LZG International (LZGI) 10-Q/A 26 Jun 23 2023 Q3 Quarterly report (amended) Financial data

Cover

Cover - shares	9 Months Ended
	Feb. 28, 2023	Apr. 14, 2023
Cover [Abstract]
Entity Registrant Name	LZG INTERNATIONAL, INC.
Entity Central Index Key	0001126115
Document Type	10-Q/A
Amendment Flag	true
Current Fiscal Year End Date	--05-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Feb. 28, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		153,400,505
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-53994
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	90-1907109
Entity Interactive Data Current	Yes
Entity Address Address Line 1	135 WEST 41st STREET
Entity Address Address Line 2	SUITE 5-104
Entity Address City Or Town	NEW YORK
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10036
City Area Code	917
Local Phone Number	310-3978
Amendment Description	This Quarterly Report on Form 10-Q of LZG International, Inc. for the period ending February 28, 2023, was amended to include the iXBRL tagging, correct Box 1 on the cover page to “yes,” and to include the CEO/CFO certifications.

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Feb. 28, 2023	May 31, 2022
CURRENT ASSETS
Cash	$ 258,043	$ 81,567
Accounts Receivable, Trade	2,407,396	24,471
Accounts Receivable, Trade, Related Party	74,033	130,341
Other Receivables, Related Party	0	9,794,813
Other Current Assets	4,138,992	0
Total Current Assets	6,878,464	10,031,192
FIXED ASSETS
Buildings and Other Fixed Assets	297,647	0
Accumulated Depreciation	(200,000)	0
Net Fixed Assets	97,647	0
Right of Use Operating Asset	102,287	0
OTHER ASSETS
Intangible Assets	12,553,095	11,643,000
Accumulated Amortization	(1,943,792)	(178,250)
Other Long Term Assets	86,750	0
Goodwill	25,204,836	0
Total Other Assets	35,900,889	11,464,750
TOTAL ASSETS	42,979,287	21,495,942
CURRENT LIABILITIES
Accounts Payable	2,092,518	2,036
Other Payable - Related Party	4,832,654	0
Note Payable - Related Party	3,000,000	3,000,000
Notes Payable	7,348,029	0
Accrued Expenses	394,052	50,000
Deferred Revenue	2,505,273	85,866
Accrued Interest - Related Party	0	11,836
Accrued Interest	673,170	0
Other Current Liabilities	2,126,530	0
Total Current Liabilities	22,972,226	3,149,738
LONG-TERM LIABILITIES:
Notes Payable - Long Term	3,074,904	0
Operating Lease - Long Term	76,945	0
Total Long Term Liabilities	3,151,849	0
TOTAL LIABILITIES	26,124,075	3,149,738
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding	0	0
Common Stock, $0.001 par value; 250,000,000 shares authorized 153,400,505 and 144,899,472 shares issued and outstanding at 02/28/23 and 05/31/22	153,401	144,899
Additional Paid in Capital	28,773,594	22,474,358
Accumulated Deficit	(11,502,290)	(4,273,053)
Accumulated Other Comprehensive Loss	(569,493)	0
Total Stockholders' Equity	16,855,212	18,346,204
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 42,979,287	$ 21,495,942

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Feb. 28, 2023	May 31, 2022
Condensed Consolidated Balance Sheets
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares, issued	153,400,505	144,899,472
Common stock, shares, outstanding	153,400,505	144,899,472

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022
Condensed Consolidated Statements of Operations (Unaudited)
REVENUES	$ 9,563,004	$ 43,447	$ 19,837,547	$ 86,894
COST OF REVENUES	(1,803,457)	(8,208)	(3,891,852)	(16,416)
GROSS PROFIT	7,759,547	35,239	15,945,695	70,478
OPERATING EXPENSES
Research and Development Costs	(1,980,355)		(7,469,928)
Sales and Marketing	(2,745,909)		(7,360,697)
General and Administrative	(1,423,688)	(17,645)	(3,679,600)	(50,335)
Total Operating Expenses	(6,149,952)	(17,645)	(18,510,225)	(50,335)
Net Operating Profit (Loss)	1,609,595	17,594	(2,564,530)	20,143
OTHER INCOME (EXPENSE)
Other Income (Expense)	36,378		149,248
Currency Exchange Gain (Loss)	236,345		193,523
Total Other Income (Expense)	272,723	0	342,771	0
NET PROFIT (LOSS) BEFORE NONOPERATING EXPENSES	1,882,318	17,594	(2,221,759)	20,143
NONOPERATING INCOME/(EXPENSE)
Interest Expense	(187,789)	(1,973)	(489,123)	(4,941)
Interest Expense - related party	(60,000)	(2,854)	(180,000)	(8,562)
Amortization and Depreciation	(585,699)		(1,765,542)
Stock Compensation Expense	(1,087,477)		(2,537,446)
Total Nonoperating Expense	(1,920,965)	(4,827)	(4,972,111)	(13,503)
(LOSS) PROFIT BEFORE INCOME TAXES	(38,647)	12,767	(7,193,870)	6,640
INCOME TAXES	(14,401)	0	(35,367)	0
NET (LOSS) PROFIT	$ (53,048)	$ 12,767	$ (7,229,237)	$ 6,640
Net Earnings (Loss) Per Share	$ 0	$ 0	$ (0.05)	$ 0
Weighted average shares outstanding	150,400,505	10,250,566	151,178,637	4,939,201

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	3 Months Ended						9 Months Ended
	Feb. 28, 2023	Nov. 30, 2022	Aug. 31, 2022	Feb. 28, 2022	Nov. 30, 2021	Aug. 31, 2021	Feb. 28, 2023	Feb. 28, 2022
Statement [Line Items]
Balance, amount	$ 16,212,487	$ 13,088,629	$ 18,346,204	$ 51,998	$ (303,851)	$ (289,875)	$ 18,346,204	$ (289,875)
Net loss	(53,048)	(3,721,431)	(3,713,161)	12,767	7,849	(13,976)	(7,229,237)	6,640
Issuance of common shares for acquisition of software, amount					348,000
Foreign currency translation adjustment	(650,107)	1,987,520	(1,906,906)
Restricted stock assigned for services (non-vested)	1,087,477	1,087,477	362,492
Issuance of common shares for business acquisition, amount		3,762,501
Issuance of common shares for services performed, amount		7,791
Balance, amount	$ 16,855,212	$ 16,212,487	$ 13,088,629	$ 64,765	$ 51,998	$ (303,851)	$ 16,855,212	$ 64,765
Common Stock
Statement [Line Items]
Balance, shares	153,400,505	144,899,472	144,899,472	10,250,556	250,556	250,556	144,899,472	250,556
Balance, amount	$ 153,401	$ 144,899	$ 144,899	$ 10,251	$ 251	$ 251	$ 144,899	$ 251
Net loss			0			$ 0
Issuance of common shares for acquisition of software, shares					10,000,000
Issuance of common shares for acquisition of software, amount					$ 10,000
Foreign currency translation adjustment			$ 0
Issuance of common shares for business acquisition, shares		710,000
Issuance of common shares for business acquisition, amount		$ 711
Issuance of common shares for services performed, shares		7,791,033
Issuance of common shares for services performed, amount		$ 7,791
Balance, shares	153,400,505	153,400,505	144,899,472	10,256,556	10,250,556	250,556	153,400,505	10,256,556
Balance, amount	$ 153,401	$ 153,401	$ 144,899	$ 10,251	$ 10,251	$ 251	$ 153,401	$ 10,251
Additional Paid-In Capital
Statement [Line Items]
Balance, amount	27,686,117	22,836,850	22,474,358	3,401,134	3,063,134	3,063,134	22,474,358	3,063,134
Net loss	(53,048)		0			0
Issuance of common shares for acquisition of software, amount					338,000
Foreign currency translation adjustment			0
Restricted stock assigned for services (non-vested)	1,087,477	1,087,477	362,492
Issuance of common shares for business acquisition, amount		3,761,790
Balance, amount	28,773,594	27,686,117	22,836,850	3,401,134	3,401,134	3,063,134	28,773,594	3,401,134
Retained Earnings (Accumulated Deficit)
Statement [Line Items]
Balance, amount	(11,707,645)	(7,986,214)	(4,273,053)	(3,359,387)	(3,367,236)	(3,353,260)	(4,273,053)	(3,353,260)
Net loss		(3,721,431)	(3,713,161)	12,767	7,849	(13,976)
Foreign currency translation adjustment			0
Restricted stock assigned for services (non-vested)			0
Balance, amount	(11,760,693)	(11,707,645)	(7,986,214)	(3,346,620)	(3,359,387)	(3,367,236)	(11,760,693)	(3,346,620)
Accumulated other comprehensive loss
Statement [Line Items]
Balance, amount	80,614	(1,906,906)	0	0	0	0	0	0
Net loss			0			0
Foreign currency translation adjustment	(650,107)	1,987,520	(1,906,906)
Restricted stock assigned for services (non-vested)			0
Balance, amount	$ (569,493)	$ 80,614	$ (1,906,906)	$ 0	$ 0	$ 0	$ (569,493)	$ 0

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended
	Feb. 28, 2023	Aug. 31, 2022	Feb. 28, 2022	Aug. 31, 2021	Feb. 28, 2023	Feb. 28, 2022
Cash Flows from Operating Activities
Net (Loss) Income	$ (53,048)	$ (3,713,161)	$ 12,767	$ (13,976)	$ (7,229,237)	$ 6,640
Adjustment to reconcile net (loss) income to cash used in operating activities:
Amortization and depreciation					1,765,542	16,416
Stock issued for services performed					2,537,446
Changes in assets and liabilities:
Accounts Receivable, Trade					1,482,294
Accounts Receivables, Related Party					56,308
Other Receivables, Related Party					9,794,813
Other Current Assets					3,340,645
Other Long Term Assets					(86,750)
Accounts Payable - related party					0	4,500
Accounts Payable					(632,342)	6,290
Operating Lease Assets					(117,311)
Operating Lease Liabilities					76,945
Other Current Liabilities					(364,585)
Deferred Tax					0
Accrued Expenses					240,881
Deferred Revenue					(6,177,589)
Accrued Interest					673,170	4,941
Accrued Interest - related party					(11,836)	8,562
Net Cash provided by Operating Activities					10,513,705	47,349
Cash Flows from Financing Activities:
Net Proceeds from Notes Payable					12,000,000	38,500
Repayments of Debt					(3,053,232)
Proceeds from Issuance of Common Stock					3,770,292
Net cash provided by Financing Activities					12,717,060	38,500
Cash Flows from in Investing Activities:
Fixed Asset Acquisitions					(1,977)
Acquisition of PrimeSource, net of cash acquired					(17,548,264)
Acquisition of Predictive Black, net of cash acquired					(2,765,987)
Acquisition of SoTech, net of cash acquired					(1,910,165)
Net Cash used in Investing Activities					(22,226,393)	0
Unrealized Currency Loss					(827,896)
Increase in Cash					176,476	85,849
Cash and Cash Equivalents, Beginning of Period		$ 81,567		$ 4,735	81,567	4,735
Cash and Cash Equivalents, End of Period	$ 258,043		$ 90,584		258,043	90,584
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

BASIS OF FINANCIAL STATEMENT PR

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES	9 Months Ended
	Feb. 28, 2023
BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES
BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES	NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES In the opinion of management, the accompanying unaudited interim Condensed Consolidated Financial Statements of LZG International and its subsidiaries reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited Condensed Consolidated Financial Statements are read in conjunction with the audited Financial Statements contained in the Company’s Form 10-K for the year ended May 31,2022. The results of operations for the nine months ended February 28, 2023 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 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. Revenue Recognition Substantially all the Company’s revenue is derived from contracts with customers for subscription services and license sales over a period of time. Contracts with 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 when services and licenses are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services and licenses. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services and licenses. 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 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, license costs 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 receivable 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 receivable based on collection risks and historical experience. Estimated losses, if any, are recorded to the allowance for 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 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 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 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 period ended February 28, 2023, the Company recorded no impairments to intangible assets or long-lived assets. Sales and Marketing Sales and marketing expenses are expensed as 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. 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’s research and development activities. Costs for certain development activities are estimated based on an evaluation of the progress to completion of specific tasks using data such vendor representation. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of 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 Earnings (Loss) Per Share In accordance with ASC 260, Earnings Per Share Software Costs The Company follows ASC 985-20, Costs of Computer Software to be Sold, Leased, or Marketed 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 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. 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 United Kingdom and the Republic of Kazakhstan. 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 nine months ended February 28, 2023, the Company had two customers with greater than 10% of consolidated sales, Kazakh Telecom (telecom.kz/en) and Bereke Bank (berekebank.kz), as part of its extended enterprise GTM.

BUSINESS ACQUISITION

BUSINESS ACQUISITION	9 Months Ended
	Feb. 28, 2023
BUSINESS ACQUISITION
BUSINESS ACQUISITION	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”). 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”). 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 (“PB Ltd”). The Company accounted for these acquisitions as business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations Fair Value Measurements and Disclosures In conjunction with acquisitions, 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 February 28, 2023, the results of the valuations are not yet available. The purchase price and purchase price allocation cost as of the acquisition completion date follows: Prime Source Companies SO Tech PB 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/share - 1,062,500 - 540,000 shares of common stock, values at $5.00/share - - 2,700,000 Total Purchase Price, net of cash acquired $ 17,723,388 $ 2,663,880 $ 3,300,000 Prime Source Companies SO Tech PB 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 The excess purchase price has been recorded as goodwill ($19,099,019 for the Prime Source Companies, $2,543,987 for SO Tech, 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.

REVENUES

REVENUES	9 Months Ended
	Feb. 28, 2023
REVENUES
REVENUES	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.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Feb. 28, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	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 February 28, 2023, are as follows: 2023 $ 48,854 2024 43,969 Total Future Lease Payments $ 92,823 The following table summarizes the components of the gross operating lease costs incurred for the nine months ended February 28, 2023: For the Nine Months Ended February 28, 2023 Operating Lease Cost: Current Lease Cost $ 73,342 Long Term Lease Cost 43,969 Total Operating Lease Cost $ 117,311 (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.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Feb. 28, 2023
GOING CONCERN
GOING CONCERN	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 and has revenue-generating activities that do not exceed operational expenses. Historically, its activities have been limited and 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 its technology and acquire revenue generating companies.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Feb. 28, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS As of February 28, 2023, the financial statements included a related party payable in the amount of $4,832,654. As of May 31, 2022 the Company 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 July 5, 2023. There have been no payments of principle or interest for the loan as of February 28, 2023. Accrued interest at February 28, 2023 is $191,836. To assist with the orderly transition of management and 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.

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Feb. 28, 2023
NOTES PAYABLE
NOTES PAYABLE	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 February 28, 2023, the remaining balance due is $9,000,000 of which none is considered long term. Accrued interest on February 28, 2023 is $481,133. Description Current Portion (Due 2023) Long Term Portion (Due 2024) Promissory Note - Victor Nazarov $ 4,000,000 $ 0 Promissory Note - Yevgeniy Chsherbinin 5,000,000 0 Total Note Payable $ 9,000,000 $ 0 In connection with its acquisition of SO Tech on September 22, 2022, the Company 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 loan bears annual interest at a rate of 2.5%. For the first 12 months of the loan, no principal payments are due and interest is paid by the United Kingdom government. Thereafter, principal 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 February 28, 2023, the outstanding balance due is GBP 33,935 ($40,933), of which GBP 11,651 ($13,918) is current and GBP 24,946 ($27,551) is long term. In connection with its acquisition of Predictive Black on November 14, 2022, the Company assumed a bank financed loan that originated on November 4, 2020. The original amount of the loan was GBP 50,000 and at the time of acquisition, the balance outstanding was GBP 39,352 ($47,467). The loan bears annual interest at a rate of 2.5%. For the first 12 months of the loan, no principal payments are due and interest is paid by the United Kingdom government. Thereafter, principal 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 February 28, 2023, the outstanding balance due is GBP 37,577 ($45,326), of which GBP 11,651 ($13,918) is current and GBP 25,926 ($31,408) is long term.

LONG TERM INCENTIVE PLAN (LTIP)

LONG TERM INCENTIVE PLAN (LTIP)	9 Months Ended
	Feb. 28, 2023
LONG TERM INCENTIVE PLAN (LTIP)
LONG TERM INCENTIVE PLAN	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 nine months ended February 28, 2023, 7,837,672 shares have been 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, February 28, 2023 7,837,672 $ 2.22 Vested and Exercisable - - The restricted stocks vests over a four-year period which coincides with the requisite service period. Share-based expenses total $17,399,632 and are amortized over the vesting period. The expense recognized for the nine months ended February 28, 2023, was $2,537,446. The remaining expenses ($14,862,186) will be amortized ratably over the remainder of the vesting period as follows: Year ending May 31: Amount 2023 $ 1,087,477 2024 4,349,908 2025 4,349,908 2026 4,349,908 2027 724,985 Total $ 14,862,186

INCOME TAXES

INCOME TAXES	9 Months Ended
	Feb. 28, 2023
INCOME TAXES
INCOME TAXES	NOTE 9 – INCOME TAXES As of February 28, 2023, 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 US valuation allowance equal to the tax effect of the net operating loss carryforwards and, 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 February 28, 2023 and May 31, 2022, respectively, with an offsetting valuation allowance of the same amount resulting in a change in the valuation allowance of approximately $1,545,100 and $127,890 for the nine months ended February 28, 2023 and for the fiscal year ended May 31, 2022, respectively, (exclusive of effects of Federal tax rate changes). Deferred tax assets and the valuation account are as follows: February 28, 2023 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: February 28, 2023 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. The Company includes interest and penalties arising from the underpayment of income taxes, if any, in the statements of operations in the provision for income taxes. As of May 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended May 31, 2018 through May 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Feb. 28, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through April 14, 2023 which is the date the financial statements were available to be issued and determined that there were no subsequent events or transactions, other than the matters described below, that required recognition or disclosure in the financial statements.

BASIS OF FINANCIAL STATEMENT _2

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Policies)	9 Months Ended
	Feb. 28, 2023
BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES
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.
Revenue Recognition	Substantially all the Company’s revenue is derived from contracts with customers for subscription services and license sales over a period of time. Contracts with 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 when services and licenses are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services and licenses. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services and licenses. 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 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, license costs 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 receivable 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 receivable based on collection risks and historical experience. Estimated losses, if any, are recorded to the allowance for 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 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 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 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 period ended February 28, 2023, the Company recorded no impairments to intangible assets or long-lived assets.
Sales and Marketing	Sales and marketing expenses are expensed as 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.
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’s research and development activities. Costs for certain development activities are estimated based on an evaluation of the progress to completion of specific tasks using data such vendor representation. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of 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 Earnings (Loss) Per Share	In accordance with ASC 260, Earnings Per Share
Software Costs	The Company follows ASC 985-20, Costs of Computer Software to be Sold, Leased, or Marketed
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 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.
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 United Kingdom and the Republic of Kazakhstan. 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 nine months ended February 28, 2023, the Company had two customers with greater than 10% of consolidated sales, Kazakh Telecom (telecom.kz/en) and Bereke Bank (berekebank.kz), as part of its extended enterprise GTM.

BASIS OF FINANCIAL STATEMENT _3

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Tables)	9 Months Ended
	Feb. 28, 2023
BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES
Schedule of intangible asset	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

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)	9 Months Ended
	Feb. 28, 2023
BUSINESS ACQUISITION
Schedule of purchase price allocation cost	Prime Source Companies SO Tech PB 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/share - 1,062,500 - 540,000 shares of common stock, values at $5.00/share - - 2,700,000 Total Purchase Price, net of cash acquired $ 17,723,388 $ 2,663,880 $ 3,300,000 Prime Source Companies SO Tech PB 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

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Feb. 28, 2023
COMMITMENTS AND CONTINGENCIES
Future Minimum Lease Payment	2023 $ 48,854 2024 43,969 Total Future Lease Payments $ 92,823
Schedule of gross operating lease costs	For the Nine Months Ended February 28, 2023 Operating Lease Cost: Current Lease Cost $ 73,342 Long Term Lease Cost 43,969 Total Operating Lease Cost $ 117,311

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Feb. 28, 2023
NOTES PAYABLE
Schedule of notes payable	Description Current Portion (Due 2023) Long Term Portion (Due 2024) Promissory Note - Victor Nazarov $ 4,000,000 $ 0 Promissory Note - Yevgeniy Chsherbinin 5,000,000 0 Total Note Payable $ 9,000,000 $ 0

LONG TERM INCENTIVE PLAN (Table

LONG TERM INCENTIVE PLAN (Tables)	9 Months Ended
	Feb. 28, 2023
LONG TERM INCENTIVE PLAN (LTIP)
Summary of the company stock activity	# of Restricted Shares Weighted Average Grant Date FMV Balance, May 31, 2022 - - Restricted shares, assigned 7,837,672 $ 2.22 Restricted shares forfeited - - Balance, February 28, 2023 7,837,672 $ 2.22 Vested and Exercisable - -
Schedule of the company share based expenses	Year ending May 31: Amount 2023 $ 1,087,477 2024 4,349,908 2025 4,349,908 2026 4,349,908 2027 724,985 Total $ 14,862,186

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Feb. 28, 2023
INCOME TAXES
Schedule of the Deferred tax Assets and the valuation account	February 28, 2023 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 $ - $ -
Schedule of the Federal tax rate to the income tax	February 28, 2023 May 31, 2022 Federal Tax Benefit (at 21%) $ 1,560,000 $ 194,000 Valuation Allowance (1,560,000 ) (194,000 ) Deferred Tax Assets $ - $ -

BASIS OF FINANCIAL STATEMENT _4

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Details)	9 Months Ended
	Feb. 28, 2023
AI Technology (Angelina FX) [Member]
Statement [Line Items]
Estimated Useful Lives	5 years
Intellagents IT Platform and ecosystems [Member]
Statement [Line Items]
Estimated Useful Lives	5 years
FatBrains IT [Member]
Statement [Line Items]
Estimated Useful Lives	5 years
IP Technology, Prime Source [Member]
Statement [Line Items]
Estimated Useful Lives	5 years

BASIS OF FINANCIAL STATEMENT _5

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)	Feb. 28, 2023	Nov. 14, 2022	Sep. 22, 2022	Jun. 17, 2022	May 31, 2022
Statement [Line Items]
FDIC insured limit	$ 250,000
Payable on payment schedule of agreed upon purchase price				$ 18,000,000
Common stock value	$ 153,401				$ 144,899
SO Technology [Member]
Statement [Line Items]
Payable on payment schedule of agreed upon purchase price			$ 2,762,500
Distribution of cash			$ 1,700,000
Common stock shares			170,000
Common stock value			$ 1,062,500
Predictive Black Ltd [Member]
Statement [Line Items]
Payable on payment schedule of agreed upon purchase price		$ 3,300,000
Distribution of cash		$ 600,000
Common stock shares		540,000
Common stock value		$ 2,700,000

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details)	9 Months Ended
	Feb. 28, 2023 USD ($)
Purchase Price:
Cash, net of cash required	$ 5,723,388
Note Payable	12,000,000
170,000 shares of common stock, values at $6.25/sh	0
540,000 shares of common stock, values at $5.00/sh	0
Total Purchase Price, net of Cash Acquired	17,723,388
Cash	0
Accounts Receivable, Trade, net of allowance	3,653,805
Other Receivables	8,023
Customer supplies	361,455
Other Current Assets	7,118,181
Fixed Assets	94,453
Intangible Assets	1,009,336
Other Long-Term Assets	39,471
Total Assets Acquired	12,284,724
Liabilities Assumed:
Accounts Payable	2,631,847
Accrued Expenses	49,456
Deferred Revenue	8,596,996
Other Current Liabilities	2,418,468
Creditors loans	0
Total Liabilities Assumed	13,696,767
Net Assets Acquired	(1,375,631)
Excess Purchase Price "Goodwill"	19,099,019
SO Tech [Member]
Purchase Price:
Cash, net of cash required	901,380
Note Payable	700,000
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	0
Total Purchase Price, net of Cash Acquired	2,663,880
Accounts Receivable, Trade, net of allowance	208,476
Other Receivables	26,254
Fixed Assets	993
Total Assets Acquired	235,723
Liabilities Assumed:
Accounts Payable	0
Accrued Expenses	53,716
Other Current Liabilities	72,647
Creditors loans	43,184
Total Liabilities Assumed	115,831
Net Assets Acquired	119,893
Excess Purchase Price "Goodwill"	2,543,987
BP Ltd [Member]
Purchase Price:
Cash, net of cash required	80,000
Note Payable	520,000
170,000 shares of common stock, values at $6.25/sh	0
540,000 shares of common stock, values at $5.00/sh	2,700,000
Total Purchase Price, net of Cash Acquired	3,300,000
Cash	14,013
Accounts Receivable, Trade, net of allowance	2,938
Other Receivables	283,356
Customer supplies	0
Other Current Assets	1
Fixed Assets	224
Intangible Assets	0
Other Long-Term Assets	0
Total Assets Acquired	300,532
Liabilities Assumed:
Accounts Payable	90,977
Accrued Expenses	0
Deferred Revenue	0
Creditors loans	212,981
Total Liabilities Assumed	303,958
Net Assets Acquired	(3,426)
Excess Purchase Price "Goodwill"	$ 3,303,426

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative) - USD ($)	1 Months Ended
	Jun. 17, 2022	Feb. 28, 2023
Statement [Line Items]
Excess Purchase Price "Goodwill"		$ 19,099,019
Date of acquisition agreement	Jun. 17, 2022
SO Tech [Member]
Statement [Line Items]
Excess Purchase Price "Goodwill"		2,543,987
BP Ltd [Member]
Statement [Line Items]
Excess Purchase Price "Goodwill"		$ 3,303,426
Acquisition One [Member]
Statement [Line Items]
Name of Acquired Entity	Yevgeniy Chsherbinin

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details)	Feb. 28, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
2023	$ 48,854
2024	43,969
Total Future Lease Payments	$ 92,823

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details 1)	9 Months Ended
	Feb. 28, 2023 USD ($)
Operating lease cost
Current lease cost	$ 73,342
Long term lease cost	43,969
Total Operating Lease Cost	$ 117,311

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Feb. 28, 2023	Jun. 17, 2022	May 31, 2022	May 11, 2022
RELATED PARTY TRANSACTIONS
Amount due from a related party	$ 4,832,654		$ 9,925,155
Promissory note issued	0			$ 3,000,000
Interest rate		8%		8%
Accrued interst	$ 191,836

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Feb. 28, 2023	May 11, 2022
Statement [Line Items]
Amount due from related party current	$ 9,000,000
Amount due from related party noncurrent	0	$ 3,000,000
Victor Nazarov[Member]
Statement [Line Items]
Amount due from related party current	4,000,000
Amount due from related party noncurrent	0
Yevgeniy Chsherbinin[Member]
Statement [Line Items]
Amount due from related party current	5,000,000
Amount due from related party noncurrent	$ 0

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative ) - USD ($)	9 Months Ended
	Feb. 28, 2023	Jun. 17, 2022	May 11, 2022
NOTES PAYABLE
Promissory note issued to related party		$ 6,000,000
Interest rate		8%	8%
Amount due from a related party	$ 9,000,000
Accrued interest	$ 481,133
Description of acquisition of SO Tech loan	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 loan bears annual interest at a rate of 2.5%
Description of acquisition of predictive black loan	The original amount of the loan was GBP 50,000 and at the time of acquisition, the balance outstanding was GBP 39,352 ($47,467). The loan bears annual interest at a rate of 2.5%

LONG TERM INCENTIVE PLAN (LTI_2

LONG TERM INCENTIVE PLAN (LTIP) (Details) - Restricted Stock [Member]	9 Months Ended
	Feb. 28, 2023 $ / shares shares
Statement [Line Items]
Restricted shares, assigned | shares	7,837,672
Restricted shares, forfeited | shares	0
Resricted stock, ending balance | shares | shares	7,837,672
Resricted stock, begining balance | shares | shares	0
Vested and Exercisable | shares	0
Weighted average grant date FMV resticted shares, begining | $ / shares	$ 0
Weighted average grant date FMV resticted shares, assigned | $ / shares	2.22
Weighted average grant date FMV resticted shares, restricted shares forfieted | $ / shares	0
Weighted average grant date FMV resticted shares, ending | $ / shares	2.22
Weighted average grant date FMV resticted shares, Vested and Exercisable | $ / shares	$ 0

LONG TERM INCENTIVE PLAN (LTI_3

LONG TERM INCENTIVE PLAN (LTIP) (Details 1)	9 Months Ended
	Feb. 28, 2023 USD ($)
LONG TERM INCENTIVE PLAN (LTIP)
Share based expenses, amortized over 2023	$ 1,087,477
Share based expenses, amortized over 2024	4,349,908
Share based expenses, amortized over 2025	4,349,908
Share based expenses, amortized over 2026	4,349,908
Share based expenses, amortized over 2027	724,985
Total share based expenses to be amortised	$ 14,862,186

LONG TERM INCENTIVE PLAN (LTI_4

LONG TERM INCENTIVE PLAN (LTIP) (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Feb. 28, 2023	Feb. 28, 2023	Aug. 01, 2022	May 31, 2022
Statement [Line Items]
Share based expense	$ 1,087,477	$ 2,537,446
Total share based expenses to be amortised		$ 14,862,186
Common stock available for issuance	153,400,505	153,400,505		144,899,472
LTIP [Member]
Statement [Line Items]
Restricted shares, assigned		7,837,672
Future grants under plan		6,000,985
Share based expense, total		$ 17,399,632
Share based expense		2,537,446
Total share based expenses to be amortised		$ 14,862,186
Common stock available for issuance			13,838,657

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Feb. 28, 2023	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	$ 0	$ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Feb. 28, 2023	May 31, 2022
INCOME TAXES
Federal Tax Benefit (at 21%)	$ 1,560,000	$ 194,000
Valuation Allowance	(1,560,000)	(194,000)
Deferred Tax Assets	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Feb. 28, 2023	May 31, 2022
INCOME TAXES
Net operating loss carryforwards	$ 8,200,000	$ 1,210,000
Valuation allowance	1,545,100	127,890
Deferred tax Assets	$ 1,800,000	$ 254,900