FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets

Effective May 23, 2023, Laredo Oil, Inc. (the “Company”) transferred to Mark See, the Company’s Chief Executive Officer, two vehicles, a 2018 Ford Explorer and a John Deere Hoe Loader Model 420F2, which the Company determined had a combined current market value of $97,760. The transfer of the vehicles to Mr. See was in consideration of $97,760 of Mr. See’s unpaid compensation.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective May 23, 2023, the Company amended the first paragraph of Article Fourth of its Certificate of Incorporation. The amendment to Article Fourth increased the total number of authorized shares of the Company’s Common Stock, $0.0001 par value, from 90,000,000 shares to 120,000,000 shares. The amendment was approved and adopted by the Company’s directors and stockholders holding a majority of the outstanding shares of the Company’s common stock, in accordance with Delaware law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

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 hereunto duly authorized.

EXHIBIT INDEX