UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 10-Q

☒

☑

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

~~For the~~ ~~quarterlyperiod~~ ~~ended~~ ~~November 30~~, ~~2021~~

	☐
	For the quarterly period ended November 30, 2022

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

	For the transition period from ___ to ___

~~For the transition period from ___ to ___~~

Commission file number: 000-53994

~~LZG INTERNATIONAL, INC.~~

~~(Exact name of registrant as specified in its charter)~~

~~FLORIDA~~LZG INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida

90-1907109

(State or other jurisdiction of

incorporation or organization)

~~98-0234906~~

(I.R.S. Employer

Identification No.)

135 WEST 41st STREET, SUITE 5-104 NEW YORK, NY

10036

~~2157 S. LINCOLN STREET~~, ~~SUITE 401~~, ~~SALT LAKE CITY~~, ~~UTAH~~

(Address of principal executive offices)

~~84106~~

(Zip ~~code)~~Code)

~~Registrant's~~Registrant’s telephone number, including area code: (~~801~~) ~~323-2395~~(917) 310-3978

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ ☒ No ~~��~~☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See ~~the definitions~~definition of ~~"large~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~ “smaller reporting ~~company"~~company” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

~~Non-accelerated filer~~ ☑

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company☑

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b-2~~12b‑2 of the Exchange Act). Yes ☐ No ☑ ☒

The number of shares outstanding of the ~~registrant's~~registrant’s common stock as of January ~~19, 2022~~13, 2023, was ~~10,250,556~~.153,397,456.

TABLE OF CONTENTS

			PAGE
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements ~~(Unaudited)~~	2	3
	Condensed Balance Sheets (Unaudited)		3
	Condensed Statements of Operations (Unaudited)		4
	Condensed Statements of Stockholders’ Equity ~~Deficit~~(Deficit) (Unaudited)		5
	Condensed Statements of Cash Flows (Unaudited)		6
	Notes to the Unaudited Condensed Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11	19
Item 4.	Controls and Procedures	11	19

		PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	12	21
Item 1a.	Risk Factors ~~Information~~	12	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12	21
Item 3.	Defaults Upon Senior Securities	12	21
Item 4.	Mine Safety Disclosures	12	21
Item 5.	Other Information	12	21
Item 6.	Exhibits	12	22
~~Signatures~~	13 Signatures		23

Table of Contents

PART I – FINANCIAL INFORMATION

~~ITEM~~Item 1. ~~FINANCIAL STATEMENTS~~Financial Statements

NOTE: This Form 10-Q is incomplete, as the Company did not obtain a review of the interim financial statements by an independent accountant using professional review standards and procedures, although such a review is required by this Form 10-Q.

The delay is due to the inability of the Company and the auditor to complete the work in the prescribed time. The Company anticipates that the review of the financial statements will be completed within the next week and the Company will file an amended Form 10-Q/A subsequent to the completed review.

LZG International, Inc and Subsidiary
Condensed Consolidated Balance Sheets
(Unaudited)

ASSETS
	As of
	November 30,			May 31,
	2022			2022
	UNAUDITED			AUDITED

CURRENT ASSETS
Cash	$	531,464		$	81,567
Accounts Receivable, Trade		4,254,597			24,471
Accounts Receivable, Trade, Related Party		-			130,341
Other Receivables, Related Party		-			9,794,813
Other Current Assets		14,060,426
Total Current Assets		18,846,487			10,031,192

FIXED ASSETS
Buildings and Other Fixed Assets		286,535			-
Accumulated Depreciation		(176,270	)		-
Net Fixed Assets		110,265			-

Right of Use Operating Asset		117,311

OTHER ASSETS
Intangible Assets		13,854,969			11,643,000
Accumulated Amortization		(2,631,284	)		(178,250	)
Other Long Term Assets		125,382			-
Goodwill		24,946,433
Total Other Assets		36,295,500			11,464,750

TOTAL ASSETS	$	55,369,563		$	21,495,942

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable	$	2,839,679		$	2,036
Other Payable - Related Party		4,495,854			-
Note Payable - Related Party		3,000,000			3,000,000
Notes Payable		7,221,279			-
Accrued Expenses		146,839			50,000
Deferred Revenue		13,891,437			85,866
Accrued Interest - Related Party					11,836
Accrued Interest		433,170			-
Other Current Liabilities		4,027,190			-
Deferred Tax Liability					-
Total Current Liabilities		36,055,448			3,149,738

LONG-TERM LIABILITIES:
Notes Payable - Long Term		3,032,474			-
Operating Lease - Long Term		76,945
Total Long Term Liabilities		3,109,419			-

TOTAL LIABILITIES		39,164,867			3,149,738

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding	$	-		$	-

Common Stock, $0.001 par value; 250,000,000 shares authorized 145,609,472 and 144,899,472 shares issued and outstanding at 11/30/22 and 05/31/22		145,610			144,899

Additional Paid in Capital		27,686,117			22,474,358
Accumulated Deficit		(11,707,645	)		(4,273,053	)
Accumulated Other Comprehensive Loss		80,614

Total Stockholders' Equity		16,204,696			18,346,204

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	55,369,563		$	21,495,942

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

Table of Contents

LZG International, Inc and Subsidiary
Condensed Consolidated Statements of Operations
(Unaudited)

	THREE MONTHS ENDED			THREE MONTHS ENDED			SIX MONTHS ENDED			SIX MONTHS ENDED
	11/30/22			11/30/21			11/30/22			11/30/21

REVENUES	$	6,939,614		$	43,447		$	9,372,426		$	43,447

COST OF REVENUES		(1,435,544	)		(8,208	)		(1,749,949	)		(8,208	)

GROSS PROFIT		5,504,070			35,239			7,622,477			35,239

OPERATING EXPENSES
Research and Development Costs		(5,411,150	)					(5,316,243	)
Sales and Marketing		(1,271,680	)					(4,520,501	)
General and Administrative		(722,501	)		(22,965	)		(2,213,691	)		(32,690	)
Total Operating Expenses		(7,405,331	)		(22,965	)		(12,050,435	)		(32,690	)

Net Operating Loss		(1,901,261	)		12,274			(4,427,958	)		2,549

OTHER INCOME (EXPENSE)
Other Income		99,359						172,995
Currency Exchange Loss		31,432						(107,584	)
Total Other Income (Expense)		130,791			-			65,411			-

NET LOSS BEFORE NONOPERATING EXPENSES		(1,770,470	)		12,274			(4,362,547	)		2,549
NONOPERATING INCOME/(EXPENSE)
Interest Expense		(186,667	)		(1,571	)		(301,334	)		(2,968	)
Interest Expense - related party		(60,000	)		(2,854	)		(120,000	)		(5,708	)
Amortization and Depreciation		(595,918	)					(1,179,843	)
Stock Compensation Expense		(1,087,477	)					(1,449,969	)
Total Nonoperating Expense		(1,930,062	)		(4,425	)		(3,051,146	)		(8,676	)

LOSS BEFORE INCOME TAXES		(3,700,532	)		7,849			(7,413,693	)		(6,127	)

INCOME TAXES		(20,899	)		-			(20,899	)		-

NET LOSS	$	(3,721,431	)	$	7,849		$	(7,434,592	)	$	(6,127	)

Net Loss Per Share	$	(0.02	)	$	0.00		$	(0.05	)	$	(0.00	)

Weighted average shares outstanding		152,966,276			4,426,380			150,068,465			2,327,059

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

Table of Contents

LZG International, Inc and Subsidiary
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)
For the six months ended November 30, 2022 and 2021
(UNAUDITED)

										Accumulated			Total
					Additional					Other			Stockholders'
	Common Stock				Paid in		Accumulated			Comprehensive			Equity
	Shares		Amount		Capital		Deficit			Loss			(Deficit)

Balance - May 31, 2021		250,556	$	251	$	3,063,134	$	(3,353,260	)	$	-		$	(289,875	)

Net loss		-		-		-		(13,976	)		-			(13,976	)

Balance - August 31, 2021		250,556	$	251	$	3,063,134	$	(3,367,236	)	$	-		$	(303,851	)

Net Loss							$	7,849						7,849
Issuance of common shares for acquisition of software		10,000,000	$	10,000	$	338,000								348,000

Balance - November 30, 2021		10,250,556	$	10,251	$	3,401,134	$	(3,359,387	)	$	-		$	51,998


Balance - May 31, 2022		144,899,472	$	144,899	$	22,474,358	$	(4,273,053	)	$	-		$	18,346,204

Net loss		-		-		-		(3,713,161	)		-		$	(3,713,161	)

Foreign currency translation adjustment		-		-		-		-			(1,906,906	)	$	(1,906,906	)

Restricted stock assigned for services (non-vested)					$	362,492		-			-		$	362,492

Balance - August 31, 2022		144,899,472	$	144,899	$	22,836,850	$	(7,986,214	)	$	(1,906,906	)	$	13,088,629

Net loss								(3,721,431	)				$	(3,721,431	)

Issuance of common shares for business acquisition		710,000		711		3,761,790							$	3,762,501

Foreign currency translation adjustment											1,987,520		$	1,987,520

Restricted stock assigned for services (non-vested)					$	1,087,477							$	1,087,477

Balance - November 30, 2022		145,609,472	$	145,610	$	27,686,117	$	(11,707,645	)	$	80,614		$	16,204,696

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

Table of Contents

LZG International, Inc and Subsidiary
Condensed Consolidated Statements of Cash Flows
For the six months ended
UNAUDITED

	11/30/22			11/30/21

Cash Flows from Operating Activities
Net Loss	$	(7,434,592	)	$	(6,127	)
Adjustment to reconcile net (loss) to cash used in operating activities:
Amortization and depreciation		1,179,843			8,208
Stock issued for services performed		1,449,969

Changes in assets and liabilities:
Accounts Receivable, Trade		(364,907	)
Other Receivables		317,633
Other Receivables, Related Party		14,418,972
Other Current Assets		(6,583,802	)
Other Long Term Assets		(86,750	)
Accounts Payable - related party		-			3,000
Accounts Payable		156,457			1,350
Operating Lease Assets		(117,311	)
Operating Lease Liabilities		99,686
Other Current Liabilities		1,408,893
Deferred Tax		36,412
Accrued Expenses		(6,332	)
Deferred Revenue		5,208,575
Accred Interest		301,334			2,968
Accred Interest - related party		120,000			5,708
Net Cash provided by (used in) Operating Activities		10,104,080			15,107

Cash Flows from Financing Activities:
Net Proceeds from Notes Payable		12,000,000			25,000
Repayments of Debt		(3,103,856	)
Proceeds from Issuance of Common Stock		3,762,500
Net cash provided by Financing Activities		12,658,644			25,000

Cash Flows from in Investing Activities:
Fixed Asset Acquisitions		(14,595	)
Acquisition of PrimeSource, net of cash acquired		(17,648,979	)
Acquisition of Predictive Black, net of cash acquired		(2,765,987	)
Acquisition of SoTech, net of cash acquired		(1,963,880	)
Net Cash used in Investing Activities		(22,393,441	)		-

Unrealized Currency Loss		80,614
Increase in Cash		449,897			40,107

Cash and Cash Equivalents, Beginning of Period		81,567			4,735

Cash and Cash Equivalents, End of Period	$	531,464		$	44,842

Non-Cash Investing and Financing Activities

Issuance of common stock for acquisition of software					348,000

Issuance of 170,000 shares of common stock for SO Tech stock acquisition		1,062,300
Issuance of 540,000 shares of common stock for Predictive Black stock acquisition		2,700,000

On August 1, 2022, the Company assigned 7,837,672 of restricted common shares in exchange for in-kind consulting services. The shares were valued at $17,399,632 or $2.22/share. Expenses are recognized over the vesting period. For the six months ended 11/30/22, $1,449,969 was recognized as expense.

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

Table of Contents

~~LZG INTERNATIONAL, INC.~~

~~For the Three and Six Months Ended~~

~~November 30, 2021~~

~~(Unaudited)~~

LZG International ~~Inc.~~

~~Condensed Balance Sheets~~

~~(Unaudited)~~

November 30,
2021 May 31,
2021
ASSETS
CURRENT ASSETS
Cash $ 44,842 $ 4,735
Total Current Assets 44,842 4,735
OTHER ASSETS
Software, net 339,792 —
Total Other Assets 339,792 —
TOTAL ASSETS $ 384,634 $ 4,735

CURRENT LIABILITIES
Accounts Payable $ 1,450 $ 100
Accounts Payable – related party 9,000 6,000
Note Payable – related party 119,200 119,200
Notes Payable 94,800 69,800
Accrued Interest – related party 29,513 24,745
Accrued Interest 33,016 30,048
Total Current Liabilities 286,979 249,893

LONG-TERM LIABILITIES
Notes Payable – related party 23,500 23,500
Accrued Interest – related party 22,157 21,217
Total Long-term Liabilities 45,657 44,717

TOTAL LIABILITIES $ 332,636 $ 294,610

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value, 20,000,000 shares authorized, NaN issued and outstanding $ — $ —
Common Stock, $.001 par value, 100,000,000 shares authorized; 10,250,556 and 250,556 shares issued and outstanding, respectively 10,251 251
Additional Paid-in Capital 3,401,134 3,063,134
Accumulated Deficit (3,359,387 ) (3,353,260 )
Total Stockholders' Equity (Deficit) 51,998 (289,875 )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 384,634 $ 4,735

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

~~LZG International, Inc.~~

~~Condensed Statements of Operations~~

~~(Unaudited)~~

THREE
MONTHS ENDED
NOV 30,
2021 THREE MONTHS ENDED
NOV 30,
2020 SIX
MONTHS ENDED
NOV 30,
2021 SIX
MONTHS ENDED
NOV 30,
2020
REVENUES $ 43,447 $ — $ 43,447 $ —

Cost of sales
Software amortization 8,208 — 8,208 —
GROSS PROFIT 35,239 — 35,239 —

OPERATING EXPENSES
General and Administrative 22,965 2,825 32,690 8,150
TOTAL OPERATING EXPENSES 22,965 2,825 32,690 8,150

Net Operating Income (Loss) 12,274 (2,825 ) 2,549 (8,150 )

OTHER EXPENSE
Interest Expense (1,571 ) (1,282 ) (2,968 ) (2,501 )
Interest Expense – related party (2,854 ) (2,734 ) (5,708 ) (5,468 )
TOTAL OTHER EXPENSE (4,425 ) (4,016 ) (8,676 ) (7,969 )

INCOME (LOSS) BEFORE INCOME TAXES 7,849 (6,841 ) (6,127 ) (16,119 )

INCOME TAXES EXPENSE — — — —

NET INCOME (LOSS) $ 7,849 $ (6,841 ) $ (6,127 ) $ (16,119 )

Net Income (Loss) Per Share – basic and diluted $ (0.00 ) $ (0.03 ) (0.00 ) (0.06 )

Weighted Average Shares Outstanding – basic and diluted 4,426,380 250,556 2,327,059 250,556

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

~~LZG International, Inc.~~

~~Condensed Statement of Stockholders’ Equity (Deficit)~~

~~For the six months ended November 30, 2021~~Inc and ~~2020~~

~~(Unaudited)~~

Additional Total
Common Stock Paid in Accumulated Stockholders’
Shares Amount Capital Deficit Deficit
Balance – May 31, 2020 250,556 $ 251 $ 3,063,134 $ (3,323,418 ) $ (260,033 )
Net loss for the quarter ended August 31, 2020 — — — (9,278 ) (9,278 )
Balance – August 31, 2020 250,556 $ 251 $ 3,063,134 $ (3,332,696 ) $ (269,311 )
Net loss for the quarter ended November 30, 2020 — — — (6,841 ) (6,841 )
Balance – November 30, 2020 250,556 $ 251 $ 3,063,134 $ (3,339,537 ) $ (276,152 )

Balance – May 31, 2021 250,556 $ 251 $ 3,063,134 $ (3,353,260 ) $ (289,875 )
Net loss for the quarter ended August 31, 2021 — — — (13,976 ) (13,976 )
Balance – August 31, 2021 250,556 $ 251 $ 3,063,134 $ (3,367,236 ) $ (303,851 )
Net income for the quarter ended November 30, 2021 — — — 7,849 7,849
Issuance of common shares for acquisition of software 10,000,000 10,000 338,000 — 348,000
Balance – November 30, 2021 10,250,556 $ 10,251 $ 3,401,134 $ (3,359,387 ) $ 51,998

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

~~LZG International, Inc.~~

~~Condensed Statements of Cash Flows~~

~~(Unaudited)~~

SIX
MONTHS ENDED
NOV 30, 2021 SIX
MONTHS ENDED
NOV 30, 2020
Cash Flows from Operating Activities
Net Loss $ (6,127 ) $ (16,119 )
Adjustment to reconcile net loss to cash provided (used) by operating activities:
Software amortization 8,208 —
Changes in operating assets and liabilities:
Accounts payable – related party 3,000 3,000
Accounts payable 1,350 —
Accrued interest 2,968 2,502
Accrued interest – related party 5,708 5,468
Net Cash Provided (Used) by Operating Activities 15,107 (5,149 )

Cash Flows from Investing Activities — —

Cash Flows from Financing Activities:
Proceeds from notes payable 25,000 5,000
Net Cash Provided by Financing Activities 25,000 5,000

Increase (Decrease) in Cash 40,107 (149 )

Cash, Beginning of Period 4,735 1,834

Cash, End of Period $ 44,842 $ 1,685

Supplemental Cash Flow Information:
Cash Paid For:
Interest $ — $ —
Income Taxes $ — $ —

Non-cash Investing and Financing Activities
Issuance of common stock for acquisition of software $ 348,000 $ —

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

~~LZG International, Inc.~~Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, ~~2021~~2022

~~(Unaudited)~~(UNAUDITED)

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

~~The~~In the opinion of management, the accompanying unaudited ~~condensed financial statements~~interim Condensed Consolidated Financial Statements of LZG International and its subsidiary reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been ~~prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.~~eliminated in consolidation. Certain information and footnote ~~disclosures~~disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted ~~accounting principles~~in the United States of America have been condensed or omitted ~~in accordance with such~~pursuant to instructions, rules and ~~regulations.~~regulations prescribed by the Securities and Exchange Commission (“SEC”). The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although managementCompany believes that the disclosures ~~and information presented~~provided herein are adequate to make the information presented not misleading ~~it is suggested that~~when these ~~interim condensed financial statements be~~unaudited Condensed Consolidated Financial Statements are read in conjunction with the audited Financial Statements contained in the Company’s ~~audited financial statements and notes thereto included in its~~Form 10-K for the year ended May ~~31, 2021 Annual Report on Form 10-K. As a result~~31,2022. The results of ~~acquiring the Fat Brain technology, the Company is launching business operations.~~

~~Operating results~~operations for the six ~~months~~months’ ended November 30, ~~2021~~2022 are not necessarily indicative of the results to be expected for the full year. The Consolidated Financial Statements as of May 31, 2022 are derived from audited financial statements included in the Company’s Form 10-K for the year ~~ending~~ended May 31, 2022.

Organization

LZG International, Inc. (“the Company”) is a Florida company that was incorporated on May 22, 2000. To date, the Company has not paid any dividends and does not anticipate dividends to be paid in the foreseeable future.

On June 17, 2022, the Company entered into a Master Stock Purchase Agreement with two individuals, Yevgeniy Chsherbinin and Victor Nazarov through its wholly owned subsidiary, FB Prime Source Acquisition, LLC to acquire Prime Source, a Kazakhstani corporation and Prime Source’s affiliates consisting of Prime Source Innovation, Prime Source – Analytical Systems, Digitalism, and InFin-IT Solution (together with Prime Source, the “Prime Source Companies”). The agreed upon purchase price of $18,000,000 is payable on a payment schedule.

On September 22, 2022, the Company, through its wholly owned subsidiary, FatBrain Acquisition Company Limited, entered into a Stock Purchase Agreement to acquire all outstanding shares of SO Technology Ltd, a United Kingdom limited company (“SO Tech”). The agreed upon purchase price of $2,762,500 is comprised of a cash distribution of $1,700,000 (payable on a payment schedule) and 170,000 shares of common stock valued at $1,062,500 or $6.25/share.

On November 14, 2022, the Company, through its wholly owned subsidiary, FatBrain Acquisition Company Limited, entered into a Stock Purchase Agreement to acquire all outstanding shares of Predictive Black Ltd, a United Kingdom limited company (“Predictive Black”). The agreed upon purchase price of $3,300,000 is comprised of a cash distribution of $600,000 (payable on a payment schedule) and 540,000 shares of common stock valued at $2,700,000 or $5.00/share.

Fiscal Year

The Company’s fiscal year ends on May 31.

Table of Contents

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

Revenue Recognition– ~~The Company's sources~~

Substantially all the Company’s revenue is derived from contracts with customers for subscription services over a period of revenue are from the sale of intellectual property licenses and technology, including services to configure, test and deploy FatBrain solutions on client servers, and providing training and support to a client’s staff. Revenues are reported net of returns.

~~In accordance with Accounting Standards Codification (“ASC”) Topic 606,~~ ~~Revenue from~~time. Contracts with ~~Customers~~ ~~(“ASC 606”),~~customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue ~~upon the transfer of promised technologies or~~when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for ~~promised technologies or~~those services. The Company ~~applies~~typically satisfies its performance obligations in contracts with customers upon delivery of the ~~following five-step revenue recognition model~~services. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there are no allowances. All the Company’s contracts have a performance obligation satisfied at a point in ~~accounting~~time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made.

Cost of Revenues

Cost of Revenues primarily include expenses incurred by the Company to host and deliver products through the marketplace and payroll expenses directly to the production of market ready products. Related platform and payment processing fees are recorded in the period incurred. Payroll costs are recognized in the period they were incurred.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Accounts Receivable

Accounts receivables are recorded at the amount due from customers and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities on the Statement of Cash Flows. The Company does not have any off-balance-sheet credit exposure related to its customers. The Company evaluates the collectability of its accounts receivables based on collection risks and historical experience. Estimated losses, if any, are recorded to the allowance for ~~its revenue arrangements:~~doubtful accounts and as a general expense. There were no anticipated losses in the current reporting period or for the prior year ended May 31, 2022 and therefore, no allowance for doubtful accounts is deemed necessary.

Leases

The Company maintains a corporate office in a leased facility which is accounted for as an operating lease. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets.

The Company amortizes leasehold improvements over the shorter of the life of the lease or the projected life of the improvements.

Fair Value Measurement

The fair value hierarchy categorizes the inputs used to measure fair value into three levels, which are described as follows:

	·	Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
	·	Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
	·	Level 3: Inputs for the asset or liability that are not based on observable market data

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LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

It is not practicable to estimate the fair value of related party loans because there is no established market for these loans and it is inappropriate to estimate future cash flows, which are largely dependent on the Company establishing or acquiring operations at some future point. No financial instruments are held for trading purposes.

Goodwill and Intangible Assets

The Company relies on guidance under ASC 350, Intangibles – Goodwill and Other, to account for intangible assets. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows.

In accordance with U.S. GAAP for goodwill and other indefinite-lived intangibles, the Company tests these assets for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations.

The estimated useful lives for each intangible asset class are as follows:

	Estimated Useful Lives
AI Technology (Angelina FX)	5 years
Intellagents IT Platform and ecosystem	5 years
FatBrain IT	5 years
IP Technology, Prime Source	5 years

Impairment Assessment

The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. For the year period ended November 30, 2022, the Company recorded no impairments to intangible assets or long-lived assets.

Sales and Marketing

Sales and marketing expenses are expensed and incurred and primarily consist of costs associated with acquiring new clients or selling new products. Expenses include salaries, commissions, online advertising costs as well as outsourced marketing strategy.

General and Administrative

General and administrative expenses consist of costs primarily related to finance operations, human resources, executive management, legal, corporate technology, corporate development, amortization, and certain other administrative costs that are not directly attributed to a product or service.

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LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

~~The ASC 606 criteria~~Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs include external costs of outside vendors engaged to design, test and program IT Technologies. Other research and development activities include salaries and related payroll expenses related to the ~~Company uses to recognize revenue comprise~~Company’s research and development activities.

Costs for certain development activities are estimated based on an evaluation of the ~~following:~~

1. ~~Contract with~~progress to completion of specific tasks using data such vendor representation. Payments for these activities are based on the ~~customer~~ – The Company acquired the contractual rights to the Angelina Agreement, dated May 10, 2021. This agreement comprises a subsisting, identifiable contract between Tempus Inc. (an unrelated entity) and the Company, reflecting that the parties have approved the agreement, are committed to fulfilling their obligations, each party's rights are identifiable and the payment terms ~~are quarterly subscriptions fees and transactions revenues.~~

2. ~~Performance obligations~~ – The Company builds the software solution called Angelina FX which logs into a customer's general ledger, such as QuickBooks, and automatically determines the amount of savings a customer would enjoy if using the Angelina FX rate versus what they actually paid, as reflected in an FX Fair Value Report.

3. ~~Transaction price~~ ~~– The economic considerations are clearly spelled out in the Angelina Agreement~~

~~comprising estimated annual subscription revenue, plus a share~~ of the ~~transaction revenue earned~~individual arrangements, which may differ from the ~~application.~~

4. ~~Allocation~~pattern of ~~transaction price~~ ~~– The $43,447 is a quarterly payment earned under the subscription obligation for using our service.~~

5. ~~Revenue recognition~~ – The revenue is recognized when the subscription obligation of providing, hosting and operating the software has been performed. Cost of revenue consist of amortization of the underlying software utilized in the Angelina Agreement.costs incurred.

Use of Estimates

In preparing financial statements, management is required 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 revenues and expenses during the reporting period. Actual results may differ from these estimates.

Basic and Fully Diluted ~~Loss~~Income (Loss) Per Share– ~~Basic~~

In accordance with ASC 260, Earnings Per Share (“ASC 260”) the computations of basic loss per share ~~is computed by dividing net loss by~~of common stock are based on the ~~weighted-average~~weighted average number of common shares outstanding during the ~~period. Diluted~~periods presented in the financial statements.

The computations of basic and fully diluted loss per share ~~is computed by dividing net loss by the weighted-average number~~ of common ~~shares and dilutive potential~~stock are based on the weighted average number of common shares outstanding during the ~~period. There are~~periods presented in the financial statements, plus the common stock equivalents, which would arise from the exercise of stock options and warrants outstanding during the period, or the exercise of convertible debentures. As of November 30, 2022, all common stock activity has been included and there were no ~~potentially dilutive securities outstanding, so basic and diluted loss per share is the same.~~items considered to be anti-dilutive.

~~Intangible Assets~~– ~~The Company relies on~~ ~~guidance under ASC 350,~~ ~~Intangibles – Goodwill and Other~~~~, to~~ account for intangible assets. Intangible assets are either amortized over their finite lives as determined by management or their contractual lives, or analyzed periodically for impairment if indefinite-lived. An annual review is made of the assets for impairment.

Software Costs–

The Company follows ~~FASB~~ASC 985-20, Costs of Computer Software to be Sold, Leased, or Marketed,, whereby costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed ~~for use internal and~~to be sold to external users, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development. Purchased software that has reached technological feasibility and that has no alternative use, other than existing licenses or contracts for which it is being utilized, is capitalized at cost and amortized ratably over the term of the underlying contract.

Stock-based Compensation

The Company accounts for stock-based compensation to employees and non-employees in conformity with the provisions of ASC 718, Stock Based Compensation. The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards are recognized on a straight-line basis over the requisite service period.

Common shares issued to third parties for services provided are valued based on the estimated fair value of the Company’s common shares. All stock-based compensation costs are recorded in expenses in the condensed consolidated statements of operations.


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LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. Cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may at times have balances in financial institutions that are more than the federally insured limit of $250,000.

Major Customers

For the six months ended November 30, 2022, the Company did not have any customers with greater than 10% of consolidated sales.

NOTE 2 – BUSINESS ACQUISITION

On June 17, 2022, the Company entered into a Master Stock Purchase Agreement with two individuals, Yevgeniy Chsherbinin and Victor Nazarov through its wholly owned subsidiary, FB PrimeSource Acquisition, LLC to acquire Prime Source, a Kazakhstani corporation and Prime Source’s affiliates consisting of Prime Source Innovation, Prime Source – Analytical Systems, Digitalism, and InFin-IT Solution (together with Prime Source, the “Prime Source Companies”).

The Company accounted for these acquisitions as business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, the Company used its best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The results of operations of the acquired businesses since the date of acquisition are included in the consolidated financial statements of the Company for the six months ended November 30, 2022. The total purchase consideration was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition, as determined by management. The excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed has been recorded as goodwill. The value of the goodwill from the acquisitions described below can be attributed to a number of business factors including, but not limited to, cost synergies expected to be realized, the intellectual property acquired, and a trained technical workforce.

In conjunction with acquisition, the Company uses various valuation techniques to determine fair value of the assets acquired, with the primary techniques being discounted cash flow analysis, relief-from-royalty, a form of the multi-period excess earnings and the with-and-without valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Inputs to these valuation approaches require significant judgment including: (i) forecasted sales, growth rates and customer attrition rates, (ii) forecasted operating margins, (iii) royalty rates and discount rates used to present value future cash flows, (iv) the amount of synergies expected from the acquisition, (v) the economic useful life of assets and (vi) the evaluation of historical tax positions. In certain acquisitions, historical data is limited, therefore, we base our estimates and assumptions on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. We have engaged outside consultants to assist us with the valuation of our acquisition. As of November 30, 2022, the results of the valuations are not yet available.

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LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

The purchase price and purchase price allocation cost as of the acquisition completion date follows:

	Prime Source Companies		So Tech		BP LTD
Purchase Price:
Cash, net of cash acquired	$	5,723,388	$	901,380	$	80,000
Note Payable		12,000,000		700,000		520,000
170,000 shares of common stock, values at $6.25/sh		-		1,062,500		-
540,000 shares of common stock, values at $5.00/sh		-		-		2,700,000
Total Purchase Price, net of cash acquired	$	17,723,388	$	2,663,880	$	3,300,000

	Prime Source Companies			So Tech		BP LTD
Assets Acquired:
Cash	$	-				$	14,013
Accounts Receivable, Trade, net of allowance	$	3,653,805		$	208,476	$	2,938
Other Receivables		8,023			26,254		283,356
Customer Supplies		361,455					-
Other Current Assets		7,118,181					1
Fixed Assets		94,453			993		224
Intangible Assets		1,009,336					-
Other Long-Term Assets		39,471					-
Total Assets Acquired		12,284,724			235,723		300,532

Liabilities Assumed:
Accounts Payable		2,631,847			-		90,977
Accrued Expenses		49,456			53,716		-
Deferred Revenue		8,596,996					-
Other Current Liabilities		2,418,468			72,647
Creditor Loans		-			43,184		212,981
Total Liabilities Assumed		13,696,767			115,831		303,958
Net Assets Acquired		(1,375,631	)		119,893		(3,426	)
Excess Purchase Price “Goodwill”	$	19,099,019		$	2,543,987	$	3,303,426

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LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

The excess purchase price has been recorded as goodwill ($19,099,019 for the Prime Source Companies, $2,543,987 for SoTech, and $3,303,426 for PB LTD). In accordance with US GAAP for goodwill and other indefinite-lived intangibles, the Company tests Goodwill for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations. The goodwill is amortizable for tax purposes.

Identifiable intangible assets acquired by the business combinations are amortized over the estimated useful lives of the assets as determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. The estimated useful life of the identifiable intangible assets is five years.

NOTE 3 – REVENUES

Deferred revenue is recorded when cash payments are received or due in advance of the Company’s performance, including amounts which are refundable. The Company typically sells software and services with a term from one month up to 1 year. Payments may be made by customers in advance, at the time of sale. As such, the company may receive up to 1 year of revenue in advance.

The transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which may include unearned revenue and unbilled amounts that will be recognized as revenue in future periods. The transaction price allocated to the remaining performance obligations is influenced by several factors, including the timing of renewals, the timing of delivery of software licenses, average contract terms, and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes, and other market factors.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

(a) Commitments

Effective 10/01/2022, the Company began leasing office space under a lease commitment that expires on September 30, 2024. Future minimum lease payments for the twelve months ended November 30, are as follows:

2023	$	63,551
2024		43,969
Total Future Lease Payments	$	107,520

The following table summarized the components of the gross operating lease costs incurred for the six months ended November 30, 2022:

For the Six Months Ended November 30, 2022
Operating Lease Cost:
Current Lease Cost	$	73,342
Long Term Lease Cost		43,969
Total Operating Lease Cost	$	117,311

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LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

(b) Contingencies

In the normal course of business, from time to time, the Company could be involved in legal actions relating to the ownership and operations of the Company. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on the financial position, results of operations, or liquidity of the Company.

NOTE 5 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception ~~has limited cash flows from operations,~~ and has ~~only recently launched~~ revenue-generating ~~activities. Its~~activities that do not exceed operational expenses. Historically, its activities have been limited ~~for the past several years~~ and ~~it is~~have been dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to further develop and market ~~our technology.~~its technology and acquire revenue generating companies.

~~In addition, the COVID-19 pandemic could have an impact on our ability to obtain financing to fund our operations. The Company is unable to predict the ultimate impact at this time.~~

NOTE 36 – RELATED PARTY TRANSACTIONS

~~The~~As of November 30, 2022, the financial statements ~~include~~included a related party ~~transactions, which~~payable in the amount of $4,495,854. As of May 31, 2022 the had a related party receivable in the amount of $9,925,155. The stockholders of the related party also own stock in the Company.

On May 11, 2022, the Company assumed a promissory note from a related party in connection with an asset acquisition. The $3,000,000 note bears interest at 8% per annum and is payable on Demand, no later than January 5, 2023. There have been no payments of principle or interest for the loan as of November 30, ~~2021~~2022. Accrued interest at November 30, 2022 is $131,836.

To assist with the orderly transition of management and ~~May 31, 2021, included loans from an officer~~operations, the Company entered into a Management Services Agreement with FatBrain LLC, a related party, effective 10/23/21. The Company has retained FatBrain LLC to provide consulting and logistical support when needed to support operating the business for a period of up to two years.

NOTE 7 – NOTES PAYABLE

On June 17, 2022 in connection with the Prime Source Acquisition, the Company issued two promissory notes of $6,000,000 to each of the former owners of Prime Source. Each loan bears interest of 8% and is payable on prescribed dates per a payment schedule. The final payment is due December, 31, 2023. As of November 30, 2022, the remaining balance due is $9,000,000 of which $3,000,000 is considered long term. Accrued interest on November 30, 2022 is $301,133.

Description	Current Portion (Due 2023)		Long Term Portion (Due 2024)
Promissory Note - Victor Nazarov	$	2,500,000	$	1,500,000
Promissory Note - Yevgeniy Chsherbinin		3,500,000		1,500,000
Total Note Payable	$	6,000,000	$	3,000,000

In connection with its acquisition of SoTech on September 22, 2022, the Company ~~totaling $23,500~~assumed a bank financed loan that originated on May 5, 2020. The original amount of the loan was GBP 50,000 and at the time of acquisition, the balance outstanding was GBP 36,597 ($43,184). The ~~loans had an original~~loan bears annual interest at a rate of 2.5%. For the first 12 months of the loan, no principal payments are due ~~date of June 30, 2014, but principal~~ and interest ~~maturities~~is paid by the government. Thereafter, principle and interest payments are the responsibility of the borrower. The loan is payable monthly over a six-year term with no penalty for pre-payment. As of November 30, 2022, the outstanding balance due is GBP 36,597 ($43,721), of which GBP 11,651 ($13,918) is current and GBP 24,946 ($29,802) is long term.

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LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

NOTE 8 – LONG TERM INCENTIVE PLAN (LTIP)

On August 1, 2022, the Board of Directors approved the establishment of a Long-Term Incentive Plan (the “Plan”) with 13,838,657 shares of common stock available for issuance. The Plan permits the granting of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, and Restricted Stock Units. The Plan is intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants who make or are expected to make significant contributions to the Company’s success and to allow Participants to share in the success of the Company. From time to time, the Company may issue Incentive Awards pursuant to the Plan. Each of the awards will be evidenced by and issued under a written agreement.

If an incentive award granted under the Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the company in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for future awards under the Plan. The number of shares subject to the Plan, and the number of shares and terms of any Incentive Award may be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or similar transaction. For the six months ended November 30, 2022, 7,837,672 shares have been ~~extended to June 30, 2022.~~ assigned and will vest annually over a four-year period starting August 1, 2023. There are 6,000,985 shares available for future grants under the plan.

A summary of the Company’s stock activity and related information follows:

	# of Restricted Shares		Weighted Average Grant Date FMV
Balance, May 31, 2022		-		-
Restricted shares, assigned		7,837,672	$	2.22
Restricted shares forfeited		-		-
Balance, November 30, 2022		7,837,672	$	2.22
Vested and Exercisable		-		-

The ~~loans~~restricted stocks vests over a four-year period which coincides with the requisite service period. Share-based expenses total $17,399,632 and are ~~not collateralized, and bear interest at~~ 8~~% per annum. Interest~~amortized over the vesting period. The expense ~~was $940~~recognized for the six months ended November 30, ~~2021, resulting in accrued interest~~2022, was $1,449,969. The remaining expenses ($15,949,663) will be amortized ratably over the remainder of $~~22,157~~the vesting period as follows:

Year ending May 31:	Amount
2023	$	2,174,954
2024		4,349,908
2025		4,349,908
2026		4,349,908
2027		724,985
Total	$	17,037,140

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LZG International Inc and $~~21,217~~ at Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, ~~2021 and May 31, 2021, respectively.~~2022

(UNAUDITED)

~~During the six months ended~~NOTE 9 – INCOME TAXES

As of November 30, 2022, the Company has available unused net operating loss carryforwards from its US based entities of approximately $8,200,000 ($1,210,000 at May 31, 2022) which may be applied against future taxable income, and which expire in various years from 2023 through 2040. Due to a substantial change in the Company’s ownership during October 2021, there may be annual limitations on the amount of previous net operating loss carryforwards that can be utilized.

The amount of and ultimate realization of the benefits from the net operating loss carryforwards for US income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the net operating loss carryforwards, the Company has established a ~~stockholder, paid for administrative and professional services totaling $3,000, resulting in amounts payable~~US valuation allowance equal to the ~~stockholder~~tax effect of $~~9,000~~the net operating loss carryforwards and, $~~6,000~~therefore, no deferred tax asset has been recognized in the accompanying financial statements. The net US deferred tax assets are approximately $1,800,000 and $254,900 as of November 30, ~~2021~~2022 and May 31, ~~2021, respectively. On May 31, 2018~~2022, respectively, with an offsetting valuation allowance of the ~~stockholder converted $92,500~~same amount resulting in a change in the valuation allowance of ~~its accounts payable to a promissory note, which bears interest at~~ 8~~% per annum~~approximately $1,545,100 and ~~is due on demand. Due to subsequent additional advances, the promissory note totaled $119,200~~ ~~at November 30, 2021 and May 31, 2021. Interest expense was $4,768~~$127,890 for the six months ended November 30, ~~2021, resulting in accrued interest of $29,513~~2022 and $~~24,745~~ ~~at November 30, 2021 and~~for the fiscal year ended May 31, ~~2021, respectively.~~2022, respectively, (exclusive of effects of Federal tax rate changes).

Deferred tax assets and the valuation account are as follows:

~~NOTE 4 – NOTES PAYABLE~~

	November 30, 2022			May 31, 2022
Deferred Tax Asset:
NOL Carryforward (at 21%)	$	1,800,000		$	254,900
Valuation Allowance		(1,800,000	)		(254,900	)
Deferred Tax Assets	$	-		$	-

A reconciliation of amounts obtained by applying the Federal tax rate of 21% to pretax income to income tax benefit is as follows:

	November 30, 2022			May 31, 2022
Federal Tax Benefit (at 21%)	$	1,560,000		$	194,000
Valuation Allowance		(1,560,000	)		(194,000	)
Deferred Tax Assets	$	-		$	-

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

~~During~~The Company includes interest and penalties arising from the ~~six months ended November 30, 2021 and 2020,~~underpayment of income taxes, if any, in the ~~Company borrowed $25,000~~ ~~and $5,000, respectively, from a third party, resulting~~statements of operations in ~~notes payable~~the provision for income taxes. As of $~~94,800~~ ~~and $69,800~~ ~~at November 30, 2021 and~~ May 31, ~~2021, respectively. The notes are due on demand, are not collateralized,~~2022 and ~~bear interest at~~ 8~~% per annum. Interest expense was $2,968~~ ~~for the six months ended November 30, 2021, resulting in accrued interest of $33,016~~ ~~and $30,048~~ ~~at November 30, 2021 and May 31, 2021, respectively.~~

~~NOTE 5 – SUBSCRIPTION AGREEMENTS~~

~~Beginning on October 26,~~ 2021, the Company entered into private subscription agreements with investors under the Securities Act. The subscription agreement provided that the issuance of the common shares was conditioned upon the Company increasing the number of authorized shares of common stockhad no accrued interest or penalties related to ~~at least~~ ~~250,000,000~~, pursuant to Florida law. Any proceeds received for a subscription would be delivered to the Company and would be held in escrow with the Company’s attorney, without interest, until closing, which is the later of the Company’s first trade or the increase in authorized shares becomes effective. Upon closing, the proceeds currently held in escrow will become the property of the Company. As of November 30, 2021, closing has not occurred, and the Company had sold an aggregate of ~~22,990,000~~ ~~shares to eight investors totaling $10,450,000, held in escrow.~~uncertain tax positions.

~~NOTE 6 – INTANGIBLE ASSET ACQUISITION~~

~~On October 23, 2021,~~The tax years that remain subject to examination by major taxing jurisdictions are those for the Company executed an “IT Asset Contribution Agreement” with FatBrain, LLC, an unrelated entity for certain intellectual properties, including patents pending, proprietary technology, licenses, software, development plans and contractual rights. The intellectual property is comprised of an AI Technology with many commercial applications, the first being “Angelina FX”. As consideration, the Company issued ~~10,000,000~~ ~~shares of common stock to FatBrain, LLC’s material non-controlling member, Peter B. Ritz. The mutually-agreed upon asset fair market value of $348,000~~ ~~was allocated 100% to the Angelina FX software due to the assignment of contractual rights to the Company of a licensing agreement previously entered into on~~years ended May ~~7, 2021, between FatBrain and~~ ~~a non-related party, Tempus, Inc.~~ ~~This transaction resulted in a change in control of the Company, whereby Mr. Ritz is the owner of~~ ~~97.6% of the Company’s issued and outstanding common stock.~~

~~The estimated term of the licensing agreement is 60 months from the agreement’s inception on~~31, 2018 through May ~~7, 2021. During the period of October 23, 2021 (the date of the IT Asset Contribution Agreement) through November 30, 2021, the Company recorded $8,208~~ ~~of software amortization expense as cost of sales. The~~ ~~remaining carrying value of the software~~ ~~of $339,792~~ ~~at November 30, 2021 is being amortized ratably over the remainder of the license term as follows:~~31, 2022

Year ended May 31:
2022 $ 39,396
2023 78,792
2024 78,792
2025 78,792
2026 64,020
Total $ 339,792

NOTE 710 – SUBSEQUENT EVENTS

~~On December 8, 2021, the Company entered a subscription agreement as described in Note 5 above, with an individual for~~ ~~220,000~~ ~~shares resulting in the sale of an aggregate of~~ ~~23,210,000~~ ~~shares to nine investors totaling $10,550,000~~.

The Company has evaluated subsequent events ~~from the balance sheet date~~ through January 17, 2023 which is the date the financial statements were available to be issued and ~~has~~ determined that there ~~are~~were no ~~such~~subsequent events or transactions, other than the matters described below, that ~~would have a material impact on~~required recognition or disclosure in the financial statements.

In 2022, the Board of Directors approved the establishment of an Employee Stock Option Plan for its employees. Stock Option awards (incentive and nonqualified) may be issued under the terms of the plan. The Company has reserved 13,838,657 shares of common stock for issuance under the Plan. No written agreement has yet been signed.


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In this report references to “LZG International,” “the Company,” “we,” ~~“us,” and~~“us” or “our” refer to LZG International, Inc., a Florida corporation

~~FORWARD LOOKING~~FORWARD-LOOKING STATEMENTS

The ~~U.S.~~U. S. Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “intend,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

~~ITEM~~Item 2. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Overview

LZG International, Inc. was a “blank check” company until acquired by the current management team on October 23, 2021 (“AI Recap”). Incorporated in the State of Florida on May 22, 2000, as LazyGrocer.Com, Inc., the company offered an online grocery solution, limited its operations in November 2001 and changed its name to LZG International, Inc., on August 28, 2009.

As ~~a result of LZG International, Inc.’s acquisition~~part of the ~~FatBrain technology pursuant~~AI Recap, we capitalized the company with software and related IT Assets, including the Outcomes™ engine and the connected AI Solutions, that use artificial intelligence (“AI”) to help businesses automate and optimize enterprise decision cycles (“AI Solutions”).

Since 2015, our Outcomes™ engine and platform have enabled scores of innovations across dozens of F500 business cases, billions of transactions, and hundreds of millions of behavioral profiles.

In 2019, for example, our AI solution for Bank of America outperformed by over 60% the ~~IT Asset Contribution Agreement (“IT Contribution Agreement”), dated October 23,~~combined effectiveness and efficiency of BOA’s $100M state of the art system and 800 of its investigative experts to fight financial crimes.

In November 2021, we ~~currently hold intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights~~launched a foreign exchange (“~~IT Assets”~~FX”)~~. (See Form 8-K, Amendment No. 2, filed on January 5, 2022.)~~

The FatBrain technology comprises services to configure, test, deploy and operate FatBrain solutions on client servers, with flexibility to work in the cloud, on client premise or in hybrid mode. It allows data integration with client systems to establish logical, trusted, programmatic connectivity and provides secure access protocols between the FatBrain technology and the client systems. In addition, the Company provides training and support to the client’s staff starting with a two-week training session for the client’s staff along with product support via phone, web and onsite.

The Company will market these products directly and through distribution with value-added resellers and strategic partners. Direct marketing efforts include internet and email campaigns, tele-sales and virtual and in person follow ups. Distribution efforts include relationships with global and regional systems integrators, value added resellers, independent software vendors, vertical software application developers and combinations of the above.

~~On November 15, 2021, the Company announced the launch of the~~ ~~FatBrain product Angelina~~ AI ~~Solution for Foreign Exchange (“Angelina FX”), part of our coached business wellness service (“BWS”)~~solution to tackle discriminatory pricing, especially with the start-up, small and mid-sized enterprises (“SMEs”) in the $6.6 trillion-dollar daily ~~foreign exchange~~FX market. ~~Previously, FatBrain~~The solution uses our Peer Intelligence technology to auto-match individual client’s purchase cycles with their currency and supply chain risk to optimize FX and minimize constraints, across thousands of peers, in hundreds of sectors.

On February 23, 2022, we acquired the software assets of Intellagents, LLC, ~~had~~ ~~entered into~~to accelerate our insurance focus.

On June 17, 2022, we acquired all of the capital stock of Prime Source, a ~~licensing agreement for~~Kazakhstani corporation (“Prime Source”) and Prime Source’s affiliates consisting of Prime Source Innovation, Prime Source – Analytical Systems, Digitalism, and InFin-IT Solution. We acquired Prime Source to expand our international operations and further focus our efforts in software ~~with a non-related party, Tempus, Inc.~~development and IT consulting.

During the period covered by this report, the Company, through its wholly owned UK subsidiary, Fatbrain Acquisition Company Limited (“Fatbrain Acquisition”) acquired all of the outstanding capital stock of SO Technology Ltd (“SO Tech”), a ~~District~~multiple award-winning digital agency in the UK, as described in the current report on Form 8-K filed on September 27, 2022, and all of ~~Columbia corporation owned by~~ ~~Monex S.A.B.~~the outstanding capital stock of Predictive Black Ltd (“~~Angelina Agreement”~~PB Ltd”)~~. After LZG acquired ownership of Angelina FX~~, an innovative financial forecasting SaaS in UK, as described in the current report on Form 8-K filed on November 17, 2022. SO Tech and ~~the contractual rights to the licensing agreement,~~ LZG and Tempus are using the FatBrain AI automation software to grow and improve Tempus’ foreign exchange and global payments solutions based upon the prior licensing agreement. As a result, LZG earned $43,447 in AI subscription revenue for the Angelina Agreement for the quarter ended November 30, 2021. ~~Management projects the annual AI subscription revenue from the Angelina Agreement~~PB Ltd will continue to be ~~approximately $174,000, plus an additional revenue share from~~held by Fatbrain Acquisition, and are being integrated into the ~~Angelina FX transactions.~~

Our product development moving forward includes new enhancements for self-service and quick reporting, as well as, simplified integration of Angelina FX into any affiliated website. Our agreement with Tempus includes integrating the Foreign Exchange Fair Value Report into 80-plus daily calls per day work-flow for each memberworld-wide business of the Tempus customer account team. The marketing efforts include tuning messaging and developing new content for Tempus’ thousands of existing and prospective clients, comprising importers, exporters, SME’s and multinationals.Company.

We have streamlined our focus on delivering AI Solutions to the economic stars of tomorrow (SMEs), driving the majority of the global jobs and GDP growth. We are ~~hiring additional employees~~built on the five “P”-pillars comprising Purpose, Promise, Product, Predictability and People. Our distinctive competency works like WAZE to ~~assist in~~advance Peer Intelligence™ for SMEs, reflecting the ~~development~~dynamic wisdom of ~~our new operations. We have hired~~many across geo and industry sectors informed by relevant open-source and proprietary data signals. Our AI Solutions are supported by the Outcomes™ software platform and a ~~seasoned Wall Street executive, Dr. Wei Ouyang,~~600-person team focused to ~~lead the Angelina FX business. Dr. Ouyang has operational, trading~~help SMEs be more effective and ~~sales tenures at Bank~~efficient with top 5 problems ranked across 10M+ subscribers of ~~America, Barclays and Deutsche Bank. Dr. Ouyang is working closely with product development and joint LZG and Monex sales and marketing teams to distribute the Angelina FX product.~~Intuit’s QuickBooks.

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So Tech Agreement

Stock Purchase Agreement (“SO Tech Stock Purchase Agreement”), dated as of September 22, 2022, with Dent Global Limited (“Dent”), and individuals Richard Burch, Stephen Gray, and Mark Purdy (together “SO Tech Sellers”), to acquire all outstanding shares of SO Technology Ltd, a United Kingdom limited company (“SO Tech”) (see the SO Stock Purchase Agreement, filed as Exhibit 10.4 to this report). The parties closed this transaction on September 22, 2022 (“Closing Date”).

~~To support Dr. Ouyang’s development goals, we have hired~~SO Tech is a ~~pioneering AI researcher~~UK-based design and ~~scientist, Dr. Rajarshi Das. Dr. Das has tenures~~technology company creating web and mobile applications for mid-market enterprises, helping to accelerate growth and expand operation. The So Tech Sellers agreed to sell and assign all of their ownership interests and rights in SO Tech to FatBrain Acquisition, in exchange for a combination of stock and cash totaling two million seven hundred sixty-two thousand five hundred dollars ($2,762,500.00), subject to a payment schedule, with ~~IBM Research, Los Alamos National Labs~~all payments due on or before the first anniversary of the closing.

Except for the Stock Purchase Agreement and ~~Santa Fe Institute. We have also hired Mr. Soubir Acharya, an experienced technology architect~~the transactions contemplated thereby, neither the SO Tech Sellers, nor SO Tech, nor any of its officers or directors serving before the Stock Purchase Agreement had any material relationship with LZG or LZG’s affiliates prior to this transaction.

Predictive Black Agreement

LZG International and ~~innovator. Among other business~~its wholly owned subsidiary, FatBrain Acquisition, entered into a Share Purchase Agreement (the “PB Ltd Share Purchase Agreement”), dated as of November 14, 2022, with the shareholders of Predictive Black Ltd (together “PB Ltd Sellers”), to acquire all outstanding shares of Predictive Black Ltd, a United Kingdom limited company (“PB Ltd”) (see the PB Ltd Share Purchase Agreement, filed as Exhibit 10.5 to this report). The parties closed this transaction on November 14, 2022 (“Closing Date”).

PB Ltd is a data analytics company that uses machine learning and ~~technical accomplishments, Mr. Acharya launched~~artificial intelligence to constantly improve and ~~commercialized~~give increasingly refined predictive forecasts. The PB Ltd Sellers agreed to sell and assign all of their ownership interests and rights in PB Ltd to FatBrain Acquisition, in exchange for a ~~$250 million data protection business.~~combination of LZGI stock and cash, the payment of a portion of which will be deferred for several months.

Except for the Share Purchase Agreement and the transactions contemplated thereby, neither Sellers, nor PB Ltd, nor any of its officers or directors serving before the Share Purchase Agreement had any material relationship with LZG or LZG’s affiliates prior to this transaction.

Material Changes in Financial Condition

Since we are in the initial phases of marketing the FatBrain technology, we may not record significant revenues and may lack funding to cover our operating costs. ~~These~~

At November 30, 2022, we had cash of $531,464 and total liabilities of $39,164,867 compared to cash of $81,567 and total liabilities of $3,149,738 at May 31, 2022. We have not yet established ongoing sources of revenue sufficient to cover our operating costs at this time. During the six-month period ended November 30, 2022 (“2023 six-month period”) we generated $9,372,426 of revenue but still relied upon advances from related parties to fund our operations. The current conditions continue to raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to ~~obtain~~obtaining capital from ~~management, significant~~ stockholders and/or third parties to cover ~~minimal expenses; however, there is no assurance that~~expenses. We are also seeking to acquire additional ~~funding will be available.~~companies with established revenue sources. Our ability to continue as a going concern ~~during the long term~~ is dependent upon our ability to produce and market the FatBrain technology.

~~At this time management is unsure what effect the COVID-19 pandemic may have on our operations.~~

~~Material Changes in Financial Condition~~

At November 30, 2021, we had cash of $44,842 and total liabilities of $332,636 compared to cash of $4,735 and total liabilities of $294,610 at May 31, 2021. Despite the increase in cash, we have not established ongoing sources of revenue sufficient to cover our operating costs at this time. Prior to the acquisition of the FatBrain technology, we relied upon a stockholder and third parties for advances and notes payable to cover our operating expenses. After the acquisition of the FatBrain technology in October 2021, we have relied on a loan of $25,000 from a third party to help fund operations.

Finalizing long-term, constant revenue generating technology contracts with our existing and other customers remains our greatest challenge because our on-going business is dependent on the types of revenues and cash flows generated by such contracts. Cash flow and cash requirement risks are closely tied to and are dependent upon our ability to attract significant long-term technology contracts

During the next 12 months we anticipate incurring costs related to producing and marketing our FatBrain technology and filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders and third parties until our revenues increase.

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Material Changes in Results of Operations

During the ~~six-months~~2023 six-month period, we recorded revenues of $9,372,426 and net loss of ($7,434,592). For the six-month period ended ~~November 30, 2021,~~11/30/21, we recorded revenues of $43,447 ~~but also relied on advances or loans to fund our operations. During the six-months ended November 30, 2020, we did not record revenues~~ and ~~relied on advances or loans to fund our operations. We recorded~~ a net loss of ~~$6,127 for the six-month period ended November 30, 2021 (“2022 six-month period) compared to a net loss of $16,119 for the six-month period ended November 30, 2020 (“2021 six-month period).~~$2,327,059.

We recorded net income of $7,849 for our second quarter ended November 30, 2021 (“2022 second quarter”) compared to a net loss of $6,841 for the second quarter ended November 30, 2021 (“2021 second quarter”).

~~Management expects net income to continue as we increase revenues from the marketing of the FatBrain technology.~~

Commitments or Obligations

During the 2022 and 2021 six-month periods, a stockholder paid for administrative and professional services totaling $3,000 and $3,000, respectively, resulting in amounts payable to the stockholder of $9,000 and $6,000 as of November 30, 2021 and May 31, 2021, respectively.

During the 2022 and 2021 six-month periods, we borrowed $25,000 and $5,000 from a third party for operating expenses. At November 30, 2021 and May 31, 2021, we owed this third party $94,800 and $69,800, respectively, with accrued interest of $33,016 and $30,048, respectively. These loans are payable upon demand, are not collateralized and bear interest at 8% per annum.

On May ~~31, 2021, a stockholder converted $6,000 of its accounts payable to~~11, 2022, the Company assumed a promissory note ~~which~~from a related party in connection with an asset acquisition. The $3,000,000 note bears interest at 8% per annum and is payable on Demand, no later than January 5, 2023. There have been no payments of principle or interest for the loan as of November 30, 2022. Accrued interest at November 30, 2022 is $131,836.

On June 17, 2022 in connection with the Prime Source Acquisition, the Company issued two promissory notes of $6,000,000 to each of the former owners of Prime Source. Each loan bears interest of 8% and is payable on prescribed dates per a payment schedule. The final payment is due ~~on demand, resulting in a total~~December, 31, 2023. As of November 30, 2022, the remaining balance ~~owed~~due is $9,000,000 of ~~$119,200.~~which $3,000,000 is considered long term. Accrued interest on ~~the note totaled $29,513 and $24,745 at~~ November 30, ~~2021 and 2020, respectively~~2022 is $301,133.

During the fiscal years ended May 31, 2009 and 2010, our Director and President, Greg L. Popp, loaned an aggregate of $23,500 to the Company. On April 20, 2010, these loans were combined into one promissory note which carries interest at 8% and is not collateralized. The original promissory note had a due date of June 30, 2014; however, Mr. Popp agreed to extend the due date of this note and interest to June 30, 2022. The total interest due at November 30, 2021 was $22,157 compared to $21,217 at May 31, 2021.

~~At November 30, 2021, we owed vendors $1,450.~~

Emerging Growth Company

We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). A company qualifies as an emerging growth company if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common equity securities under a registration statement. Under the JOBS Act we are permitted to, and intend to, rely on exemptions from certain disclosure requirements

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

~~ITEM~~Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures about Market Risk.

~~Not applicable to~~We are a smaller reporting ~~companies.~~company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

~~ITEM~~Item 4. ~~CONTROLS AND PROCEDURES~~Controls and Procedures.

Disclosure Controls and Procedures

AsWe maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure.

Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this ~~quarterly~~ report ~~we carried out an evaluation of the effectiveness of our disclosure controls~~ and procedures under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Our controls and procedures are designed to allow information required to be disclosed in our reports to be recorded, processed, summarized and reported within the specified periods, and accumulated and communicated to management to allow for timely decisions regarding required disclosure of material information. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based upon the evaluation, our Chief Executive Officer concludedhe determined that our disclosure controls and procedures were ineffective because we had a control deficiency. During the period we did not ~~effective at~~have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of our Company we are unable to remediate this deficiency until we acquire or merge with another company with more personnel.

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Changes to Internal Control over Financial Reporting

Management is responsible to establish and maintain adequate internal control over financial reporting. Our principal executive officer is responsible to design or supervise a process that provides reasonable assurance ~~level as~~regarding the reliability of financial reporting and the ~~end~~preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:

	·	maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and
	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

For the ~~six-month period~~six-months ended November 30, ~~2021.~~

~~The material weaknesses relate~~2022, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO - 2013), “Internal Control - Integrated Framework,” to evaluate the ~~limited number of persons responsible for the recording and reporting of financial information, the lack of separation of financial reporting duties, and the limited size~~effectiveness of our internal control over financial reporting. Based upon that framework, management ~~team in general. We are~~determined that in the ~~process~~preparation of ~~evaluating methods~~the financial statements we did not have additional personnel to allow segregation of ~~improving~~duties to ensure the completeness or accuracy of our information. Accordingly, our President has concluded that our internal control over financial reporting ~~including~~is ineffective because lack of an adequate control environment constitutes a deficiency. Due to the ~~possible addition~~size and operations of ~~financial reporting staff and~~ the ~~increased separation of financial reporting responsibility, and intend~~Company we are unable to ~~implement such steps as are necessary and possible to correct these material weaknesses.~~

~~Changes to Internal Control over Financial Reporting~~remediate this deficiency until we acquire or merge with another company with more personnel.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made into our internal ~~control~~controls over financial reporting during the quarter ended November 30, ~~2021~~2022, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.


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PART II – OTHER INFORMATION

~~ITEM~~Item 1. ~~LEGAL PROCEEDINGS~~Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

~~ITEM 1A. RISK FACTORS~~Item 1a. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

~~ITEM~~Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales Of Equity Securities And Use Of Proceeds

~~On October 23, 2021, the~~The Company issued ~~10,000,000~~170,000 shares of its common stock to ~~Peter B. Ritz~~Dent Global Limited, Richard Burch, Stephen Gray, and Mark Purdy along with cash in ~~consideration~~exchange for all the ~~FatBrain LLC intellectual property. We relied on an exemption from the registration requirements provided by Section 4(a) (2)~~issued and outstanding shares of ~~the Securities Act.~~

~~As of November 30, 2021, the~~SO Tech. The Company also ~~sold an aggregate~~issued 540,000 shares of ~~22,990,000 shares~~its common stock to ~~eight investors totaling $10,450,000 and those funds are held~~the owners of PB Ltd in ~~escrow. We relied on an exemption from~~exchange for all the ~~registration requirements provided by Section 4(a) (2)~~issued share capital of ~~the Securities Act.~~

~~On December 8, 2021, the Company entered a subscription agreement with Eric P. Wilson for 220,000 shares for $100,000.~~PB Ltd. We relied on an exemption from the registration requirements provided by Section 4(a)(2) of the Securities ~~Act.~~Act for both issuances.

~~ITEM~~Item 3. ~~DEFAULTS UPON SENIOR SECURITIES~~Defaults Upon Senior Securities

None.

~~ITEM~~Item 4. ~~MINE SAFETY DISCLOSURES~~Mine Safety Disclosures

Not applicable.

~~ITEM~~Item 5. ~~OTHER INFORMATION~~Other Information

None.

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~~ITEM~~

Item 6. ~~EXHIBITS~~Exhibits.

~~Part I Exhibits~~

Exhibit No.		Description~~Description~~
~~31.1~~ Part I
~~Chief~~31.1		Certification of the Principal Executive Officer ~~Certification~~pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		~~Chief~~Certification of the Principal Financial Officer ~~Certification~~pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section ~~1350 Certification~~906 of the Sarbanes-Oxley Act of 2002.**

~~Part II Exhibits~~

~~No.~~	~~Description~~
~~3(i).1~~ 32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Part II
3.1		Articles of Incorporation ~~of LazyGrocer.Com, Inc.,~~ dated May 17, ~~2000 (Incorporated by reference to exhibit 3.1 to Form 10 filed May 26, 2010)~~2000. (1)
~~3(i).2~~ 3.1.2		Amendment to Articles of Incorporation ~~of LazyGrocer.Com, Inc.,~~ dated August 28, ~~2009 (Incorporated by reference to exhibit 3.1.2 to Form 10 filed May 26, 2010)~~2009. (1)
~~3(ii)~~ 3.2		Bylaws of LZG International, Inc., effective January 28, ~~2010 (Incorporated by reference to exhibit 3.2 to Form 10 filed May 26, 2010)~~2010. (1)
~~10.1~~ 4.6		Description of Securities. (2)
10.1		FatBrain, LLC IT Asset Contribution Agreement, dated October 23, ~~2021 (Incorporated by reference to exhibit 10.1 to Form 8-K, filed October 28, 2021)~~2021. (3)
10.2		Subscription Agreement Form. (4)
10.3		FatBrain Master Services Agreement with Tempus, Inc., dated May 10, ~~2021~~2021. (5)
~~101.INS~~ 10.4		Stock Purchase Agreement dated as of September 22, 2022, by and among Dent Global Limited, Richard Burch, Stephen Gray, Mark Purdy, and Fatbrain Acquisition Company Limited and LZG International Inc. (6)
10.5		Share Purchase Agreement dated as of November 14, 2022, by and among the shareholders of Predictive Black Ltd, Predictive Black Ltd., and Fatbrain Acquisition Company Limited and LZG International Inc. (7)
101.INS		Inline XBRL Instance ~~Document~~Document*
101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document~~Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document*
101.LAB		Inline XBRL Taxonomy ~~Label~~Extension Labels Linkbase ~~Document~~Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document*
104	**	Cover Page Interactive Data File (Embedded within the Inline XBRL ~~(Extensible Business Reporting Language) information is furnished~~document and ~~not~~included in Exhibit).*

____________

* Filed herewith

** Furnished herewith

(1)	Incorporated by reference to the Company’s Form 10, filed ~~or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of~~on May 26, 2010.

(2)	Incorporated by reference to the ~~Securities Act of 1933, as amended, is deemed not~~Company’s Form 10-K, filed ~~for purposes of Section 18 of~~on August 29, 2019.

(3)	Incorporated by reference to the ~~Securities Exchange Act of 1934, as amended, and otherwise is not subject~~Company’s Form 8-K, filed on October 28, 2021.

(4)	Incorporated by reference to ~~liability under these sections.~~the Company’s Form 8-K, filed on November 26, 2021.

(5)	Incorporated by reference to the Company’s Form 10-Q, filed on January 20, 2022.

(6)	Incorporated by reference to the Company’s Form 8-K, filed on September 27, 2022.

(7)	Incorporated by reference to the Company’s Form 8-K, filed on November 14, 2022.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities ~~Exchange~~ Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~LZG INTERNATIONAL, INC.~~

~~Date:~~ January ~~19, 2022~~____, 2023	~~By:~~ ~~/s/ Greg L. Popp~~ LZG International, Inc. ~~Greg L. Popp~~ ~~President~~
~~Date:January 19, 2022~~
	By:	/s/ ~~Peter B. Ritz~~
	Name:	Peter B. Ritz
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date

/s/	Chief Executive Officer	January ____, 2023
Peter B. Ritz	(Principal Executive Officer)

/s/	Chief Financial Officer	January ____, 2023
Peter B. Ritz	(Principal Financial and Accounting Officer)

	November 30, 2021			May 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	44,842		$	4,735
Total Current Assets		44,842			4,735
OTHER ASSETS
Software, net		339,792			—
Total Other Assets		339,792			—
TOTAL ASSETS	$	384,634		$	4,735

CURRENT LIABILITIES
Accounts Payable	$	1,450		$	100
Accounts Payable – related party		9,000			6,000
Note Payable – related party		119,200			119,200
Notes Payable		94,800			69,800
Accrued Interest – related party		29,513			24,745
Accrued Interest		33,016			30,048
Total Current Liabilities		286,979			249,893

LONG-TERM LIABILITIES
Notes Payable – related party		23,500			23,500
Accrued Interest – related party		22,157			21,217
Total Long-term Liabilities		45,657			44,717

TOTAL LIABILITIES	$	332,636		$	294,610

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value, 20,000,000 shares authorized, NaN issued and outstanding	$	—		$	—
Common Stock, $.001 par value, 100,000,000 shares authorized; 10,250,556 and 250,556 shares issued and outstanding, respectively		10,251			251
Additional Paid-in Capital		3,401,134			3,063,134
Accumulated Deficit		(3,359,387	)		(3,353,260	)
Total Stockholders' Equity (Deficit)		51,998			(289,875	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	384,634		$	4,735

	THREE MONTHS ENDED NOV 30, 2021			THREE MONTHS ENDED NOV 30, 2020			SIX MONTHS ENDED NOV 30, 2021			SIX MONTHS ENDED NOV 30, 2020
REVENUES	$	43,447		$	—		$	43,447		$	—

Cost of sales
Software amortization		8,208			—			8,208			—
GROSS PROFIT		35,239			—			35,239			—

OPERATING EXPENSES
General and Administrative		22,965			2,825			32,690			8,150
TOTAL OPERATING EXPENSES		22,965			2,825			32,690			8,150

Net Operating Income (Loss)		12,274			(2,825	)		2,549			(8,150	)

OTHER EXPENSE
Interest Expense		(1,571	)		(1,282	)		(2,968	)		(2,501	)
Interest Expense – related party		(2,854	)		(2,734	)		(5,708	)		(5,468	)
TOTAL OTHER EXPENSE		(4,425	)		(4,016	)		(8,676	)		(7,969	)


INCOME (LOSS) BEFORE INCOME TAXES		7,849			(6,841	)		(6,127	)		(16,119	)

INCOME TAXES EXPENSE		—			—			—			—

NET INCOME (LOSS)	$	7,849		$	(6,841	)	$	(6,127	)	$	(16,119	)

Net Income (Loss) Per Share – basic and diluted	$	(0.00	)	$	(0.03	)		(0.00	)		(0.06	)

Weighted Average Shares Outstanding – basic and diluted		4,426,380			250,556			2,327,059			250,556

					Additional					Total
	Common Stock				Paid in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – May 31, 2020		250,556	$	251	$	3,063,134	$	(3,323,418	)	$	(260,033	)
Net loss for the quarter ended August 31, 2020		—		—		—		(9,278	)		(9,278	)
Balance – August 31, 2020		250,556	$	251	$	3,063,134	$	(3,332,696	)	$	(269,311	)
Net loss for the quarter ended November 30, 2020		—		—		—		(6,841	)		(6,841	)
Balance – November 30, 2020		250,556	$	251	$	3,063,134	$	(3,339,537	)	$	(276,152	)


Balance – May 31, 2021		250,556	$	251	$	3,063,134	$	(3,353,260	)	$	(289,875	)
Net loss for the quarter ended August 31, 2021		—		—		—		(13,976	)		(13,976	)
Balance – August 31, 2021		250,556	$	251	$	3,063,134	$	(3,367,236	)	$	(303,851	)
Net income for the quarter ended November 30, 2021		—		—		—		7,849			7,849
Issuance of common shares for acquisition of software		10,000,000		10,000		338,000		—			348,000
Balance – November 30, 2021		10,250,556	$	10,251	$	3,401,134	$	(3,359,387	)	$	51,998

	SIX MONTHS ENDED NOV 30, 2021			SIX MONTHS ENDED NOV 30, 2020
Cash Flows from Operating Activities
Net Loss	$	(6,127	)	$	(16,119	)
Adjustment to reconcile net loss to cash provided (used) by operating activities:
Software amortization		8,208			—
Changes in operating assets and liabilities:
Accounts payable – related party		3,000			3,000
Accounts payable		1,350			—
Accrued interest		2,968			2,502
Accrued interest – related party		5,708			5,468
Net Cash Provided (Used) by Operating Activities		15,107			(5,149	)

Cash Flows from Investing Activities		—			—

Cash Flows from Financing Activities:
Proceeds from notes payable		25,000			5,000
Net Cash Provided by Financing Activities		25,000			5,000

Increase (Decrease) in Cash		40,107			(149	)

Cash, Beginning of Period		4,735			1,834

Cash, End of Period	$	44,842		$	1,685

Supplemental Cash Flow Information:
Cash Paid For:
Interest	$	—		$	—
Income Taxes	$	—		$	—

Non-cash Investing and Financing Activities
Issuance of common stock for acquisition of software	$	348,000		$	—


Year ended May 31:
2022	$	39,396
2023		78,792
2024		78,792
2025		78,792
2026		64,020
Total	$	339,792