Notification That Annual Report Will Be Submitted Late (nt 10-k)
August 30 2021 - 5:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
one): x Form 10-K ¨
Form 20-F ¨ Form
11-K ☐ Form 10-Q ¨ Form
10-D ¨Form N-CEN ¨
Form N-CSR
For Period Ended: May 31,
2021
¨
Transition Report on Form 10-K
¨
Transition Report on Form 20-F
¨
Transition Report on Form 11-K
¨
Transition Report on Form 10-Q
For the Transition Period Ended: _______________________________________
Read Instructions (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing
checked above, please identify the Item(s) to which the notification relates:
PART
I – REGISTRANT INFORMATION
Laredo
Oil, Inc.
Full Name
of Registrant
Former
Name if Applicable
2021
Guadalupe Street, Ste. 260
Address
of Principal Executive Office (Street and Number)
Austin,
Texas 78705
City, State
and Zip Code
PART
II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
x
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(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense;
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(b)
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The
subject annual
report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached
if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra Sheets if Needed)
The
Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 cannot be filed within the prescribed
time period because the Company requires additional time to prepare and review its financial statements to ensure adequate disclosure
of the financial information required to be included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed
on or before the 15th calendar day following the prescribed due date.
PART
IV – OTHER INFORMATION
(1)
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Name and telephone
number of person to contact in regard to this notification:
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Bradley
E. Sparks, CFO
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512
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337-1199
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s).
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(3)
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Is it anticipated that any significant
change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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As reflected
the most recent Quarterly Report on Form 10-Q (filed April 19, 2021) of Laredo Oil, Inc. (the “Company”), pursuant to a Securities
Purchase Agreement dated December 31, 2020 (the “Securities Purchase Agreement”), by and among the Company, Alleghany Corporation
(“Alleghany”), Stranded Oil Resources Corporation, a wholly-owned subsidiary of Alleghany (“SORC”), and SORC
Holdings LLC, a wholly-owned subsidiary of the Company (“Buyer” or “SORC Holding”), Buyer purchased all of the
issued and outstanding shares of SORC stock (the “SORC Shares”) in a transaction that closed on December 31, 2020 (the “SORC
Purchase Transaction”). Further, pursuant to the SORC Purchase Agreement, Laredo and Alleghany entered into a Consulting Agreement
dated as of December 31, 2020 (the “Consulting Agreement”), pursuant to which Seller agreed to pay an aggregate of approximately
$1.245 million during calendar year 2021 in consideration of Laredo causing certain individuals to provide consulting services to Alleghany.
Prior
to December 31, 2020, the main source of the Company’s revenue was management fee revenue and operations reimbursements pursuant
to the Company’s Management Services Agreement with SORC (the “MSA”). In connection with the SORC Purchase Transaction,
the MSA was terminated effective as of December 31, 2020.
The
Company received and recorded management fee revenue and direct costs totaling $4,015,763and $4,775,976, respectively, for the fiscal
year ending May 31, 2021 and $8,145,167 and $7,968,985, respectively, for the fiscal year ending May 31, 2020. The decrease in revenues
and direct costs is primarily attributable to the termination of the MSA with SORC resulting in a reduction in force contributing to
the decrease in employee related costs as well as the cessation of the related monthly and quarterly management fee revenues in fiscal
year ending May 31, 2021 as compared to fiscal year ending May 31, 2020. Offsetting the decrease in the management fee revenue is an
increase in other revenue totaling $576,863 recorded for continued consulting services after the termination of the MSA.
During the years
ended May 31, 2021 and 2020, respectively, the Company incurred operating expenses of $499,332 and $307,048. These expenses consisted
of general operating expenses incurred in connection with the day to day operation of the Company’s business, the preparation and
filing of our required reports and stock option compensation expense. The increase in expenses for the year ended May 31, 2021 as compared
to the same period in 2020 is primarily attributable to consulting and legal costs related to investment in Cat Creek and the Securities
Purchase Agreement. The Company also experienced increases in other general and administrative expenses including insurance, IT and internet
services and transfer agent fees, as well as depreciation expense in connection with the acquired property, plant and equipment.
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Laredo Oil, Inc.
Name of Registrant as Specified in Charter
has caused this
notification to be signed on its behalf by the undersigned hereunto authorized.
Date:
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August
30, 2021
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By:
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/s/ Bradley E. Sparks
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Bradley E. Sparks
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Chief Financial Officer
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