8-K

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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. ☐

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Item 4.01. Changes to Registrant’s Certifying Accountant.

On May 3, 2024, the United States Securities and Exchange Commission (the “SEC”) entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC (“Borgers”), the independent registered public accounting firm of Laredo Oil, Inc. (the “Company”). On May 9, 2024, the Company received a letter from the Division of Corporate Finance of the SEC, informing the Company that Borgers had been suspended from appearing or practicing before the SEC as an accountant.

Borgers reported on the Company’s financial statements for the fiscal year ended May 31, 2023. The Company is currently in the process of identifying and retaining a new qualified independent registered public accounting firm to review and opine on the Company’s annual financial statements moving forward.

Item9.01 Financial Statements and Exhibits.

(d) Exhibit

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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.

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EXHIBIT INDEX

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Exhibit 16.1

Dear Registrant,

We are writing to inform you that your auditor has been suspended from appearing or practicing before the Commission as an accountant pursuant to Rule 102(e) of the Commission’s Rules of Practice. You can find a copy of the order on the SEC’s website at https://www.sec.gov/files/litigation/admin/2024/33-11283.pdf and the related staff statement at https://www.sec.gov/corpfin/announcement/staffstatement-borgers-05032024.

As this auditor is suspended from appearing or practicing before the Commission, you may not include audit reports or consents from this auditor in your filings with the Commission on or after the date of order. If an auditor who is not currently permitted to appear or practice before the Commission audited any portion of the financial statements that you are required to include in filings you make with the Commission on or after the order date, you should obtain a re-audit from a firm that is currently permitted to appear or practice before the Commission.

If you have not already done so, please file an Item 4.01 Form 8-K to include all of the information required by that Item within four business days of the resignation or dismissal of this auditor. In providing the information that Item 304 of Regulation S-K requires, please also indicate that your prior auditor is not currently permitted to appear or practice before the Commission. This disclosure may be provided in lieu of a letter from the auditor stating whether it agrees with the required disclosure.

If you have any questions, please contact us at (202) 551-2076.