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, 2002

                        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 $3,936,595.


<PAGE>



         Issuer's  Common Shares  outstanding at March 25, 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  $1,440,334,  computed  based on the
average bid and asked price of such common equity as of March 25, 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 and sports nutrition products which are
sold on a private label basis to wholesale.  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 2002 and 2001, one private label
customer has comprised 58% and 55%, respectively of Laredo's sales.

Laredo's primary goal is to achieve a level of annual revenues in excess of $9.2
million by the fiscal year ended 2003 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  and his parents.  The lease agreement is for a two year term ending
December  31,  2003.  Under the terms of the lease  agreement,  the monthly rent
charge is approximately $3,165 ($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  $1,583
($2,500 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, 2002.



                                        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 2001                        $           0.266 $             0.093
      2nd Qtr 2001                                    0.150               0.050
      3rd Qtr 2001                                    0.080               0.020
      4thQtr 2001                                     0.070               0.020

      1st Qtr 2002                        $           0.060 $             0.035
      2nd Qtr 2002                                    0.045               0.030
      3rd Qtr 2002                                    0.060               0.030
      4thQtr 2002                                     0.037               0.020

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 March 18, 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 1.39 at December 31, 2002 compared to 0.74 at
December 31, 2001. Key contributing factors for this change were the approximate
$620,000  decrease in short- term notes payable,  which were settled through the
issuance of 3,100,000 shares of common stock, a decrease in accounts payable and
accrued expenses of approximately  $162,000,  a decrease in a the amount owed on
the bank line of $approximately  $44,000,and an increase in accounts  receivable
of approximately $101,000.

Current liabilities include a $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 $70,345 as at
December 31, 2002.  This loan bears  interest at 10.15% and matures on March 15,
2004.

Laredo  acquired an additional  $168,000 of  manufacturing  equipment in 2002 in
order to meet demands for new private  label sales.  An  additional  $125,000 of
manufacturing  equipment  is  expected to be needed in 2003.  Plant  renovations
costing  $20,000 are also  expected to be  completed  in 2003.  Laredo  plans to
acquire  new  software  during  2003  at an  estimated  cost of  $94,961.  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


                                               2002                2001
                                         ------------------  ------------------
Sales                                    $        3,936,595  $        3,045,883
Cost of Sales                                     2,619,412           2,346,659
Gross Profit                                      1,317,183             699,224
Gross Profit Margin                                   33.46%              22.96%
Administrative Expenses                             903,139             654,010
Administrative Expenses as a % of sales               22.94%              21.47%

For the year ended December 31, 2002, sales were  approximately  $891,000 higher
than 2001and are expected to continue to grow during 2003.  During 2002 and 2001
58% 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 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 2002 were 33.46% of sales revenue,  10.5% higher 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  were 22.94% of sales in 2002,  1.47% higher than 2001.
Management attributes the decrease in costs of sales to manufacturing  equipment
downtime and a markdown on inventory during 2001.

                                        8

<PAGE>



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

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, 2002 and 2001................................................F - 2
Consolidated Statements of Operations for the
 Years Ended December 31, 2002 and 2001....................................F - 4
Consolidated Statement of Stockholders' Equity for the
 Years Ended December 31, 2002 and 2001....................................F - 5
Consolidated Statements of Cash Flows for the
  Years Ended December 31, 2002 and 2001...................................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 42, 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 40, 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.

Lucretia Schanfarber, Age 50, Director

Ms  Schanfarber  has  served as Vice  President  of Sales and  Marketing  of GFR
Nutritionals since inception.  She has over 26 years of marketing  experience in
all sectors of the Natural Health Products Industry.  She is the host and writer
of the Healthy Stuff with Lucretia  Radio Show and the host and writer of Health
Experts On Call Radio Show of CFUN 1410 AM Vancouver, British

                                       10

<PAGE>



Columbia.  She is also a  contributing  editor to the  Encyclopedia  of  Natural
Healing published by Alive Books in 1998 and is a regular contributing writer to
Alive  Magazine  and  Healthy  Living  Guide  Magazine.  From  1993 to 1996,  Ms
Schanfarber served as National Director of Sales and Marketing of Nutrion Health
and Fitness, Maple Ridge, British Columbia.

RoseMarie Pierce, Age 51, 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.

ITEM 10.          EXECUTIVE COMPENSATION.

Summary Compensation Table

For the year ended  December 31, 2002 and 2001,  the  President and CEO received
$60,775  ($96,000  Canadian) in  compensation  and $10,863  ($17,160) 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.


                                       11

<PAGE>



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  32,300,000  shares of common stock  outstanding as of
December 31, 2002.
<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%
                      Director

                      All officers and Directors                                     19,000,000              58.82%
                      as a Group (6 persons)
</TABLE>
(1) c/o Suite 11405 - 201A Street, Maple Ridge, British Columbia V2X 0Y3


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         As  at  December   31,  2002  and  2001,   accounts   payable   include
approximately  $26,658 ($42,109 Canadian) and $8,322 ($13,254 Canadian) owing to
a major shareholder.

Current liabilities include a $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'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,  2003.  Under the terms of the lease  agreement,  the monthly rent
charge  is  approximately  $37,980  ($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  $27,558 ($43,531  Canadian) per year and expires June
30, 2005.



                                       12

<PAGE>



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)


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

(b) Reports of Form 8-K

No report on Form 8-K was filed during the quarter ended December 31, 2002.


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>



                                   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: March 28, 2003



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


/s/ MARC CASAVANT
Marc Casavant, Chief Financial Officer


/s/ LUCRETIA SCHANFARBER
Lucretia Schanfarber, Director


/s/ ROSEMARIE PIERCE
RoseMarie Pierce, Director


                                       14

<PAGE>



I, Richard Pierce, certify that:

1.       I have reviewed this annual report on form 10-KSB of Laredo  Investment
         Corp.

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit 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.

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report.

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in exchange act rules 13a-14 and 15d-14) for the registrant and
         have:

         A)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         A)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.



                                       15

<PAGE>



6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date: March 28, 2003

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


                                       16

<PAGE>



I, Marc Casavant, certify that:

1.       I have reviewed this annual report on form 10-KSB of Laredo  Investment
         Corp.

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit 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.

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report.

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in exchange act rules 13a-14 and 15d-14) for the registrant and
         have:

         A)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         A)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.



                                       17

<PAGE>



6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date: March 28, 2003

/s/ MARC CASAVANT
Marc Casavant, Chief Financial Officer


                                       18

<PAGE>





                             LAREDO INVESTMENT CORP.
                                AND SUBSIDIARIES

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2002 AND 2001





<PAGE>






                                    CONTENTS


                                                                            Page

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

Consolidated Balance Sheets
  December 31, 2002and 2001................................................F - 2

Consolidated Statements of Operations for the
  Years Ended December 31, 2002 and 2001...................................F - 4

Consolidated Statement of Stockholders' Equity for the
  Years Ended December 31, 2002 and 2001...................................F - 5

Consolidated Statements of Cash Flows for the
  Years Ended December 31, 2002 and 2001...................................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, 2002 and 2001,  and the
related  consolidated  statements of operations,  cash flows, and  stockholders'
equity for the two years ended December 31, 2002. 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, 2002 and 2001, and the results of its
operations  and its cash  flows for the two years  ended  December  31,  2002 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
March 25, 2003


                                      F - 1

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS






                                                          December 31,
                                                 ------------------------------
                                                    2002                2001
                                                 -----------        -----------
ASSETS
Current Assets:
Cash and cash equivalents                        $      --          $      --
Receivables                                          682,987            581,672
Inventory                                            564,376            576,050
Prepaid expense                                       25,170              3,956
                                                 -----------        -----------

     Total Current Assets                          1,272,533          1,161,678
                                                 -----------        -----------

Fixed Assets:
Manufacturing Equipment                              745,400            577,204
Office Equipment                                      24,429             21,095
Furniture & Fixtures                                   3,525              3,525
Leasehold improvements                                41,814             41,814
                                                 -----------        -----------
                                                     815,168            643,638
Less Accumulated Depreciation                       (149,147)          (105,882)
                                                 -----------        -----------
                                                     666,021            537,756
                                                 -----------        -----------

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

     TOTAL ASSETS                                $ 1,938,554        $ 1,711,101
                                                 ===========        ===========



                                      F - 2

<PAGE>



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




                                                                    December 31,
                                                           --------------------------
                                                               2002           2001
                                                           -----------    -----------
LIABILITIES
Current Liabilities:
<S>                                                        <C>            <C>
Accounts Payable and Accrued Liabilities                   $   646,430    $   808,641
Bank Overdraft                                                  81,276         71,071
Bank Line                                                         --           43,953
Short-Term Loans & Notes Payable                                19,692        615,011
Related Party Loans                                             83,482         73,502
Shareholder Payables                                            26,658          8,322
Current Portion Long-Term Debt                                  60,757         41,068
                                                           -----------    -----------

     Total Current Liabilities                                 918,295      1,661,568
                                                           -----------    -----------

Long-Term Debt                                                  46,220         67,808
Lease Obligations                                              128,770         63,859
                                                           -----------    -----------

     Total Liabilities                                       1,093,285      1,793,235
                                                           -----------    -----------

STOCKHOLDERS EQUITY
Common Stock - $0.001 par value, 100,000,000
   shares authorized, 32,300,000 and 32,200,000 shares
   issued and outstanding at December 31, 2002 and 2001         32,300         32,200
Additional Paid-in Capital                                     648,050         28,150
Currency Translation Adjustment                                 (4,683)        28,262
Retained Earnings (Deficit)                                    169,602       (170,746)
                                                           -----------    -----------

     Total Stockholders' Equity                                845,269        (82,134)
                                                           -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 1,938,554    $ 1,711,101
                                                           ===========    ===========
</TABLE>





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

                                      F - 3

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS





                                                       For The Year Ended
                                                           December 31,
                                                 ------------------------------
                                                     2002               2001
                                                 ------------      ------------
REVENUES
Sales                                            $  3,936,595      $  3,045,883
Cost of Sales                                       2,619,412         2,346,659
                                                 ------------      ------------
Gross Margin                                        1,317,183           699,224

EXPENSES
   Selling & Marketing                                 21,452            39,396
   General & Administrative                           881,687           614,614
                                                 ------------      ------------
                                                      903,139           654,010
                                                 ------------      ------------

Net Income from Operations                            414,044            45,214
                                                 ------------      ------------

Other Income (Expense)
   Interest, Net                                      (57,789)          (85,400)
   Currency Exchange, Net                               9,433           (60,039)
                                                 ------------      ------------

Net Income (Loss) Before Income Taxes                 365,688          (100,225)
Income Tax (Expense) Benefit                          (25,340)            1,731
                                                 ------------      ------------

NET INCOME (LOSS)                                $    340,348      $    (98,494)
                                                 ============      ============

Basic Earnings (Loss) Per Share                  $       0.01      $       0.00
                                                 ============      ============

Weighted Average Shares Outstanding                31,806,849        30,621,918
                                                 ============      ============











   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, 2002 AND 2001
<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, 2000                   29,200,000    $    29,200    $    21,150   $     5,155    $   (72,252)   $   (16,747)

July 12, 2001, shares cancelled
and shares issued to acquire WST
Web Search Technologies, Inc.                   3,000,000          3,000          7,000          --             --           10,000

Net Loss                                             --             --             --            --          (98,494)       (98,494)
Currency Translation                                 --             --             --          23,107           --           23,107
                                              -----------    -----------    -----------   -----------    -----------    -----------
Total Comprehensive Loss                             --             --             --          23,107        (98,494)       (75,387)
                                              -----------    -----------    -----------   -----------    -----------    -----------

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                                           --             --             --            --          340,348        340,348
Currency Translation                                 --             --             --         (32,945)          --          (32,945)
                                              -----------    -----------    -----------   -----------    -----------    -----------
Total Comprehensive Income                           --             --             --         (32,945)       340,348        307,403
                                              -----------    -----------    -----------   -----------    -----------    -----------

Balance at December 31, 2001                   32,300,000    $    32,300    $   648,050   $    (4,683)   $   169,602    $   845,269
                                              ===========    ===========    ===========   ===========    ===========    ===========
</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,
                                                                             --------------------------------------
                                                                                    2002                2001
                                                                             ------------------  ------------------
Cash Flows From Operating Activities
<S>                                                                          <C>                 <C>
   Net income (loss) for the period                                          $          340,348  $          (98,494)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Currency Translation Adjustment                                                    (32,945)             23,106
     Depreciation and Amortization                                                       54,932              46,550
     Decrease (Increase) in Receivables                                                (101,315)             77,162
     Decrease (Increase) in Inventory                                                    11,674            (143,774)
     Decrease (Increase) in Prepaid Expense                                             (21,214)             (2,292)
     Increase in Accounts Payable & Accrued Liabilities                                (134,597)            394,079
     Increase (Decrease) in Bank Overdraft                                               10,205            (218,873)
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                     127,088              77,464
                                                                             ------------------  ------------------

Cash Flows From Investing Activities
   Purchase of Property and Equipment                                                   (47,420)            (33,454)
                                                                             ------------------  ------------------
Net Cash Used by Investing Activities                                                   (47,420)            (33,454)
                                                                             ------------------  ------------------

Cash Flows From Financing Activities
   Proceeds/Payments on Bank Line                                                       (43,953)                625
   Shareholder Payables                                                                  18,336             (31,774)
   Proceeds from Short-term Notes Payable                                                     -              16,625
   Principle Payment on Long-term Debt                                                  (21,854)            (19,735)
   Principle Payment on Capital Lease Obligations                                       (32,197)             (9,751)
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Financing Activities                                     (79,668)            (44,010)
                                                                             ------------------  ------------------

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                                           $           57,789  $           53,643
                                                                             ==================  ==================
   Income taxes paid during the period                                       $                -  $                -
                                                                             ==================  ==================

Supplemental Disclosure of Non-cash Investing and Financing Activities:
   Equipment acquired through Capital Lease                                  $          124,110  $           92,845
   Stock issued as payment on short-term notes payable                       $          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, 2002 AND 2001


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,  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.

         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, 2002 AND 2001
                                   (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, 2002 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
*        R & L Health, Inc.,  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.

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, 2002 AND 2001
                                   (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.


                                      F - 9

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


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

Foreign currency remeasureent/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, 2002 AND 2001
                                   (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

         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, 2002 and 2001.

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


                                                 2002                2001
                                          ------------------  ------------------
Raw materials                             $          481,798  $          491,764
Work in process                                       82,578              84,286
                                          ------------------  ------------------
Total Inventory                           $          564,376  $          576,050
                                          ==================  ==================



                                     F - 11

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


NOTE 3 - INCOME TAXES

         As  of  December  31,  2002,  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 2022. 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  December  31,  2002  and  2001,  shareholder  payables  include
approximately  $26,658 ($42,109 Canadian) and $8,322 ($13,254 Canadian) owing to
a major shareholder.

NOTE 5 - SHORT-TERM OBLIGATIONS
<TABLE>
<CAPTION>
                                                                                December 31,        December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Promissory note, repayable to related parties upon
   demand, including interest at 12%                                         $           83,482  $           73,502
Working Capital Loans, repayable in stock or options upon
    demand including interest at 1% over prime (9.5%)                                    19,692             615,011
                                                                             ------------------  ------------------

Total                                                                        $          103,174  $          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  December  31,  2002 and 2001  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 was increased to ($250,000
Canadian)  on January  15,  2003.  The line is secured by certain  manufacturing
equipment of the Company.


                                     F - 12

<PAGE>



                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


NOTE 6 - LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                                December 31,        December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
TDBank Small Business loan, repayable
  in monthly instalments $2,515 ($3,973 Canadian),
  including interest at 10.15%, maturing
  March 15, 2004, secured by certain
  manufacturing equipment of the Company                                     $           70,345  $           89,642

Less current portion of long-term debt                                                   24,125              21,834
                                                                             ------------------  ------------------

                                                                             $           46,220  $           67,808
                                                                             ==================  ==================
</TABLE>

         Principal  payments  due on  long-term  debt for each of the five years
subsequent to December 31, 2002 and thereafter are as follows:


       Year ending:                Amount
---------------------------  ------------------
           2003              $           24,125
           2004                          26,679
           2005                          19,541
           2006                               -
           2007                               -
        Thereafter                            -
                             ------------------
           Total             $           70,345
                             ==================

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  58%  and  55%,
respectively.  As of December 31, 2002,  amounts due from that customer included
in accounts receivable were 66% and 45%, respectively.  Future operations of the
Company  depend  on  continuation  of the  manufacturing  arrangement  with that
customer.


                                     F - 13

<PAGE>


                    LAREDO INVESTMENT CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


NOTE 8 - 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
$37,984  ($60,000  Canadian)  per year for real  property and $68,041  ($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 minimum  future lease payments under these leases for the next five
years are:
<TABLE>
<CAPTION>
      Twelve Months                                           Real Property         Equipment
     Ended June 30:
-------------------------                                   -------------------------------------
<S>                                                         <C>                 <C>
         2003                                               $          37,984   $         108,900
         2004                                                          37,984             108,900
         2005                                                               -              87,132
         2006                                                               -              65,364
         2007                                                               -              65,364
                                                            -----------------   -----------------
         Total minimum future lease payments                $          75,968   $         435,660
                                                            =====================================
</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 $1,583 ($2,500 Canadian).

NOTE 9 - 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, 2002,  no
option have been granted.

                                     F - 14