10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended November 30, 2021

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

For the transition period from ___ to ___

Commission file number: 000-53994

LZG INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

FLORIDA (State or other jurisdiction of incorporation or organization)	98-0234906 (I.R.S. Employer Identification No.)
2157 S. LINCOLN STREET, SUITE 401, SALT LAKE CITY, UTAH (Address of principal executive offices)	84106 (Zip code)

Registrant's telephone number, including area code: (801) 323-2395

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 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 of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐   Non-accelerated filer ☑ 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 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the registrant's common stock as of January 19, 2022 was 10,250,556.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	2
	Condensed Balance Sheets (Unaudited)	3
	Condensed Statements of Operations (Unaudited)	4
	Condensed Statements of Stockholders’ Equity 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
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1a.	Risk Factors Information	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
Signatures		13

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LZG INTERNATIONAL, INC.

For the Three and Six Months Ended

November 30, 2021

(Unaudited)

2

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, none 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.

3

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.

4

LZG International, Inc.

Condensed Statement of Stockholders’ Equity (Deficit)

For the six months ended November 30, 2021 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.

5

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.

6

LZG International, Inc.

Notes to the Condensed Financial Statements

November 30, 2021

(Unaudited)

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. 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 management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its May 31, 2021 Annual Report on Form 10-K. As a result of acquiring the Fat Brain technology, the Company is launching business operations.

Operating results for the six months ended November 30, 2021 are not necessarily indicative of the results to be expected for year ending May 31, 2022.

Revenue Recognition – The Company's sources 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 Contracts with Customers (“ASC 606”), the Company recognizes revenue upon the transfer of promised technologies or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised technologies or services. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements:

The ASC 606 criteria the Company uses to recognize revenue comprise of the following:

1.  Contract with 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 from the application.

4.  Allocation 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.

Basic and Diluted Loss Per Share – Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.  Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. There are no potentially dilutive securities outstanding, so basic and diluted loss per share is the same.

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 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 external, 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.

7

NOTE 2 – 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 have been limited for the past several years and it is 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.

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 3 – RELATED PARTY TRANSACTIONS

The financial statements include related party transactions, which as of November 30, 2021 and May 31, 2021, included loans from an officer of the Company totaling $23,500. The loans had an original due date of June 30, 2014, but principal and interest maturities have been extended to June 30, 2022. The loans are not collateralized, and bear interest at 8% per annum. Interest expense was $940 for the six months ended November 30, 2021, resulting in accrued interest of $22,157 and $21,217 at November 30, 2021 and May 31, 2021, respectively.

During the six months ended November 30, 2021, a stockholder, paid for administrative and professional services totaling $3,000, resulting in amounts payable to the stockholder of $9,000 and $6,000 as of November 30, 2021 and May 31, 2021, respectively. On May 31, 2018 the stockholder converted $92,500 of its accounts payable to a promissory note, which bears interest at 8% per annum 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 for the six months ended November 30, 2021, resulting in accrued interest of $29,513 and $24,745 at November 30, 2021 and May 31, 2021, respectively.

NOTE 4 – NOTES PAYABLE

During the six months ended November 30, 2021 and 2020, the Company borrowed $25,000 and $5,000, respectively, from a third party, resulting in notes payable of $94,800 and $69,800 at November 30, 2021 and May 31, 2021, respectively. The notes are due on demand, are not collateralized, 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 stock 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.

NOTE 6 – INTANGIBLE ASSET ACQUISITION

On October 23, 2021, 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 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 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:

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

NOTE 7 – 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 the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.

8

In this report references to “LZG International,” “the Company,” “we,” “us,” and “our” refer to LZG International, Inc.

FORWARD LOOKING STATEMENTS

The 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 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

As a result of LZG International, Inc.’s acquisition of the FatBrain technology pursuant to the IT Asset Contribution Agreement (“IT Contribution Agreement”), dated October 23, 2021, we currently hold intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights (“IT Assets”). (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”) to tackle discriminatory pricing in the $6.6 trillion-dollar daily foreign exchange market. Previously, FatBrain LLC had entered into a licensing agreement for our software with a non-related party, Tempus, Inc., a District of Columbia corporation owned by Monex S.A.B. (“Angelina Agreement”). After LZG acquired ownership of Angelina FX 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 to be approximately $174,000, plus an additional revenue share from 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 member 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.

We are hiring additional employees to assist in the development of our new operations. We have hired a seasoned Wall Street executive, Dr. Wei Ouyang, to lead the Angelina FX business. Dr. Ouyang has operational, trading and sales tenures at Bank 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.

9

To support Dr. Ouyang’s development goals, we have hired a pioneering AI researcher and scientist, Dr. Rajarshi Das. Dr. Das has tenures with IBM Research, Los Alamos National Labs and Santa Fe Institute. We have also hired Mr. Soubir Acharya, an experienced technology architect and innovator. Among other business and technical accomplishments, Mr. Acharya launched and commercialized a $250 million data protection business.

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 conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to obtain capital from management, significant stockholders and/or third parties to cover minimal expenses; however, there is no assurance that additional funding will be available. 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.

Material Changes in Results of Operations

During the six-months ended November 30, 2021, 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).

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 a promissory note which bears interest at 8% per annum and is due on demand, resulting in a total balance owed of $119,200. Accrued interest on the note totaled $29,513 and $24,745 at November 30, 2021 and 2020, respectively

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

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 concluded that our disclosure controls and procedures were not effective at that reasonable assurance level as of the end of the six-month period ended November 30, 2021.

The material weaknesses relate to 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 of our management team in general. We are in the process of evaluating methods of improving our internal control over financial reporting, including the possible addition of financial reporting staff and the increased separation of financial reporting responsibility, and intend to implement such steps as are necessary and possible to correct these material weaknesses.

Changes to Internal Control over Financial Reporting

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 in our internal control over financial reporting during the quarter ended November 30, 2021 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 1. 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

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 23, 2021, the Company issued 10,000,000 shares of common stock to Peter B. Ritz in consideration for the FatBrain LLC intellectual property. We relied on an exemption from the registration requirements provided by Section 4(a) (2) of the Securities Act.

As of November 30, 2021, the Company also sold an aggregate of 22,990,000 shares to eight investors totaling $10,450,000 and those funds are held in escrow. We relied on an exemption from the registration requirements provided by Section 4(a) (2) 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. We relied on an exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None. 

ITEM 6. EXHIBITS

Part I Exhibits

No.	Description
31.1	Chief Executive Officer Certification
31.2	Chief Financial Officer Certification
32.1	Section 1350 Certification

Part II Exhibits

No.	Description
3(i).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)
3(i).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)
3(ii)	Bylaws of LZG International, Inc., effective January 28, 2010 (Incorporated by reference to exhibit 3.2 to Form 10 filed May 26, 2010)
10.1	IT Asset Contribution Agreement, dated October 23, 2021 (Incorporated by reference to exhibit 10.1 to Form 8-K, filed October 28, 2021)
10.2	FatBrain Master Services Agreement with Tempus, Inc., dated May 10, 2021
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document
	** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LZG INTERNATIONAL, INC.

Date:January 19, 2022	By:   /s/ Greg L. Popp                     Greg L. Popp President
Date:January 19, 2022	By:   /s/ Peter B. Ritz                     Peter B. Ritz Chief Executive Officer Chief Financial Officer

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EX-10.2

Exhibit 10.2

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is made by and between FatBrain, LLC a Delaware Limited Liability Company, having an office at 54 W40th Street, Suite 1123, NYC, NY 10018 USA (“FatBrain”) and Tempus, Inc, a District of Columbia Corporation, having an office at 1201 New York Ave NW #300, Washington, DC 20005 (“Customer”), as of May 5, 2021 (“Effective Date”).

In consideration of the mutual promises and covenants set forth in this Agreement, the Parties agree as follows:

1. Definitions.

(a)“Confidential Information” means any and all information, in any medium, which is provided by one party to this Agreement (“Discloser”) to the other party (“Recipient”), that is either (i) related to business practices, financial statements, financial information, pricing, contractors, resellers, customers, products, methods, techniques, processes, know-how, apparatuses, proprietary software (source and object code), and employee data; (ii) marked using a legend such as “confidential”, “proprietary” or similar words, or if disclosed orally must be confirmed as such by the Discloser in a writing delivered within seven (7) days of disclosure; or (iii) any information which the Recipient should have reasonably considered to be confidential under the circumstances surrounding disclosure. Confidential Information will include, without limitation, this Agreement, including any Statement of Work or other attachments, and any FatBrain pricing information.

(b)“Deliverables” means any and all tangible deliverables and other work product of Services delivered by FatBrain to Customer pursuant to a Statement of Work, but specifically excluding any Products (as defined below).

(c)“Statement of Work” means a statement of work that references this Agreement and is executed by both parties during the term of this Agreement.

(d)“Service” or “Services” means the services to be performed by FatBrain under any Statement of Work.

2. Purpose and Scope

(a)Purpose and Scope of Agreement. The purpose of this Agreement is to set forth the terms and conditions under which FatBrain will perform Services for Customer and deliver the Deliverables to Customer. This Agreement governs all Services performed for Customer and all Deliverables provided to Customer pursuant to any Statement of Work.

(i)Statement of Work. Customer and FatBrain will jointly prepare a Statement of Work whenever Customer wishes to purchase Services from FatBrain. Each Statement of Work will reference this Agreement and will provide the following information (if applicable): (A) a description of the Services to be performed by FatBrain for Customer; (B) description of the Deliverables to be delivered by FatBrain to Customer; (C) the price and payment schedule for Services; (D) a description of the locations where Services are to be performed; (E) a schedule for the performance of Services; and (F) any special terms and conditions that will apply to the applicable Statement of Work.

(b)Execution of Statement of Work; Order of Precedence. After both parties have signed a Statement of Work, that Statement of Work will be incorporated into and made a part of this Agreement. All of the terms and conditions of this Agreement will apply to that Statement of Work, except that any terms and conditions expressly set forth in that Statement of Work that conflict with the terms and conditions of this Agreement will govern over the terms and conditions of this Agreement. Any such conflicting terms and conditions will apply only to that particular Statement of Work and will have no application to any other Statement of Work. FatBrain will have no obligation to perform Services, and Customer will have no obligation to pay FatBrain for any Services, not within a Statement of Work.

(c)Changes. If Customer desires to make any changes to a Statement of Work, Customer and FatBrain will discuss the changes and FatBrain will provide Customer with a written description of the proposed change, any impact it may have on price and any impact it may have on project schedule. Customer may accept or reject the description. If accepted by both parties, such description will be made part of the applicable Statement of Work and will supersede any conflicting portions of the applicable Statement of Work.

(d)Prevailing Terms. If any purchase order, acceptance or other document is used by Customer in connection with the performance of Services, then notwithstanding any terms and conditions therein contained to the contrary, the terms and conditions of such documents will be governed by the terms and conditions of this Agreement and any terms and conditions thereof which are inconsistent, different from, or in addition to, the terms and conditions of this Agreement will be null and void and of no force or effect.

Products. Notwithstanding anything to the contrary in this Agreement, any and all products, hardware, equipment or software (“Products”) sold, made available or provided by FatBrain to Customer in connection with any Services or this Agreement will be provided to Customer pursuant to FatBrain’s standard Terms and Conditions of Sale, which may be updated from time to time, and can be found at: www.fatbrain.ai/terms-and-conditions

3. Engagement of Services.

(a)Services. FatBrain will use commercially reasonable efforts to render the Services set forth in each Statement of Work according to the terms set forth therein in a timely and professional manner consistent with industry standards. Customer will make its facilities, equipment and staff available to FatBrain as reasonably necessary to complete any Services set forth in a Statement of Work. For Services provided on Customer’s premises, Customer will provide a safe, secure working environment and will make any accommodations as reasonably requested by FatBrain.

(b)Customer Responsibilities. FatBrain’s provision of Services under this Agreement depends on Customer’s providing required assistance or input. Such Customer responsibilities will generally be listed or described in this Agreement, the Statement of Work, or may be communicated to Customer by FatBrain as particular needs arise. FatBrain will not be deemed in violation of this Agreement based on any failure or delay attributable to failure of Customer to meet such responsibilities.

(c)Staff. During the term of this Agreement and for a period of one (1) year following termination, each party will not solicit for employment or hire the other party’s employees or contractors without prior written consent of the applicable party; provided, however, that nothing in this Section 3(c) will prohibit either party from engaging in general advertising for positions (as long as they are not targeted at any aforementioned person) and hiring anyone in response to such general advertising.

(d) Third Party Terms. FatBrain’s performance of Services under this Agreement may be subject to third party agreements or terms of use. Such agreements or terms will be set forth in the applicable Statement of Work, or will otherwise be provided to Customer for review. To obtain Services under this Agreement, Customer must accept all such third-party agreements or terms.

4. Compensation.

(a)Fees and Payment. FatBrain will invoice Customer and Customer will pay FatBrain fees for Services as set forth in the applicable Statement of Work. Customer will pay all invoices no later than thirty (30) days after the date of the invoice. Late payments of any amount not subject to a good faith dispute will accrue interest at the lesser of 1.5 % per month or the highest rate allowed by applicable law. All fees and payments hereunder will be paid in U.S. Dollars.

(b)Taxes. Unless otherwise stated in the relevant Statement of Work, stated fees do not include, and are net of, any foreign or domestic governmental taxes or charges of any kind that may be applicable to the provision of the Services, including without limitation excise, sales, use, or value-added taxes; customs or other import duties; or other taxes, tariffs, or duties. Customer will be responsible for, and will pay in a timely manner, all such taxes and charges levied against FatBrain, excluding taxes on the income of FatBrain. If FatBrain has the legal obligation to pay or collect such taxes, the appropriate amount will be invoiced to Customer, excluding taxes on the income of FatBrain, and paid by Customer, unless Customer provides FatBrain with a valid tax exemption certificate authorized by the appropriate taxing authority. All payments by Customer will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes that are otherwise imposed on payments to FatBrain will be the sole responsibility of Customer.

5. Independent Contractor Relationship.

The parties acknowledge and agree that FatBrain’s relationship with Customer will be that of independent contractor and nothing in this Agreement (including any Statement of Work) or other agreement between the parties should be construed to create a partnership or joint venture relationship or make Customer a joint employer, co-employer, dual-employer or single employer of FatBrain’s personnel. Neither party is an agent of the other party and neither party is authorized to make any representation, contract, or commitment on behalf of the other party.

6. Intellectual Property Rights.

(a)Deliverables. Any Deliverables, except for the FatBrain Engine (as defined below) contained therein, delivered by FatBrain to Customer (the “Transferred Deliverables”) in the course of providing the Services will be the property of Customer from and after the date on which Customer pays FatBrain the undisputed fees with respect to the applicable Transferred Deliverable. Accordingly, FatBrain assigns to Customer, effective on that date, any and all of its rights in such Transferred Deliverables together with any and all rights in the nature of copyright and all other intellectual property rights, which it may have in such Transferred Deliverables.

(b)FatBrain Engine. FatBrain may use proprietary tools, computer programs, algorithms, databases, methods and techniques, processes, forms, templates and other materials and ideas developed by itself or others to perform the Services for Customer (“FatBrain Engine”). Customer acknowledges and agrees that the FatBrain Engine, including any modifications, improvements, adaptations, or enhancements thereto or new versions thereof, are not deemed a Transferred Deliverable or “work made for hire” under this Agreement and remain the sole property of FatBrain.

(c)License to FatBrain Engine. FatBrain hereby grants to Customer a limited and nonexclusive license to copy, have copied, distribute, have distributed, publicly perform and have publicly performed, display and have displayed and otherwise use FatBrain Engine solely to the extent included or embodied in the Deliverables, and to make full use of such Deliverables for Customer’s own benefit in and throughout Customer’s business solely in connection with its business operations and not for commercial exploitation in any other manner. Customer will not transfer FatBrain Engine to any third party through reselling, sublicensing or subcontracting for the purpose of providing services similar to that which FatBrain provides to Customer under this Agreement or for any other commercial purpose.

7. Representations and Warranties; Warranty Disclaimer.

(a)FatBrain hereby represents and warrants that (i) FatBrain has the full right and power to enter into and perform this Agreement; (ii) FatBrain will use commercially reasonable efforts so that no (A) program code or programming instruction or set of instructions intentionally designed to disrupt, disable, harm, interfere with, otherwise adversely affect or without authorization access or delete computer programs, data files or operations; or (B) other code typically described as a virus or by similar terms, including Trojan horse, worm or backdoor (the items in (A) and (B), collectively, “Viruses”) are coded or introduced into the Services or the systems or applications relating to the Services and if a Virus has been introduced into the systems and applications relating to the Services, FatBrain will use commercially reasonable efforts to remove the Virus and restore Services; (iii) its provision of the Services is and will be in compliance with all applicable laws, rules and regulations; and (iv) it will perform the Services in a professional and workmanlike manner.

(b)Customer hereby represents and warrants that Customer has full right and power to enter into and perform this Agreement and that the person signing this Agreement on its behalf has the power and authority to bind Customer to this Agreement.

(c)Services under this Agreement are warranted in accordance with any applicable Service Level Agreement terms specified in the applicable Statement of Work, and FatBrain makes no other warranties or representations regarding the Services under this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED TO CUSTOMER HEREIN, FATBRAIN MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. FATBRAIN EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUALITY, ACCURACY, TITLE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF FATBRAIN TO ANY DISTRIBUTOR, END USER, OR OTHER THIRD PARTY. Customer’s sole remedy for breach of FatBrain’s service warranty shall be re-performance of the Services.

8. Term and Termination.

(a)Term. This Agreement will become effective as of the Effective Date, and will remain in effect until terminated by any of the events of this Section 8.

(b)Termination by Both Parties. The parties may mutually terminate the Agreement or any Statement of Work by written agreement at any time.

(c)Termination by Customer. Customer may terminate (i) this Agreement at any time that there is no uncompleted Statement of Work (SOW) in effect or upon FatBrain’s material breach of this Agreement, which has not been cured within thirty (30) days after notice of such breach and intent to terminate has been provided to FatBrain, (ii) this Agreement or any Statement of Work immediately upon a breach by FatBrain of Sections 6 (Intellectual Property Rights) or 10 (Confidentiality) of this Agreement, (iii) this Agreement or any Statement of Work if FatBrain becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in Bankruptcy is filed with respect to FatBrain and is not dismissed within thirty (30) days, (iv) as specified according to the terms of a then-subsisting SOW or related Schedule.

(d)Termination by FatBrain. FatBrain may terminate (i) this Agreement at any time that there is no uncompleted Statement of Work in effect upon thirty (30) days’ prior written notice to Customer; (ii) this Agreement or any Statement of Work immediately upon thirty (30) days following a material breach of this Agreement by Customer, which has not been cured within thirty (30) days after notice of such breach and intent to terminate has been provided to Customer; (iii) this Agreement or any Statement of Work immediately upon a breach by Customer of Sections 6 (Intellectual Property Rights) or 10 (Confidentiality) of this Agreement; or (iv) this Agreement or any Statement of Work if Customer becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in Bankruptcy is filed with respect to Customer and is not dismissed within thirty (30) days.

(e)Effect of Termination. Upon termination of this Agreement, all Statement of Works will terminate along with this Agreement. Upon termination of the Agreement, Customer will immediately (i) cease usage of the Services and any other systems or applications relating to the Services; and (ii) cease usage of and return to FatBrain or securely destroy any FatBrain Confidential Information in Customer’s possession. Upon termination of the Agreement, FatBrain will (i) cease performing the Services, and (ii) deliver to Customer or securely destroy any Customer Confidential Information in FatBrain’s possession. In the case of termination of a Statement of Work, the parties will take the actions listed in this Section 8(e) and any additional actions set forth in the applicable Statement of Work, except only to the extent the actions apply to the Services covered by the terminated Statement of Work.

9. Indemnification.

(a)Indemnification by FatBrain. FatBrain will, using its own counsel, defend, indemnify and hold harmless Customer, its affiliates and subsidiaries and its and their directors, officers, employees, agents, and contractors from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees), judgments or settlement amounts arising out of or in connection with any third party claim (i) that Customer’s use of Services or any Deliverable provided pursuant to a Statement of Work hereunder infringes any United States patent, copyright, trademark, trade secret, privacy right, right of publicity or other proprietary right of a third party; or (ii) arising out of or in connection with FatBrain’s gross negligence or willful misconduct.

(b)Indemnification by Customer. Customer will defend, indemnify and hold harmless FatBrain, its affiliates and subsidiaries and its and their directors, officers, employees, agents, and contractors from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees), judgments or settlement amounts arising out of or in connection with any third party claim (i) arising from Customer’s use of the Services or Deliverables other than as authorized under this Agreement; or (ii) arising from Customer’s gross negligence or willful misconduct.

(c)Obligations. In connection with the indemnification obligations provided under this Agreement, a Party seeking indemnification (“Indemnified Party”) will: (i) promptly notify the other Party (“Indemnifying Party”) of any claim that is subject to the Indemnifying Party’s indemnification obligations hereunder, but any failure to promptly notify the Indemnifying Party will not discharge any indemnification obligation unless and only to the extent that such failure is held to prejudice the Indemnifying Party’s claim; (ii) reasonably cooperate with the Indemnifying Party in the defense or settlement of the claim, including the provision of all assistance, information and authority reasonably requested by the Indemnifying Party, provided any reasonable related costs or expenses incurred by the Indemnified Party will be covered by the Indemnifying Party; and (iii) grant the Indemnifying Party the right to control the defense and settlement of any claim which is subject to indemnification. Notwithstanding the foregoing, the Indemnified Party will have the right to employ separate counsel and participate in the defense of such action at the Indemnified Party’s expense.

(d)Exclusions. Notwithstanding the foregoing, FatBrain will have no liability for any claim of infringement based on (i) the use of a superseded release or version of the Services or Deliverables if the infringement would have been avoided by the use of the current release provided to Customer by FatBrain; (ii) the modification of the Services or Deliverables by anyone other than FatBrain or its agents, except where such modification is authorized by FatBrain in writing; (iii) the use of the Services or Deliverables other than in accordance with their published documentation and this Agreement or with any written instructions otherwise provided by FatBrain; (iv) the combination of the Services or Deliverables with other software, hardware, or services not provided by FatBrain; or (v) Customer’s use of the Services or Deliverable after notice from FatBrain of the replacement of infringing Services or Deliverables or that Customer should cease use of the Services or the Deliverables due to a legal claim. These exclusions apply to the extent that the infringement would have been avoided but for such use of a superseded release, modification, non-compliance, or combination.

(e)Remedies; Sole Remedy for Infringement, Misappropriation. If any Service or Deliverable, or any material portion thereof, is held by a court of competent jurisdiction to infringe, or if FatBrain believes that the Service or Deliverable may be subject to a claim or held to infringe, FatBrain will in its reasonable judgment and at its own expense use reasonable commercial efforts to (i) replace or modify the Service or Deliverable so as to be non-infringing, provided that the replacement Service or Deliverable contains substantially similar functionality; or (ii) obtain for Customer a license to continue using the Service or Deliverable. If a non-infringing alternative or a license to use the Service or Deliverable cannot be obtained upon commercially reasonable terms, as determined by FatBrain, FatBrain will terminate the affected Service or Deliverable with no further payment obligation of Customer for the affected Service or Deliverable. THIS SECTION STATES FATBRAIN'S TOTAL RESPONSIBILITY AND LIABILITY, AND CUSTOMER’S SOLE REMEDY CONCERNING CLAIMS BROUGHT BY THIRD PARTIES REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT FOR ANY SERVICE OR DELIVERABLE, OR ANY PART THEREOF, AND IS IN LIEU OF AND REPLACES ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, TERMS, OR CONDITIONS REGARDING INFRINGEMENT AND MISAPPROPRIATION.

10. Confidential Information.

(a)Each party acknowledges that during the course of performing its obligations hereunder it may receive Confidential Information. Each party will employ the same degree of care to protect the secrecy and confidentiality of the Confidential Information of the other party as it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. Each party will restrict the release, access and use of Confidential Information to those of its employees, officers, directors, consultants and agents who reasonably need access to the Confidential Information in order to perform its obligations under this Agreement and the applicable Statement of Work, provided such employees, officers, directors, consultants and agents are subject to written agreements which contain confidentiality obligations that enable each party to comply with the provisions of this Agreement and the applicable Statement of Work. Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party will be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement.

(b)Confidential Information herein will not include information that (i) the Recipient had in its possession prior to disclosure to the Recipient by the Discloser; (ii) was part of the public knowledge or literature, not as a result of any action or inaction of the Recipient; (iii) was subsequently disclosed to the Recipient from a source other than the Discloser who was not bound by an obligation of confidentiality to the Discloser; (iv) was independently developed by the Recipient without reference to or the use of, directly or indirectly, any Confidential Information; or (v) the Recipient is required to disclose pursuant to a court order or as otherwise required by law; provided, however, that Recipient notifies the Discloser within sufficient time to give the Discloser a reasonable period to contest such order, and further reasonably cooperates with Discloser in contesting such order.

11.       LIMITATION OF LIABILITY.

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY UNDER ANY CLAIM OR CIRCUMSTANCE, WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT, OR OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, BUSINESS OR REVENUES OR LOST GOODWILL) ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ANY STATEMENT OF WORK, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) PRECEDING MONTHS OF SERVICE PURSUANT TO THE APPLICABLE STATEMENT OF WORK.

12. General Terms.

(a)Publicity. Parties may use each other’s name only with prior written consent of Parties’ officers for purposes of publicity or promotion of Services (including adding Parties’ names and describing purchased Services in client lists or press releases).

(b)Force Majeure. Except for payment obligations under this Agreement, neither party will be liable for any failure or delay in performing its obligations under this Agreement and any Statement of Work on account of strikes, riots, wars, acts of terrorism, fires, floods, explosions, earthquakes, government action or regulation, acts of God, or other causes beyond the reasonable control of such party; provided, that such party gives the other party written notice thereof promptly and uses good faith efforts to so perform or cure the non-performance.

(c)Assignment. Neither party may assign or subcontract any or all of its obligations or rights under this Agreement, including any Statement of Work, without the other party’s prior written consent, which will not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with any merger or sale of all or substantially all of its assets or equity. In the event of any such assignment, any and all obligations of the assigning party under this Agreement, including any Statement of Work, will apply fully to any such assignee as if it were the assigning party under this Agreement. Any assignment in violation of the foregoing will be deemed null and void. This Agreement, including any Statement of Works will inure to the benefit of the parties, their successors and permitted assigns.

(d)No Waiver. Failure of either party to enforce any provision of this Agreement or any Statement of Work will not be deemed a waiver of the right to thereafter enforce that or any other provision of this Agreement or any Statement of Work.

(e)Modifications. Any amendment or modification of this Agreement or any Statement of Work must be made in writing and signed by authorized representatives of both of the parties.

(f)Governing Law; Forum. This Agreement and any Statement of Work will be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of law principles. The parties agree that the state and federal courts sitting in New York will have sole and exclusive jurisdiction and venue over any matter arising out of this Agreement and the applicable Statement of Work and each party hereby submits itself to the venue and jurisdiction of such courts. Each party hereby waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such court, including any claim that such proceeding has been brought in an inconvenient forum. Notwithstanding the foregoing, nothing contained in this paragraph will prohibit either party from seeking equitable relief in any jurisdiction for breaches of confidentiality (under Section 11) or license rights (under Section 8) hereunder.

(g)Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement or any Statement of Work which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

(h)Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and will be construed so as to best effectuate the intention of the parties in executing it.

(i)Survival. Any obligations which either expressly or by their nature are to continue after the termination or expiration of this Agreement will survive and remain in effect.

(j)Export. Customer covenants that it will not export or re-export, either directly or indirectly, the Services or Deliverables, or related technology in violation of U.S. export control laws, including but not limited to the Export Administration Act of 1979, 50 U.S.C. App. §§ 2401-2420, the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-1707, and any regulations, orders or rule issued pursuant thereto ("U.S. Export Controls") and will obtain any and all licenses, filings, registration and approvals required for export or re-export of the Services or Deliverables under U.S. Export Controls. Customer further covenants that it will not export or re-export the Services or Deliverables to a party listed on any of the unauthorized lists maintained by the U.S. Department of Commerce, the U.S. Department of Treasury or the U.S. Department of State, as found at www.bis.doc.gov or to any person owned or controlled by such person.

(k)Notice. Any notices provided under this Agreement will be deemed given three (3) days after being sent by a national overnight delivery service or express mail, and immediately after personal delivery to the other party at the addresses shown above to the attention of the other party’s elected officer or as otherwise specified in writing by the other party.

(l)Entire Agreement. This Agreement, together with all Statement of Works and exhibits attached hereto constitutes the entire agreement between the parties as to the subject matter hereof and supersedes and cancels any and all written or oral agreements previously or contemporaneously existing between the parties with respect to such subject matter. Customer acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein.

(m)Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, will be deemed to be an original, and all such counterparts together will constitute one and the same agreement. Facsimile or PDF copies of this Agreement will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

Tempus, Inc.	FatBrain, LLC
Signature: /s/ Michael Lindermann	Signature: /s/ Shawn R. Carey
Print Name: Michael Lindermann	Print Name: Shawn R. Carey
Title: Chief Compliance Officer	Title: Managing Director
Date: May 10, 2021	Date: May 10, 2021

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Peter B. Ritz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of LZG International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  Date: January 19, 2022   /s/ Peter B. Ritz Peter B. Ritz Chief Executive Officer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Peter B. Ritz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of LZG International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  Date: January 19, 2022   /s/ Peter B. Ritz Peter B. Ritz Chief Financial Officer

EX-32.1

Exhibit 32.1

LZG INTERNATIONAL, INC.

CERTIFICATION OF PERIODIC REPORT

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

18 U.S.C. Section 1350

The undersigned executive officer of LZG International, Inc. certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

a. the quarterly report on Form 10-Q of LZG International, Inc. for the quarter ended November 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b. the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of LZG International, Inc.

    Date: January 19, 2022     /s/ Peter B. Ritz Peter B. Ritz Chief Executive Officer Chief Financial Officer

XML

Cover - shares	6 Months Ended
	Nov. 30, 2021	Jan. 19, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Nov. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--05-31
Entity File Number	000-53994
Entity Registrant Name	LZG INTERNATIONAL, INC.
Entity Central Index Key	0001126115
Entity Tax Identification Number	98-0234906
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2157 S. LINCOLN STREET
Entity Address, Address Line Two	SUITE 401
Entity Address, City or Town	SALT LAKE CITY
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84106
City Area Code	801
Local Phone Number	323-2395
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,250,556

XML

Condensed Balance Sheets (Unaudited) - USD ($)	Nov. 30, 2021	May 31, 2021
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, none 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

XML

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Nov. 30, 2021	May 31, 2021
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value 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 or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	10,250,556	250,556
Common Stock, Shares, Outstanding	10,250,556	250,556

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2021	Nov. 30, 2020	Nov. 30, 2021	Nov. 30, 2020
Income Statement [Abstract]
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

XML

Condensed Statement of Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance – May 31, 2021 at May. 31, 2020	$ 251	$ 3,063,134	$ (3,323,418)	$ (260,033)
Shares, Outstanding, Beginning Balance at May. 31, 2020	250,556
Net income			(9,278)	(9,278)
Balance – November 30, 2021 at Aug. 31, 2020	$ 251	3,063,134	(3,332,696)	(269,311)
Shares, Outstanding, Ending Balance at Aug. 31, 2020	250,556
Balance – May 31, 2021 at May. 31, 2020	$ 251	3,063,134	(3,323,418)	(260,033)
Shares, Outstanding, Beginning Balance at May. 31, 2020	250,556
Net income				(16,119)
Balance – November 30, 2021 at Nov. 30, 2020	$ 251	3,063,134	(3,339,537)	(276,152)
Shares, Outstanding, Ending Balance at Nov. 30, 2020	250,556
Issuance of common shares for acquisition of software
Balance – May 31, 2021 at Aug. 31, 2020	$ 251	3,063,134	(3,332,696)	(269,311)
Shares, Outstanding, Beginning Balance at Aug. 31, 2020	250,556
Net income			(6,841)	(6,841)
Balance – November 30, 2021 at Nov. 30, 2020	$ 251	3,063,134	(3,339,537)	(276,152)
Shares, Outstanding, Ending Balance at Nov. 30, 2020	250,556
Balance – May 31, 2021 at May. 31, 2021	$ 251	3,063,134	(3,353,260)	(289,875)
Shares, Outstanding, Beginning Balance at May. 31, 2021	250,556
Net income			(13,976)	(13,976)
Balance – November 30, 2021 at Aug. 31, 2021	$ 251	3,063,134	(3,367,236)	(303,851)
Shares, Outstanding, Ending Balance at Aug. 31, 2021	250,556
Balance – May 31, 2021 at May. 31, 2021	$ 251	3,063,134	(3,353,260)	(289,875)
Shares, Outstanding, Beginning Balance at May. 31, 2021	250,556
Net income				(6,127)
Balance – November 30, 2021 at Nov. 30, 2021	$ 10,251	3,401,134	(3,359,387)	51,998
Shares, Outstanding, Ending Balance at Nov. 30, 2021	10,250,556
Issuance of common shares for acquisition of software				348,000
Balance – May 31, 2021 at Aug. 31, 2021	$ 251	3,063,134	(3,367,236)	(303,851)
Shares, Outstanding, Beginning Balance at Aug. 31, 2021	250,556
Net income			7,849	7,849
Balance – November 30, 2021 at Nov. 30, 2021	$ 10,251	3,401,134	(3,359,387)	51,998
Shares, Outstanding, Ending Balance at Nov. 30, 2021	10,250,556
Issuance of common shares for acquisition of software	$ 10,000	$ 338,000		$ 348,000
Stock Issued During Period, Shares, Other	10,000,000			10,000,000

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Nov. 30, 2021	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 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:
Interest
Income Taxes
Non-cash Investing and Financing Activities
Issuance of common stock for acquisition of software	$ 348,000

XML

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

6 Months Ended

Nov. 30, 2021

Accounting Policies [Abstract]

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. 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 management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its May 31, 2021 Annual Report on Form 10-K. As a result of acquiring the Fat Brain technology, the Company is launching business operations.

Operating results for the six months ended November 30, 2021 are not necessarily indicative of the results to be expected for year ending May 31, 2022.

Revenue Recognition – The Company's sources 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 Contracts with Customers (“ASC 606”), the Company recognizes revenue upon the transfer of promised technologies or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised technologies or services. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements:

The ASC 606 criteria the Company uses to recognize revenue comprise of the following:

1.  Contract with 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 from the application.

4.  Allocation 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.

Basic and Diluted Loss Per Share – Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.  Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. There are no potentially dilutive securities outstanding, so basic and diluted loss per share is the same.

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 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 external, 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.

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NOTE 2 – GOING CONCERN

6 Months Ended

Nov. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 2 – GOING CONCERN

NOTE 2 – 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 have been limited for the past several years and it is 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.

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.

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NOTE 3 – RELATED PARTY TRANSACTIONS

6 Months Ended

Nov. 30, 2021

Related Party Transactions [Abstract]

NOTE 3 – RELATED PARTY TRANSACTIONS

NOTE 3 – RELATED PARTY TRANSACTIONS

The financial statements include related party transactions, which as of November 30, 2021 and May 31, 2021, included loans from an officer of the Company totaling $23,500. The loans had an original due date of June 30, 2014, but principal and interest maturities have been extended to June 30, 2022. The loans are not collateralized, and bear interest at 8% per annum. Interest expense was $940 for the six months ended November 30, 2021, resulting in accrued interest of $22,157 and $21,217 at November 30, 2021 and May 31, 2021, respectively.

During the six months ended November 30, 2021, a stockholder, paid for administrative and professional services totaling $3,000, resulting in amounts payable to the stockholder of $9,000 and $6,000 as of November 30, 2021 and May 31, 2021, respectively. On May 31, 2018 the stockholder converted $92,500 of its accounts payable to a promissory note, which bears interest at 8% per annum 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 for the six months ended November 30, 2021, resulting in accrued interest of $29,513 and $24,745 at November 30, 2021 and May 31, 2021, respectively.

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NOTE 4 – NOTES PAYABLE

6 Months Ended

Nov. 30, 2021

Debt Disclosure [Abstract]

NOTE 4 – NOTES PAYABLE

NOTE 4 – NOTES PAYABLE

During the six months ended November 30, 2021 and 2020, the Company borrowed $25,000 and $5,000, respectively, from a third party, resulting in notes payable of $94,800 and $69,800 at November 30, 2021 and May 31, 2021, respectively. The notes are due on demand, are not collateralized, 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.

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NOTE 5 – SUBSCRIPTION AGREEMENTS

6 Months Ended

Nov. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

NOTE 5 – SUBSCRIPTION AGREEMENTS

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 stock 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.

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NOTE 6 – INTANGIBLE ASSET ACQUISITION

6 Months Ended

Nov. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 6 – INTANGIBLE ASSET ACQUISITION

NOTE 6 – INTANGIBLE ASSET ACQUISITION

On October 23, 2021, 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 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 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:

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

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NOTE 7 – SUBSEQUENT EVENTS

6 Months Ended

Nov. 30, 2021

Subsequent Events [Abstract]

NOTE 7 – SUBSEQUENT EVENTS

NOTE 7 – 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 the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.

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NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Policies)

6 Months Ended

Nov. 30, 2021

Accounting Policies [Abstract]

Revenue Recognition

Revenue Recognition – The Company's sources 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 Contracts with Customers (“ASC 606”), the Company recognizes revenue upon the transfer of promised technologies or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised technologies or services. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements:

The ASC 606 criteria the Company uses to recognize revenue comprise of the following:

1.  Contract with 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 from the application.

4.  Allocation 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.

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share – Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.  Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. There are no potentially dilutive securities outstanding, so basic and diluted loss per share is the same.

Intangible Assets

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

Software Costs – The Company follows FASB 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 external, 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.

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NOTE 6 – INTANGIBLE ASSET ACQUISITION (Tables)

6 Months Ended

Nov. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Amortization of remaining carrying value of intangible assets

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

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NOTE 3 – RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Nov. 30, 2021	May 31, 2021	May 31, 2018
Related Party Transactions [Abstract]
Due to Other Related Parties, Current	$ 23,500	$ 23,500
Debt Instrument, Interest Rate During Period	8.00%
Interest Expense, Debt	$ 940
Accounts Payable and Accrued Liabilities, Noncurrent	22,157	21,217
Increase (Decrease) in Due to Other Related Parties, Current	3,000
Accounts Payable, Related Parties, Current	9,000	6,000
[custom:AccountsPayableConvertedToPromissoryNote-0]			$ 92,500
Notes Payable, Related Parties, Current	119,200	119,200
Interest Expense, Other	4,768
Accrued Liabilities and Other Liabilities	$ 29,513	$ 24,745

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NOTE 4 – NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2021	Nov. 30, 2020	Nov. 30, 2021	Nov. 30, 2020	May 31, 2021
Debt Disclosure [Abstract]
Increase (Decrease) in Notes Payable, Current			$ 25,000	$ 5,000
Notes Payable, Current	$ 94,800		$ 94,800		$ 69,800
Debt Instrument, Interest Rate During Period			8.00%
Interest Expense	1,571	$ 1,282	$ 2,968	$ 2,501
Interest Payable, Current	$ 33,016		$ 33,016		$ 30,048

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NOTE 5 – SUBSCRIPTION AGREEMENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	5 Months Ended
	Jan. 19, 2022	Nov. 30, 2021	Jan. 19, 2022	Oct. 26, 2021
Commitments and Contingencies Disclosure [Abstract]
[custom:CommonStockAuthorizedIncreasedMinimumAmount-0]				250,000,000
Sale of Stock, Number of Shares Issued in Transaction	220,000	22,990,000	23,210,000
Sale of Stock, Consideration Received on Transaction		$ 10,450,000	$ 10,550,000

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Amortization of remaining carrying value of intangible assets (Details)	6 Months Ended
	Nov. 30, 2021 USD ($)
Intangible Assets Current Year [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 39,396
Intangible Assets Year Two [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	78,792
Intangible Assets Year Three [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	78,792
Intangible Assets Totals [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	64,020
Intangible Assets Total [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 339,792

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NOTE 6 – INTANGIBLE ASSET ACQUISITION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2021	Nov. 30, 2020	Nov. 30, 2021	Nov. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Stock Issued During Period, Shares, Other	10,000,000
Stock Issued During Period, Value, Other	$ 348,000		$ 348,000
Equity Method Investment, Ownership Percentage	97.60%		97.60%
Capitalized Computer Software, Amortization	$ 8,208		$ 8,208
Intangible Assets, Current	$ 339,792		$ 339,792

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NOTE 7 – SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	5 Months Ended
	Jan. 19, 2022	Nov. 30, 2021	Jan. 19, 2022
Subsequent Events [Abstract]
Sale of Stock, Number of Shares Issued in Transaction	220,000	22,990,000	23,210,000
Sale of Stock, Consideration Received on Transaction		$ 10,450,000	$ 10,550,000