UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 1999

                            LAREDO INVESTMENTS CORP..
                 (Name of Small Business Issuer in its Charter)

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

   Suite 1450, 1075 West Georgia Street, Vancouver, British Columbia V6B 3C9
   -------------------------------------------------------------------------
             (Address of principal executive office) Zip/Postal Code

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

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

                                      None
                               -----------------
                                (Title of Class)

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

                                  Common Stock
                            -----------------------
                                (Title of Class)

Indicate by check mark whether the Company: (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 Company was required to file such
reports), and (2) has been subject to such filing requirements for the past
ninety (90) days. YES ( X ) NO ( )


Check here if there is no disclosure of delinquent filers in response to Item
405 of Regulation SB is not contained in this form, and no disclosure will be
contained, to the best of the Company's knowledge, in definitive proxy of
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. ( )

Issuer's operational revenues for its most recent fiscal year ending December,
1999 were $0. Issuer's Common Shares outstanding at May 9, 2000 was
29,000,000. The aggregate market value based on the voting stock held by
non-affiliates as of May 9, 2000 was $20,000,000.

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 the Company disclaims any intent or obligation to
update these forward-looking statements.

DOCUMENTS INCORPORATED BY REFERENCE:  Certain exhibits

<PAGE>

Item 1. DESCRIPTION OF BUSINESS

Business Development

On December 15, 1999, Shirley Bethurum, the Company's sole officer and director
appointed Lois Couston as a director of the Company and as President and Stella
Schreiner as Secretary and director. Immediately thereafter, Ms Bethurum
resigned all positions with the Company.

On January 21, 2000, the Company entered into an Acquisition Agreement with GFR
Nutritionals, Ltd., a British Columbia corporation, (GFR), Richard Pierce and
Lucretia Schanfarber (the GFR Majority Shareholders) to acquire their shares
representing 100% of the outstanding common stock of GFR in exchange for
19,000,000 shares of the Company'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.

Business operations began in October 1998 after acquiring manufacturing
equipment and arranging to manufacture nutritional supplements under a private
label contract.

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.

On January 21, 2000, the Company entered into an Acquisition Agreement with GFR
Nutritionals, Ltd., a British Columbia corporation, (GFR), Richard Pierce and
Lucretia Schanfarber (the GFR Majority Shareholders) to acquire their shares
representing 100% of the outstanding common stock of GFR in exchange for
19,000,000 shares of the Company's restricted common stock.


Narrative Description Of The Business

GFR Nutritionals Ltd. is an established manufacturer of quality nutritional
supplement products. The Company 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
distributors.

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:

     -Positive publicity - For several years, medical journals and
                                      -2-
<PAGE>
     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.

     -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.

     -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.

     -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.

     -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.

     -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 $23.3 billion of consumer sales in
1997. Canadian sales tend to approximate 10% of the US market.

Principal Products: GFR currently manufactures 70 different products by
formulation and capsule size. Principal products that the Company manufactures
are:

Multiple  vitamin/mineral  product - 90/180 and 360 caps
Methyl sulfonyl methane caps or powder
                                      -3-
<PAGE>
- Glucosamine  sulfate
- Devil's claw root extract
- St.  John's Wort extract
- Kava Kava
- Ginkgo Biloba leaf extract
- Coenzyme Q10
- Echinacea
- L-Glutamine
- Grapeseed extract
- Vitamin C
- Garlic Ginseng

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, the Company only manufactures nutritional supplements under private
label contracts with wholesale distributors. To date, one private label customer
has comprised 97% of the Company's sales.

The Company's primary goal is to achieve a level of annual revenues in excess of
$20 million by the fiscal year ended 2001 resulting from expanded marketing
efforts and vertical integration through acquisitions and expansion into new
markets. The Company 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
Stanley Pharmaceuticals. 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. NatraCeuticals Inc. is
the only publicly held natural health product company in Canada and had
approximately $23 million of sales in its 1998 fiscal year.

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.
                                      -4-
<PAGE>
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 environment for the industry.

Employees: The Company currently has 15 employees. Executive management and
office administration personnel are comprised of 5 individuals. Operations
personnel is made up of 10 individuals, including the Quality Control Director
and Production Manager. Future employees will be hired as dictated by increases
in business volume.


Item 2. Properties

GFR Nutritionals Ltd.'s operations are located in a building that is owned by
the Company's majority shareholder and his parents. The lease agreement is for a
two year term ending January 1, 2002. Under the terms of the lease agreement,
the monthly rent charge is $5,000 and the Company 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 the Company at cost plus 15%. The agreement includes a 2 year
renewal option. All other terms are consistent with those standard to lease
agreements.

Both the Company'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.

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 the Company during
the fourth quarter of the fiscal year ended December 31, 1999.



                                      -5-
<PAGE>



Part II

Item 5. Market For The Company's Common Equity And Related Stockholder Matter

     (a) Market Information

Since December 17, 1999 the Company'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 the Company have been as follows:

   Period:                           High ask per share:      Low bid per share:
   -------                           -------------------      ------------------
   Dec. 17, 1999 to Mar 31, 2000           $4.75                   $1.125

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

     (b) HOLDERS

There were 63 holders of the Company's 29,000,000 shares of common stock
outstanding as of May 9, 2000. This includes 3 holders of 24,000,000 shares of
the Company's common stock whose certificates are restricted. 5,000,000 of the
restricted shares were issued in December 1999 and 19,000,000 of the restricted
shares were issued in January 2000. All of the restricted stock is not eligible
to be sold pursuant to Rule 144. 4. (c) DIVIDENDS 4. 4. The Company 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
the Company of dividends, if any, in the future, rests within the discretion of
its Board of Directors and will depend, among other things, upon the Company's
earnings, its capital requirements and its financial condition, as well as other
relevant factors.


Item 6. Management's Discussion And Analysis Of Financial Statements

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

                                      -6-
<PAGE>
Liquidity and Capital Resources

The Company's working capital ratio was 0.72:1 as at December 31, 1998 and
improved to 0.86:1 by December 31, 1999. Key contributing factors for this
change were the increase in sales to Prairie Naturals Inc., a related party,
which comprised $240,000 of the $279,279 ending accounts receivable balance for
1999. Finished goods inventory balances at December 31, 1999 were minimal.
Generally, the Company has been shipping goods immediately upon completion. As
business volumes increase, finished goods inventory will be required to be kept
on hand.

Current liabilities include a $85,000 promissory note payable to a party related
to the shareholder, which bears interest at 12% annually. These funds are
repayable on demand however, the request for repayment occurring at this time is
not expected.

The Company has a small business loan outstanding with a balance of $204,848 as
at December 31, 1999. This loan bears interest at 10.15% over a 5 year term.
Only the principal portion of this loan that is repayable in the next fiscal
year has been included in the working capital calculations.

The Company anticipates acquiring an additional $300,000 of manufacturing
equipment in fiscal 2000 in order to meet demands for new private label sales.
Plant renovations costing $50,000 are also expected to be completed in fiscal
2000. These expenditures will be financed through private placement of shares.
Increased sales volumes will also necessitate hiring additional operations ,
sales and administrative personnel.



                                      -7-
<PAGE>



Results of Operations

                                                  1999                     1998
--------------------------------------------------------------------------------
Sales                                       $2,423,456                 $312,994
Cost of Sales                                1,761,963                  262,527
Gross Profit                                   661,493                   50,467
Gross Profit Margin                               27.3%                    16.1%
Administrative Expenses                        553,088                  109,359
Administrative Expenses as a % of sales           22.8%                    35.0%
--------------------------------------------------------------------------------


For the 12 months ended December 31, 1999, sales were $2.1 million higher than
1998 due to the fact that operations had only been started in October 1998. 96%
of 1999 sales (98% - 1998) were to Prairie Naturals Inc., a related party
wholesale distributor for which the Company manufactures private label products.
The Company has an verbal arrangement to manufacture, on an as-ordered basis,
private label products that Prairie Naturals Inc. distributes under the Prairie
Naturals Inc. name. The Company also has an exclusive written contract to
manufacture one product that Prairie Naturals Inc, distributes for a third party
private label.

1999 results are significantly different from 1998 due to 1999 being the first
full year of operations as well as the Company starting to realize economies of
scale on some production. Operating margins in 1999 were 27% of sales revenue,
11% higher than 1998. 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 23% of sales in 1999, 11%
lower than 1998.

The Company anticipates realizing further economies of scale as production
volumes increase. Administrative expenses include advertising expenses which
will increase due to the Company's plan to expand marketing efforts.

Effect of Inflation

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

Item 7. Financial Statements And Supplementary Data

The following financial statements of the Company are filed under this Item.

                                      -8-
<PAGE>

                                    CONTENTS


                                                                        Page

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

Balance Sheets
  December 31, 1999and 1998............................................F - 2

Statements of Operations for the
  Years Ended December 31, 1999 and 1998...............................F - 3

Statement of Stockholders' Equity
 Since December 18, 1996 (inception) to December 31, 1999..............F - 4

Statements of Cash Flows for the
  Years Ended December 31, 1999 and 1998...............................F - 5

Notes to Financial Statements..........................................F - 6


                                      -9-
<PAGE>
                                 ((LETTERHEAD))
                                                                              RH
--------------------------------------------------------------------------------
ROBISON, HILL & CO.                                 Certified Public Accountants
A Professional Corporation                          BRENT M. DAVIES, CPA
                                                    DAVID O. SEAL, CPA
                                                    W. DALE WESTENSKOW, CPA
                                                    BARRY D. LOVELESS, CPA
                                                    ----------------------------
                                                    W. LAMONTE ROBISON, CPA
                                                    E. MORTON HILL, CPA


                          INDEPENDENT AUDITOR'S REPORT


Laredo Investment Corp.
(A Development Stage Company)


         We have audited the  accompanying  balance sheets of Laredo  Investment
Corp. (a  development  stage  company) as of December 31, 1999 and 1998, and the
related statements of operations and cash flows for the two years ended December
31,  1999 and the  statement  of  stockholders'  equity from  December  18, 1996
(inception)  to  December  31,  1999.   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 generally  accepted auditing
standards.  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. (a  development  stage  company) as of December 31, 1999 and 1998, and the
results of its  operations  and its cash flows for the two years ended  December
31, 1999 in conformity with generally accepted accounting principles.

                                              Respectfully submitted


                                              /s/ Robison, Hill & Co.
                                              -----------------------
                                              Certified Public Accountants

Salt Lake City, Utah
February 25, 2000


Members of American Institute of Certified Public Accountants
Members of the Private companies Practice Section

1366 East Murray-Holladay Road, Sale Lake City, UT  84117-5050
Telephone 801/272-8045  Facsimile 801/277-9942

                                       F-1


                                      -10-
<PAGE>


                            LAREDO INVESTMENT CORP.
                            -----------------------
                         (A Development Stage Company)
                         -----------------------------
                                 BALANCE SHEETS
                                 --------------



                                                      December 31,
                                         ---------------------------------------
                                                 1999                1998
                                         ------------------- -------------------

Assets:                                    $             -    $              -
                                         =================== ===================

Liabilities - Accounts Payable                       $1,350                $200
                                         ------------------- -------------------
Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 15,000,000 shares at
    December 31, 1999 and 1998                       15,000              15,000
  Paid-In Capital                                   (12,515)            (14,000)
  Retained Deficit                                   (1,200)             (1,200)
  Deficit Accumulated During the
    Development Stage                                (2,635)                   -
                                         ------------------- -------------------

     Total Stockholders' Equity                      (1,350)               (200)
                                         ------------------- -------------------

     Total Liabilities and
       Stockholders' Equity                        $      -            $      -
                                         =================== ===================




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

                                       F-2

                                      -11-
<PAGE>



                            LAREDO INVESTMENT CORP.
                            -----------------------
                         (A Development Stage Company)
                         -----------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------


<TABLE>
<CAPTION>


                                                                        Cumulative
                                                                          since
                                                                       July 9, 1999
                                      For the year ended               Inception of
                                         December 31,                  development
                                 ----------------------------------       stage
                                   1999                1998
                                 -------------- ------------------- -------------------
<S>                              <C>                   <C>               <C>
Revenues:                         $        -            $      -          $      -

Expenses:                              2,635                 100              2,635
                                 -------------- ------------------- -------------------

     Net Loss                        $(2,635)           $   (100)         $  (2,635)
                                 ============== =================== ===================

Basic & Diluted loss per share       $      -           $      -
                                 ============== ===================

</TABLE>
The accompanying notes are an integral part of these financial statements.
                                       F-3

                                      -12-



<PAGE>


                            LAREDO INVESTMENT CORP.
                            -----------------------
                         (A Development Stage Company)
                         -----------------------------
                       STATEMENT OF STOCKHOLDERS' EQUITY
                       ---------------------------------
            SINCE DECEMBER 18, 1996 (INCEPTION) TO DECEMBER 31, 1999
            --------------------------------------------------------



<TABLE>
<CAPTION>

                                                                                                               Cumulative
                                                                                                                 Since
                                                                                                              July 9, 1999
                                                                                                              Inception of
                                                       Common Stock             Paid-In        Retained        Development
                                                   Shares        Par Value      Capital         Deficit           Stage
                                               --------------- -------------- -------------  -------------- ------------------
<S>                                             <C>              <C>           <C>           <C>             <C>
Balance at December 18, 1996 (inception)
                                                            -         $    -         $   -          $    -            $     -
Net Loss                                                    -              -             -         (1,000)                  -
                                               --------------- -------------- -------------  -------------- ------------------
Balance at December 31, 1996
  As originally reported                                    -              -             -         (1,000)                  -

January 6, 1997 Issuance of Stock
  for Services and payment of
  Accounts payable                                      1,000          1,000             -               -                  -
Retroactive adjustment for 1,000
  to 1 stock split May 6, 1999                        999,000              -             -               -                  -
                                               --------------- -------------- -------------  -------------- ------------------
Restated balance January 1, 1997                    1,000,000          1,000             -         (1,000)                  -

Net Loss                                                    -              -             -           (100)                  -
                                               --------------- -------------- -------------  -------------- ------------------
Balance at December 31, 1997                        1,000,000          1,000             -         (1,100)                  -

Net Loss                                                    -              -             -           (100)                  -
                                               --------------- -------------- -------------  -------------- ------------------
Balance at December 31, 1998
  As originally reported                            1,000,000          1,000             -         (1,200)                  -

November 15, 1999 shares canceled                   (400,000)          (400)           400               -                  -

Retroactive adjustment for 25 to 1
  stock split November 15, 1999                    14,400,000         14,400      (14,400)               -                  -
                                               --------------- -------------- -------------  -------------- ------------------

Restated balance January 1, 1999                   15,000,000         15,000      (14,000)         (1,200)                  -

Capital contributed by shareholder                          -              -         1,485               -                  -
Net Loss                                                    -              -             -               -            (2,635)
                                               --------------- -------------- -------------  -------------- ------------------

Balance at December 31, 1999                       15,000,000        $15,000     $(12,515)        $(1,200)           $(2,635)
                                               =============== ============== =============  ============== ==================
</TABLE>



   The accompanying notes are an integral part of these financial statemen


                                       F-4

                                      -13-
<PAGE>


                            LAREDO INVESTMENT CORP.
                            -----------------------
                         (A Developement Stage Company)
                         ------------------------------
                            STATEMENT OF CASH FLOWS
                            -----------------------




<TABLE>
<CAPTION>

                                                                                     Cumulative
                                                                                       Since
                                                                                    July 9, 1999
                                                        For the years ended         Inception of
                                                           December 31,              Development
                                                    ----------------------------        Stage
                                                       1999            1998
                                                    ------------- --------------- ------------------
<S>                                                    <C>               <C>              <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss                                                $(2,635)          $(100)           $(2,635)
Increase in Accounts Payable                               1,150             100              1,150
                                                    ------------- --------------- ------------------
  Net Cash Used in operating activities                  (1,485)               -            (1,485)
                                                    ------------- --------------- ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
  Net cash provided by investing activities                    -               -                  -
                                                    ------------- --------------- ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder                         1,485               -              1,485
                                                    ------------- --------------- ------------------
  Net cash provided by Financing Activities                1,485               -              1,485
                                                    ------------- --------------- ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                    -               -                  -
Cash and Cash Equivalents
  at Beginning of Period                                       -               -                  -
                                                    ------------- --------------- ------------------
Cash and Cash Equivalents
  at End of Period                                        $    -          $    -           $      -
                                                    ============= =============== ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                $    -          $    -           $      -
  Franchise and income taxes                                $250          $    -               $250

</TABLE>





SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
None




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

                                      F-5
                                      -14-
<PAGE>



                            LAREDO INVESTMENT CORP.
                            -----------------------
                         (A Development Stage Company)
                         -----------------------------
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                   ------------------------------------------


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

     This  summary  of  accounting  policies  for  Laredo  Investment  Corp.  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.
Since  July 9,  1999,  the  Company  is in the  development  stage,  and has not
commenced planned principal operations.

Nature of Business
------------------

     The company has no products  or  services  as of  December  31,  1999.  The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company

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.

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.




                                       F-6
                                      -15-
<PAGE>



                             LAREDO INVESTMENT CORP.
                             -----------------------
                          (A Development Stage Company)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                   ------------------------------------------
                                   (Continued)
                                   -----------

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

Loss per Share
--------------

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



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

                                        For the year ended December 31, 1999
                                        ------------------------------------
BASIC LOSS PER SHARE
Loss to common shareholders          $(2,635)      15,000,000       $      -
                                   ==========     ============     ==========


                                        For the year ended December 31, 1998
                                        ------------------------------------
BASIC LOSS PER SHARE
Loss to common shareholders            $(100)      15,000,000       $      -
                                   ==========     ===========       =========



     The effect of outstanding  common stock  equivalents would be anti-dilutive
for December 31, 1999 and 1998 and are thus not considered.

NOTE 2 - INCOME TAXES
---------------------

     As of December 31, 1999, the Company had a net operating loss  carryforward
for income tax  reporting  purposes of  approximately  $3,500 that may be offset
against future taxable income through 2014. 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.





                                       F-7
                                      -16-
<PAGE>


                             LAREDO INVESTMENT CORP.
                             -----------------------
                          (A Development Stage Company)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                   ------------------------------------------
                                   (Continued)
                                   -----------


NOTE 3 - DEVELOPMENT STAGE COMPANY
----------------------------------

     The  Company  has not begun  principal  operations  and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS
--------------------

     As of December 31, 1999 all  activities of the Company have been  conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT
--------------------

     On May 6, 1999 the Board of Directors  authorized a 1,000 to 1 stock split,
changed the authorized number of shares to 100,000,000  shares and the par value
to $.001 for the  Company's  common  stock.  As a result of the  split,  999,000
shares were issued. All references in the accompanying  financial  statements to
the number of common  shares and  per-share  amounts for 1998 and 1997 have been
restated to reflect the stock split.

     On November 15, 1999 the majority  shareholder  returned  400,000 shares to
the Company. On the same day the Company's Board of Directors authorized a 25 to
1 stock split of the remaining  600,000 shares of the Company's  $.001 par value
common  stock.  As a result of the split,  14,400,000  shares were  issued,  and
Paid-In Capital was reduced by $14,400.

     All references in the  accompanying  financial  statements to the number of
common  shares and  per-share  amounts  for 1999 and 1998 have been  restated to
reflect the stock split.

NOTE 6 - SUBSEQUENT EVENTS
--------------------------

     On January 21, 2000, the Company entered into an Acquisition Agreement with
GFR Nutritionals,  Ltd., a British Columbia  corporation,  (GFR), Richard Pierce
and Lucretia Schanfarber (the GFR Majority Shareholders) to acquire their shares
representing  100%  of the  outstanding  common  stock  of GFR in  exchange  for
19,000,000 newly issued shares of the Company's restricted common stock.


                                       F-8
                                      -17-
<PAGE>


GFR NUTRITIONALS LTD.
Financial Statements
Years ended December 31, 1999 and 1998







Independent Auditors' Report                    1
Financial Statements
     Balance Sheet                              2
     Statement of Earnings                      3
     Statement of Retained Earnings             4
     Statement of Cash Flows                    5
     Notes                                      6


                                      -18-
<PAGE>
((LETTERHEAD))
KPMG

     KPMG LLP
     Chartered Accountants                              Telephone (604) 527-3600
     400-625 Agnes Street                               Telefax (604) 527-3636
     New Westminster BC                                 www.kpmg.ca
     Canada  V3M 5Y4




INDEPENDENT AUDITORS' REPORT

To the Board of Directors

We have audited the accompanying  balance sheets of GFR Nutritionals  Ltd. as at
December  31,  1999  and 1998  date and the  statements  of  earnings,  retained
earnings and cash flows for the year ended December 31, 1999 and the period from
commencement of operations on July 1, 1998 to December 31, 1998. 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 Canadian  generally accepted auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  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.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the  financial  position of the  Company as at December  31, 1999 and
December 31, 1998 and the results of its  operations  and its cash flows for the
year  ended  December  31,  1999  and the  period  ended  December  31,  1998 in
accordance with generally accepted accounting principles in the United States.




/s/ KPMG LLP
------------
Chartered Accountants

New Westminster, Canada
February 29, 2000

                                                                               1

                                      -19-
<PAGE>



GFR NUTRITIONALS LTD.
Balance Sheet
<TABLE>
<CAPTION>



                                                       December 31,         December 31,
                                                              1999                 1998
---------------------------------------------------------------------------------------
Assets
<S>                                                 <C>                  <C>
Current assets:
     Accounts receivable                             $     279,279        $      92,431
     Inventory (note 2)                                    203,311              222,617
     Prepaid expenses                                        1,245                1,154
---------------------------------------------------------------------------------------
                                                           483,835              316,202

Fixed assets (note 3)                                      288,660              274,429

Deferred income taxes                                           -                11,854

---------------------------------------------------------------------------------------
                                                     $     772,495        $     602,485
=======================================================================================

Liabilities and Shareholders' Equity

Current liabilities:
     Bank indebtedness                               $      48,419        $      48,852
     Accounts payable and accrued liabilities              387,867              242,635
     Promissory note (note 5)                               92,175              125,000
     Current portion of long-term debt (note 6)             29,736               19,258
---------------------------------------------------------------------------------------
                                                           558,197              435,745

Long-term debt (note 6)                                    175,112              213,777

Deferred income taxes                                          390                   -

Shareholders' equity:
     Share capital (note 7)                                      1                    1
     Retained earnings (deficit)                            38,795              (47,038)
---------------------------------------------------------------------------------------
                                                            38,796              (47,037)

---------------------------------------------------------------------------------------
                                                     $     772,495        $     602,485
=======================================================================================
</TABLE>


Commitments (note 9)
Subsequent events (note 10)

See accompanying notes to financial statements.

On behalf of the Board:


/s/ Richard Pierce, Director  /s/ Lucretia Schanfarber,  Director
------------------            ------------------------

                                                                               2

                                      -20-
<PAGE>



GFR NUTRITIONALS LTD.
Statement of Earnings


--------------------------------------------------------------------------
                                                       Period from date of
                                                              commencement
                                                          of operations on
                                           Year ended     July 1, 1998 to
                                         December 31,         December 31,
                                                 1999                 1998
--------------------------------------------------------------------------

Sales                                   $   2,423,456        $     312,994

Cost of sales                               1,761,963              262,527

--------------------------------------------------------------------------
                                              661,493               50,467

Expenses:
     Advertising                                6,122                  627
     Amortization                              33,382                8,631
     Automobile and travel                     17,286                4,241
     Equipment leases                             980                1,513
     Insurance                                  4,421                  825
     Interest                                  32,269               13,457
     Management fee (note 4)                  152,000                   -
     Marketing                                 15,000                   -
     Office and general                        21,408                4,197
     Professional fees                         75,736                3,135
     Rent                                      52,580               29,644
     Repairs and maintenance                   18,515               14,152
     Telephone                                  9,125                3,498
     Utilities                                  9,426                3,114
     Wages and benefits                       104,838               22,325
--------------------------------------------------------------------------
                                              553,088              109,359

--------------------------------------------------------------------------
Earnings (loss) before income taxes           108,405              (58,892)

Income taxes:
     Current                                   10,328                   -
     Deferred (reduction)                      12,244              (11,854)
--------------------------------------------------------------------------
                                               22,572              (11,854)

--------------------------------------------------------------------------
Net earnings (loss)                     $      85,833        $     (47,038)
==========================================================================

See accompanying notes to financial statements



                                                                               3

                                      -21-
<PAGE>


GFR NUTRITIONALS LTD.
Statement of Retained Earnings
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                Period from date of
                                                                       commencement
                                                                   of operations on
                                                Year ended          July 1, 1998 to
                                               December 31,             December 31,
                                                      1999                     1998
--------------------------------------------------------------------------------
<S>                                          <C>                     <C>
Deficit, beginning of period                   $      47,038          $           -

Net earnings (loss)                                   85,833                (47,038)
-----------------------------------------------------------------------------------
Retained earnings (deficit), end of period     $      38,795          $     (47,038)
===================================================================================
</TABLE>


See accompanying notes to financial statements.


                                                                               4

                                      -22-
<PAGE>



GFR NUTRITIONALS LTD.
Statement of Cash Flows
<TABLE>
<CAPTION>


                                                                                  Period from date of
                                                                                         commencement
                                                                                     of operations on
                                                                Year ended            July 1, 1998 to
                                                               December 31,              December 31,
                                                                      1999                       1998
-----------------------------------------------------------------------------------------------------

Cash provided by (used in):

Operations:
<S>                                                          <C>                      <C>
  Net earnings (loss)                                        $      85,833            $       (47,038)
  Items not involving cash:
     Amortization                                                   33,382                      8,631
     Deferred income tax expense                                    12,244                    (11,854)
  Change in non-cash operating working capital:
     Increase in accounts receivable                              (186,848)                   (92,431)
     (Increase) decrease in inventory                               19,306                   (222,617)
     Increase in accounts payable and accrued liabilities          145,232                    242,635
     Increase in prepaid expenses                                      (91)                    (1,154)
-----------------------------------------------------------------------------------------------------
                                                                   109,058                   (123,828)

Financing:
     Increase (decrease) in promissory note                        (32,825)                   125,000
     Increase (decrease) in long-term debt                         (28,187)                   233,035
     Issue of share capital                                              -                          1
     Increase (decrease) in bank indebtedness                         (433)                    48,852
-----------------------------------------------------------------------------------------------------
                                                                   (61,445)                   406,888

Investments:
     Purchase of fixed assets                                      (47,613)                  (283,060)
-----------------------------------------------------------------------------------------------------

Change in cash                                                           -                          -

Cash, beginning of period                                                -                          -
-----------------------------------------------------------------------------------------------------
Cash, end of period                                           $          -            $             -
=====================================================================================================

Supplementary information:
   Interest paid during the period                            $     25,094            $        13,457
=====================================================================================================
</TABLE>

                                                                               5


See accompanying notes to financial statements.
                                      -23-
<PAGE>



GFR NUTRITIONALS INC.
Notes to Financial Statements

Years ended December 31, 1999 and 1998
--------------------------------------------------------------------------------




     GFR  Nutritionals  Ltd. (the  "Company") is incorporated in the province of
     British Columbia, Canada. The Company specializes in formulating, blending,
     encapsulating and packing nutritional  products.  The Company's  operations
     are located in the province of British Columbia, Canada.

1.   Significant accounting policies:

     (a) 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.

     (b) Fixed assets:

         Fixed  assets  are  stated at cost.  Amortization  is  calculated  on a
         straight-line  basis over the  estimated  useful lives of the assets as
         follows:
         -----------------------------------------------------------------
         Asset                                                        Rate
         -----------------------------------------------------------------

         Manufacturing equipment                                  10 years
         Furniture and fixtures                                    5 years
         Office equipment                                          5 years
         Leasehold improvements                              Term of lease
         Automobile                                                3 years
         -----------------------------------------------------------------



     (c) Revenue recognition:

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

     (d) Income taxes:

         Income taxes are accounted  for under the asset and  liability  method.
         Deferred tax assets and liabilities are recognized for the deferred tax
         consequences   attributable   to  differences   between  the  financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases and for operating loss carryforwards. Deferred tax
         assets and liabilities are measured using enacted tax rates expected to
         apply  to  taxable  income  in  the  year  in  which  those   temporary
         differences  are  expected to be  recovered  or settled.  The effect on
         deferred  tax  assets  and  liabilities  of a  change  in tax  rates is
         recognized in income in the period that  includes the  enactment  date.
         When the  recovery  of  deferred  tax assets  cannot be  considered  by
         management  to be more  likely  than  not,  a  valuation  allowance  is
         provided.



                                                                               6

                                      -24-
<PAGE>



GFR NUTRITIONALS INC.
Notes to Financial Statements

Years ended December 31, 1999 and 1998
--------------------------------------------------------------------------------


Significant accounting policies (continued):

     (e) Foreign currency translation:

         The  Company's  primary  functional  currency is the  Canadian  dollar.
         Monetary  assets  and  liabilities  resulting  from  transactions  with
         foreign  suppliers and customers  are  translated at year-end  exchange
         rates while income and expense accounts are translated at average rates
         in effect during the year. Gains and losses on translation are included
         in income.

     (f) Use of estimates:

         The  preparation of financial  statements in conformity  with generally
         accepted accounting principles in the United States requires management
         to make estimates and assumptions  that affect the reported  amounts of
         assets  and  liabilities  and  disclosure  of  contingent   assets  and
         liabilities  at the  date  of the  financial  statements  and  reported
         amounts of revenues and expenses  during the reporting  period.  Actual
         results could differ from those estimates.

2.   Inventory:

                                   1999           1998
     -------------------------------------------------
     Raw materials          $   155,016     $  222,617
     Work in process             48,295              -
     -------------------------------------------------
                            $   203,311     $  222,617
     =================================================


3.   Fixed assets:

                                                  Accumulated           Net book
     1999                            Cost         amortization             value
    ----------------------------------------------------------------------------
     Manufacturing equipment    $ 300,564         $     34,576         $ 265,988
     Furniture and fixtures         1,809                  273             1,536
     Office equipment              15,877                3,078            12,799
     Leasehold improvements         5,118                3,071             2,047
     Automobile                     7,305                1,015             6,290
    ----------------------------------------------------------------------------
                                $ 330,673         $     42,013         $ 288,660
    ============================================================================


                                                                               7
                                      -25-
<PAGE>


GFR NUTRITIONALS INC.
Notes to Financial Statements

Years ended December 31, 1999 and 1998
--------------------------------------------------------------------------------




3. Fixed assets:

                                               Accumulated           Net book
    1998                              Cost     amortization             value
    -------------------------------------------------------------------------
     Manufacturing equipment      $ 269,155     $      6,729        $ 262,426
     Office equipment                 8,280              828            7,452
     Furniture and fixtures             508               51              457
     Leasehold improvements           5,118            1,024            4,094
    -------------------------------------------------------------------------
                                  $ 283,061     $      8,632        $ 274,429
    =========================================================================




4.   Related party transactions:

     During the year, the Company accrued  $152,000 (1998 - $Nil) for management
     fees and paid  $60,000  (1998 - $29,300)  for rent to the  Company's  major
     shareholder.  As at December 31, 1999,  accounts payable includes  $122,509
     owing to the Company's major shareholders.

5.   Promissory note:
     ------------------------------------------------------------------------
                                                            1999         1998
     ------------------------------------------------------------------------
     Promissory note, repayable upon demand,
       including interest at 12%                       $  92,175   $  125,000
     ========================================================================


6. Long-term debt:
    -------------------------------------------------------------------------
                                                            1999         1998
    -------------------------------------------------------------------------
    TDBank Small  Business  loan,  repayable
      in monthly  instalments of $3,972,
      including  interest at 10.15%  (1998 - 9.15%),
      maturing  March 15, 2004, secured by certain
      manufacturing  equipment of the Company          $ 204,848    $ 233,035

     Less current portion of long-term debt               29,736       19,258
     ------------------------------------------------------------------------
                                                       $ 175,112    $ 213,777
     ========================================================================

                                                                               8

                                      -26-
<PAGE>

GFR NUTRITIONALS INC.
Notes to Financial Statements

Years ended December 31, 1999 and 1998
--------------------------------------------------------------------------------




6. Long-term debt (continued):

     Principal  payments  due on  long-term  debt  for  each of the  five  years
     subsequent to December 31, 1999 and thereafter are as follows:


    ------------------------------------------------------------
     Year ending:
     2000                                          $      29,736
     2001                                                 31,432
     2002                                                 34,775
     2003                                                 38,474
     2004                                                 70,431
     -----------------------------------------------------------



7. Share capital:

   -----------------------------------------------------------------------
                                                            1999      1998
   -----------------------------------------------------------------------
   Authorized:
     100 common shares with no par value
        Issued and outstanding:
          1  common share                                  $   1    $    1
   -----------------------------------------------------------------------



8.   Economic dependence:

     During 1999, the Company sold  approximately  $2,337,140 or 96% of sales to
     Prairie Naturals Inc. In 1998, sales to Prairie Naturals Inc. were $306,223
     or 98% of the Company's sales.  Future  operations of the Company depend on
     continuation of the manufacturing arrangement with Prairie Naturals Inc.

9.   Commitments:

     The Company has entered into a lease  agreement for its  manufacturing  and
     office  facilities with the Company's major  shareholder and other parties.
     The rental  charges  are $60,000 per year plus  property  taxes.  The lease
     expires December 31, 2001.


                                                                               9

                                      -27-
<PAGE>


GFR NUTRITIONALS INC.
Notes to Financial Statements

Years ended December 31, 1999 and 1998
--------------------------------------------------------------------------------

10. Subsequent events:

     (a)  On January 17,2000,  the Company issued 99 shares of common stock at a
          price of $.01 each.

     (b)  On  January  21,  2000,  the  Company  entered  into a share  exchange
          agreement with Laredo  Investment  Corp.  ("Laredo").  In exchange for
          100% of the shares of the Company,  shareholders  of GFR  Nutritionals
          Ltd.  will  receive  66% of the  common  shares of  Laredo.  Laredo is
          incorporated  in the  state  of  Nevada,  and is  registered  with the
          Securities and Exchange  Commission.  Laredo had never and will not on
          the closing of this transaction,  have ever conducted business,  owned
          assets,  employed  persons  or  incurred  any  liabilities  other than
          professional   fees  which  are  incurred  in  connection   with  this
          transaction.

                                                                              10

                                      -28-
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On January 17, 2000 GFR Nutritionals Ltd. ("GFR") and Laredo Investment
Corp. ("Laredo") executed the Merger Agreement that provides for the reverse
Merger of GFR with and into Laredo. See "The Merger." The following unaudited
pro forma condensed combined financial statements are based on the December 31,
1999 historical consolidated financial statements of GFR and Laredo contained
elsewhere herein, giving effect to the transaction under the purchase method of
accounting, with Laredo treated as the acquiring entity for financial reporting
purposes. The unaudited pro forma condensed combined balance sheet presenting
the financial position of the Surviving Corporation assumes the purchase
occurred as of December 31, 1999. The unaudited pro forma condensed combined
statement of operations presents the results of operations of the Surviving
Corporation, assuming the merger was completed on January 1, 1999.

The unaudited pro forma condensed combined financial statements have
been prepared by management of GFR and Laredo based on the financial statements
included elsewhere herein. The pro forma adjustments include certain assumptions
and preliminary estimates as discussed in the accompanying notes and are subject
to change. These pro forma statements may not be indicative of the results that
actually would have occurred if the combination had been in effect on the dates
indicated or which may be obtained in the future. These pro forma financial
statements should be read in conjunction with the accompanying notes and the
historical financial information of both GFR and Laredo (including the notes
thereto) included in this Form 8-K Current Report. (See Item 7.
"Financial Statements and Exhibits.")






                                      -29-
<PAGE>


                   UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
                   -------------------------------------------
                                December 31, 1999
                                -----------------


<TABLE>
<CAPTION>


                                                        GFR            Laredo                            Pro Forma
                                                    Nutritionals     Investment       Pro Forma           Combined
                                                        Ltd.           Corp.         Adjustments           Balance
                                                   -------------     ----------     -------------       -------------
<S>                                                  <C>             <C>             <C>                 <C>
ASSETS

Current Assets                                       $333,217        $      -        $      -            $333,217
Fixed Assets (net)                                    198,800               -               -             198,800
                                                   -------------     ----------     -------------       -------------

     Total Assets                                    $532,017        $      -        $      -            $532,017
                                                   =============     ==========     =============       =============

LIABILITIES AND STOCKHOLDERS'
EQUITY
Bank Indebtedness                                      33,346               -               -              33,346
Accounts Payable & Accrued Expenses                   267,124           1,350               -             268,474
Promissory Notes                                       63,481               -               -              63,481
Current Portion of Long-Term Debt                      20,479               -               -              20,479
                                                  --------------     ----------     -------------       -------------

    Total Current Liabilities                         384,430           1,350               -             385,780

Long-Term Debt                                        120,600               -               -             120,600
Deferred Income Taxes                                     268               -               -                 268
                                                  --------------     ----------     -------------       -------------

     Total Liabilities                                505,298           1,350               -             506,648
                                                  --------------     ----------     -------------       -------------

Stockholders' Equity:
  Common Stock                                              1          15,000          13,999    A         29,000
  Additional Paid in Capital                                -        (12,515)          12,719    A            204
   Retained Earnings (Deficit)                         26,718         (3,835)        (26,718)    A        (3,835)
                                                  --------------     ----------     ---------------     ------------

     Total Stockholders' Equity (Deficit)              26,719         (1,350)               -              25,369
                                                  --------------     ----------     ---------------     ------------

     Total Liabilities and Stockholders' Equity      $532,017        $      -        $      -            $532,017
                                                  ==============     ==========     ===============     ============

</TABLE>









   See accompanying notes to unaudited pro forma condensed combined financial
                                  statements.


                                      -30-
<PAGE>


                  UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
                  --------------------------------------------
                      FOR THE YEAR ENDED DECEMBER 31, 1999
                      ------------------------------------


<TABLE>
<CAPTION>


                                             GFR                Laredo                                  Pro Forma
                                         Nutritionals         Investment          Pro Forma             Combined
                                             Ltd.               Corp.            Adjustments             Balance
                                      ------------------- ------------------- ------------------    ------------------
<S>                                           <C>                   <C>                <C>                 <C>
Revenues:
   Sales                                      $1,669,034            $      -           $      -            $1,669,034
   Cost of Sales                               1,213,464                   -                  -             1,213,464
                                      ------------------- ------------------- ------------------    ------------------
      Gross Profit                               455,570                   -                  -               455,570

Expenses:
   General & Administrative                      358,688               2,635                  -               361,323
   Other Expense - Interest                       22,224                   -                  -                22,224
                                      ------------------- ------------------- ------------------    ------------------

Earnings (Loss) Before Income Taxes               74,658             (2,635)                  -                77,294
                                      ------------------- ------------------- ------------------    ------------------

Income Taxes:
   Current                                         7,113                   -                  -                 7,113
   Deferred                                        8,432                   -                  -                 8,432

Net Loss                                         $59,113            $(2,635)                  -               $56,478
                                      =================== =================== ==================    ==================

Loss per share                        $             0.00  $             0.00                        $          (0.01)
                                      =================== ===================                       ==================

Weighted average shares outstanding           19,000,000          10,000,000                               29,000,000
                                      =================== ===================                       ==================

</TABLE>





             See accompanying notes to unaudited pro forma condensed
                         combined financial statements.

                                      -31-
<PAGE>


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
---------------------------------------------------------
STATEMENTS
----------

(1)      General

In the reverse merger, GFR will be merged with and into Laredo, with the shares
of outstanding GFR Common Stock converted into an aggregate of approximately
19,000,000 shares. Subsequent to the Merger, GFR will hold 19,000,000 shares or
approximately 66% of the New Common Stock outstanding subsequent to the Merger,
subject to certain adjustments. Immediately preceding the merger 5,000,000
shares of Laredo restricted Common Stock held by officers with be canceled in
accordance with the merger agreement. Each remaining share of Laredo Stock
issued and outstanding prior to the Effective Time will be converted into one
share of New Common Stock for an aggregate of 10,000,000 shares of New Common
Stock or approximately 44% of the New Common Stock outstanding subsequent to the
Merger.


(2)      Pro Forma Adjustments

         The  adjustments  to the  accompanying  unaudited  pro forma  condensed
combined balance sheet as of December 31, 1999, are described below:

         (A) Record  merger by  converting  Laredo Common stock and GFR Stock to
newly issued shares of New Common Stock, par value $0.001 per share.

         The  adjustments  to the  accompanying  unaudited  pro forma  condensed
combined statements of operations are described below:

         There are no anticipated adjustments to the statements of operations as
a result of the merger.

                                      -32-
<PAGE>


Item 8. Changes In And Disagreements With Accountants On Accounting And
        Financial Disclosure:   None

                                    Part III

Item 9. Directors And Executive Officers Of The Company

Business Experience Of Management

Richard Pierce, President and CEO

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

Mr. Pierce has almost 15 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, Chief Financial Officer

Mr. Casavant joined the Company as Chief Financial Officer in April 2000. 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.

                                      -33-
<PAGE>
Lucretia Schanfarber, Director

Ms Schanfarber has served as Vice President of Sales and Marketing of GFR
Nutritionals since inception. She has over 25 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 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.


Item 10.  Executive Compensation

     (a) Summary Compensation Table

The Company has omitted the Summary Compensation Table as it has not paid any
cash or non-cash compensation to its Chief Executive Officer or other officers
during the fiscal year ended December 31, 1999.

     (b) Options/Sar Grants In Last Fiscal Year (Individual Grants)

The Company does not have a Directors and Officers Stock Option Plan, or a Key
Personnel Compensation Plan.

     (c)  Aggregated  Option/Sar  Exercises  In The Last  Fiscal Year And Fiscal
          Year-End Option/Sar Values

The Company does not have a Directors and Officers Stock Option Plan, or a Key
Personnel Compensation Plan.

     (d) Long-Term Incentive Plans - Awards In The Last Fiscal Year

The Company does not have a Directors and Officers Stock Option Plan, or a Key
Personnel Compensation Plan.

     (e) Compensation Of Directors

1. Standard Arrangements

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

2. Other Arrangements

There are no other arrangements.

                                      -34-
<PAGE>
     (f) Employment  Contracts And Termination Of Employment,  Change In Control
         Arrangements

The Company's President and CEO did not receive any compensation in 1998. For
the 12 months ended December 31, 1999, the President and CEO received $152,000
in compensation pursuant to an oral agreement.


Item 11.  Security Ownership Of Certain Beneficial Owners And Management

     (a)(b)  Security Ownership of Management and Certain Beneficial Owners
             holding five percent or greater of the 29,000,000 shares of
             common stock outstanding as of date of Closing of the
             Acquisition Agreement.


Title of      Name and Address                      Amount and Nature       % of
Class         of Beneficial Owner                of Beneficial Ownership   Class
--------------------------------------------------------------------------------
Common         Richard Pierce                           17,100,000         59.0%
               President, CEO, Director
               c/o Suite 1450, 1075 W. Georgia St.
               Vancouver, British Columbia V6B 3C9

               Lucretia Schanfarber                      1,900,000          6.6%
               Director
               c/o Suite 1450, 1075 W. Georgia St.
               Vancouver, British Columbia V6B 3C9

               Marc Casavant                                     0            0%
               Chief Financial Officer

               All officers and Directors               19,000,000         55.6%
               as a Group (3 persons)

     (1) c/o Suite 1450, 1075 W. Georgia St. Vancouver, British Columbia V6B 3C9


Compliance with Section 16 Reporting:

The above named Executive Officers and Directors failed to timely file Forms 3
Initial Statement of Ownership and Form 5 Annual Statement of Ownership. None of
the above named Executive Officers have entered into transactions requiring the
filing of a Form 4 Changes in Ownership. All holdings of common stock and
options to acquire common stock are accurately reported herein.

     (c) Changes In Control

On December 15, 1999, Shirley Bethurum, the Company's sole officer and director
appointed Lois Couston as a director of the Company and as President and Stella
Schreiner as Secretary and director. Immediately thereafter, Ms Bethurum
resigned all positions with the Company.

                                      -35-
<PAGE>
On January 21, 2000, the Company entered into an Acquisition Agreement with GFR
Nutritionals, Ltd., a British Columbia corporation, (GFR), Richard Pierce and
Lucretia Schanfarber (the GFR Majority Shareholders) to acquire their shares
representing 100% of the outstanding common stock of GFR in exchange for
19,000,000 shares of the Company's restricted common stock.

Item 12. Certain Relationships And Related Transactions

On January 21, 2000, the Company entered into an Acquisition Agreement with GFR
Nutritionals, Ltd., a British Columbia corporation, (GFR), Richard Pierce and
Lucretia Schanfarber (the GFR Majority Shareholders) to acquire their shares
representing 100% of the outstanding common stock of GFR in exchange for
19,000,000 shares of the Company's restricted common stock

Item 13. Exhibits, Financial Statement Schedules & Reports On Form 8-K

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

1. Audited Financial Statements of Laredo Investments Corp.

2. Audited Financial Statements of GFR Nutritionals, Ltd.

3. Pro Forma Financial Information giving effect to the acquisition

Exhibits as required by Item 601 of Regulation S-B

Exhibit Number    Description                       Incorporated by Reference to
--------------------------------------------------------------------------------
(3)(1)            Articles of Incorporation as
                  amended                           Company's  Report on Form
                                                    10SB12G  dated November 5,
                                                    1999

(3)(2)            Bylaws                            Company's Report on Form
                                                    10SB12G dated November 5,
                                                    1999.


27                Financial Date Schedule


(b) Reports of Form 8-K

    Change in Control / Acquisition of GFR Nutritionals Ltd., dated May 3, 2000


                                      -36-
<PAGE>
SIGNATURES

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

LAREDO INVESTMENTS CORP.

Dated: May 9, 2000


/s/ RICHARD PIERCE
------------------
Richard Pierce, President


/s/ LUCRETIA SCHANFARBER
------------------------
Lucretia Schanfarber, Director


/s/ MARC CASAVANT
-----------------
Marc Casavant, Chief Financial Officer

                                      -37-
<PAGE>