonus of 10% of R&L Health  Inc.
profits  before income taxes,  depreciation,  and  amortization  are deducted as
expenses. As of December 31, 2003 and 2002, $105,192 and $0 in bonuses have been
paid and $30,743 and $0 have been accrued.

NOTE 6 - SHORT-TERM OBLIGATIONS
<TABLE>
<CAPTION>
                                                                                December 31,        December 31,
                                                                                    2003                2002
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Promissory note, repayable to related parties upon
   demand, including interest at 12%                                         $          114,416  $           83,482

Working Capital Loans, repayable in stock or options upon
    demand including interest at 1% over prime (9.5%)                                         -              19,692
                                                                             ------------------  ------------------

Total                                                                        $          114,416  $          103,174
                                                                             ==================  ==================
</TABLE>

         The Company has a line of credit with a bank with a total  amount owing
of $30,800 and $0 as of  December  31,  2003 and 2002,  respectively.  This line
carries  an  interest  rate of prime  plus 1.5 and a total  available  credit of
$94,961  ($150,000  Canadian)  at  December  31,  2002  and  $192,500  ($250,000
Canadian) as of December 31, 2003. The line is secured by certain  manufacturing
equipment of the Company.









                                     F - 13

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


NOTE 7 - LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                                December 31,        December 31,
                                                                                    2003                2002
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
TDBank Small  Business  loan,  repayab
  le in monthly  instalments  $2,515 ($3,973
  Canadian),  including interest at 10.15%,
  maturing September 15, 2005, secured by certain
  manufacturing equipment of the Company                                     $           56,455  $           70,345

Less current portion of long-term debt                                                   24,275              24,125
                                                                             ------------------  ------------------

                                                                             $           32,180  $           46,220
                                                                             ==================  ==================
</TABLE>

         Principal  payments  due on  long-term  debt for each of the five years
subsequent to December 31, 2003 and thereafter are as follows:


       Year ending:                Amount
---------------------------  ------------------

           2004              $           24,275
           2005                          32,180
           2006                               -
           2007                               -
           2008                               -
                             ------------------
        Thereafter
           Total             $           56,455
                             ==================


NOTE 8 - ECONOMIC DEPENDENCE

         The Company sells a substantial portion of its product to one customer.
During  2003  and  2002,  sales  to  that  customer   aggregated  49%  and  58%,
respectively.  As of December 31, 2003 and 2002,  amounts due from that customer
included  in  accounts  receivable  were  68%  and  66%,  respectively.   Future
operations  of  the  Company  depend  on  continuation   of  the   manufacturing
arrangement with that customer.



                                     F - 14

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

NOTE 9 - COMMITMENTS

         The Company has entered into a lease  agreements for its  manufacturing
and office  facilities  and certain  manufacturing  equipment with the Company's
major  shareholder  and other  parties.  The rental  charges  are  approximately
$45,000  ($60,000  Canadian)  per year for real  property and $81,675  ($108,900
Canadian) per year for equipment.  The real property lease expires  December 31,
2003, and the equipment lease expires June 2005 through December 2008.

         The assets and  liabilities  under  capital  leases are recorded at the
fair value of the asset.  The  assets  are  depreciated  over the lower of their
estimated  productive  lives.  Depreciation  of assets under  capital  leases is
included in depreciation expense for 2003 and 2002.

         Following is a summary of property held under capital leases:
<TABLE>
<CAPTION>
                                                                      2003                2002
                                                               ------------------  ------------------
<S>                                                            <C>                 <C>
Manufacturing Equipment                                        $          432,928  $          401,687
Less: Accumulated Depreciation                                            (34,339)            (14,607)
                                                               ------------------  ------------------

Net Assets Held Under Capital Lease                            $          398,589  $          387,080
                                                               ==================  ==================
</TABLE>

         The minimum  future lease payments under these leases for the next five
years are:
<TABLE>
<CAPTION>
    Ending December 31:                                          Real Property         Equipment
----------------------------                                   ------------------  -----------------
<S>                                                            <C>                 <C>
      2004                                                     $                -  $          62,333
      2005                                                                      -             67,097
      2006                                                                      -             50,338
      2007                                                                      -             50,338
      2008                                                                      -             19,508
                                                               ------------------  -----------------
      Net Minimum Lease Payments                                                -            249,614
      Less: Amount Representing Interest                                        -            (97,404)
                                                               ------------------  -----------------
      Present Value of Net Minimum Lease Payment               $                -  $         152,210
                                                               ==================  =================
</TABLE>

         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.

         During 2002, the Company  entered into a lease  agreement for warehouse
space.  The  lease is month to month  with a six  month  notice  of  termination
clause.  Under the terms of the lease  agreement,  the  monthly  rent  charge is
approximately $4,125 ($5,500 Canadian).

                                     F - 15

<PAGE>


                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

NOTE 10 - STOCK INCENTIVE PLAN

         The Board of Directors has authorized  and the Company has  established
the 2000  Incentive  and  Non-qualified  Stock Option  Plan.  Under the plan the
Company is authorized to issued up to 6,000,000  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 December  31, 2003,  no
options have been granted.

                                     F - 16