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 February 28, 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	98-0234906
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2157 S. LINCOLN STREET, SUITE 401, SALT LAKE CITY, UTAH	84106
(Address of principal executive offices)	(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 ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

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

Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒  No ☐

The number of shares outstanding of the registrant’s common stock as of April 14, 2021, was 250,556.

1 

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Unaudited Condensed Balance Sheets	4
Unaudited Condensed Statements of Operations	5
Unaudited Condensed Statement of Stockholders Deficit	6
Unaudited Condensed Statements of Cash Flows	7
Notes to the Unaudited Condensed Financial Statements	8
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	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

2 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LZG INTERNATIONAL, INC.

For the Nine Months Ended

February 28, 2021

(Unaudited)

3 

LZG International, Inc.

Condensed Balance Sheets

(Unaudited)

	February 28, 2021			May 31, 2020
ASSETS
CURRENT ASSETS
Cash	$	360		$	1,834
Total Current Assets		360			1,834
TOTAL ASSETS	$	360		$	1,834
CURRENT LIABILITIES
Accounts Payable – related party	$	10,600		$	6,100
Note Payable – related party		113,200			113,200
Notes Payable		64,100			59,100
Accrued Interest – related party		22,481			15,689
Accrued Interest		28,725			24,941
Total Current Liabilities		239,106			219,030
LONG-TERM LIABILITIES
Notes Payable – related party		23,500			23,500
Accrued Interest – related party		20,747			19,337
Total Long-term Liabilities		44,247			42,837
TOTAL LIABILITIES	$	283,353		$	261,867
STOCKHOLDERS' 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, 250,556 shares issued and outstanding		251			251
Additional Paid-in Capital		3,063,134			3,063,134
Accumulated Deficit		(3,346,378	)		(3,323,418	)
Total Stockholders' Deficit		(282,993	)		(260,033	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	360		$	1,834

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

4 

LZG International, Inc.

Condensed Statements of Operations

(Unaudited)

	THREE MONTHS ENDED FEB 28 2021			THREE MONTHS ENDED FEB 29 2020			NINE MONTHS ENDED FEB 28 2021			NINE MONTHS ENDED FEB 29 2020
REVENUES	$	—		$	—		$	—		$	—
EXPENSES
General and administrative		2,825			2,725			10,975			10,275
TOTAL EXPENSES		2,825			2,725			10,975			10,275
Net Operating Loss Before Other Expense		(2,825	)		(2,725	)		(10,975	)		(10,275	)
OTHER EXPENSE
Interest expense		(1,282	)		(1,182	)		(3,783	)		(3,546	)
Interest expense – related party		(2,734	)		(2,508	)		(8,202	)		(7,438	)
TOTAL OTHER EXPENSE		(4,016	)		(3,690	)		(11,985	)		(10,984	)
LOSS BEFORE INCOME TAXES		(6,841	)		(6,415	)		(22,960	)		(21,259	)
INCOME TAXES		—			—			—			—
NET LOSS	$	(6,841	)	$	(6,415	)	$	(22,960	)	$	(21,259	)
Net Loss Per Share	$	(0.03	)	$	(0.03	)	$	(0.09	)	$	(0.08	)
Weighted Average Shares Outstanding		250,556			250,556			250,556			250,556

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

5 

LZG International, Inc.

Condensed Statement of Stockholders’ Deficit

For the three and nine months ended February 28, 2021 and February 29, 2020

(Unaudited)

	Common Stock
	Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Total
Balance – May 31, 2019	250,556	$	251	$	3,063,134	$	(3,295,647	)	$	(232,262	)
Net (loss) for the quarter ended August 31, 2019	—		—		—		(8,453	)		(8,453	)
Balance – August 31, 2019	250,556	$	251	$	3,063,134	$	(3,304,100	)	$	(240,715	)
Net (loss) for the quarter ended November 30, 2019	—		—		—		(6,391	)		(6,391	)
Balance – November 30, 2019	250,556	$	251	$	3,063,134	$	(3,310,491	)	$	(247,106	)
Net (loss) for the quarter ended February 29, 2020	—		—		—		(6,415	)		(6,415	)
Balance – February 29, 2020	250,556	$	251	$	3,063,134	$	(3,316,906	)	$	(253,521	)
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	)
Net (loss) for the quarter ended February 28, 2021	—		—		—		(6,841	)		(6,841	)
Balance – February 28, 2021	250,556	$	251	$	3,063,134	$	(3,346,378	)	$	(282,993	)

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

6 

LZG International, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	NINE MONTHS ENDED FEB 28, 2021			NINE MONTHS ENDED FEB 29, 2020
Cash Flows from Operating Activities
Net Loss	$	(22,960	)	$	(21,259	)
Adjustment to reconcile net (loss) to cash used by operating activities:
Changes in operating assets and liabilities:
Accounts payable – related party		4,500			4,500
Accounts payable		—			2,450
Accrued interest		3,784			3,546
Accrued interest – related party		8,202			7,438
Net Cash Used by Operating Activities		(6,474	)		(3,325	)
Cash Flows from Investing Activities		—			—
Cash Flows from Financing Activities:
Proceeds from advances and notes payable – related party		—			3,100
Proceeds from notes payable		5,000			—
Net Cash Provided by Financing Activities		5,000			3,100
Decrease in Cash		(1,474	)		(225	)
Cash and Cash Equivalents, Beginning of Period		1,834			434
Cash and Cash Equivalents, End of Period	$	360		$	209
Supplemental Cash Flow Information:
Cash Paid For:
Interest	$	—		$	—
Income Taxes	$	—		$	—

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

7 

LZG International, Inc.

Notes to the Condensed Financial Statements

February 28, 2021

(Unaudited)

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION

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, 2020 Annual Report on Form 10-K. Operating results for the nine-months ended February 28, 2021 are not necessarily indicative of the results to be expected for year ending May 31, 2021.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception, has negative cash flows from operations, and has no 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 acquire or merge with other operating companies. 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 February 28, 2021 and May 31, 2020, 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 $1,410 and $1,410 for the nine months ended February 28, 2021 and February 29, 2020, respectively, resulting in accrued interest of $20,747 and $19,337 at February 28, 2021 and May 31, 2020 respectively.

During the nine months ended February 28, 2021 and 2020, a stockholder paid for administrative and professional services totaling $4,500 and $4,500, respectively, resulting in amounts payable to the stockholder of $10,600 and $6,100 as of February 28, 2021 and May 31, 2020, 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 payable balance was $113,200 at February 28, 2021 and May 31, 2020. Interest expense was $6,792 and $6,028 for the nine months ended February 28, 2021 and 2020, respectively, resulting in accrued interest of $22,481 and $15,689 at February 28, 2021 and May 31, 2020, respectively.

NOTE 4 – LOAN PAYABLE

During the nine months ended February 28, 2021 and 2020 the Company borrowed $5,000 and $0, respectively, from a third party, resulting in loans payable of $64,100 and $59,100 at February 28, 2021 and May 31, 2020, respectively. The loan is due on demand, is not collateralized, and bears interest at 8% per annum. Interest expense was $3,783 and $3,546 for the nine months ended February 28, 2021 and 2020, respectively, resulting in accrued interest of $28,725 and $24,941 at February 28, 2021 and May 31, 2020, respectively.

NOTE 5 – SUBSEQUENT EVENTS

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

We have not recorded revenues from operations since inception and lack revenues 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 find a suitable company and acquire or enter into a merger with such company.

At this time management is unsure what effect the COVID-19 pandemic will have on our search for companies to acquire or merge with. Since we have minimal operations, the pandemic has not caused any significant changes to our operations.

The type of business opportunity we acquire or with which we merge will affect our profitability. We may consider a business which needs to raise additional funds through a public offering, including one that has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur through a public offering.

Our management has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

9 

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital. Our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Material Changes in Financial Condition

At February 28, 2021, we had cash of $360 and total liabilities of $283,353 compared to cash of $1,834 and total liabilities of $261,867 at May 31, 2020. We have not established an ongoing source of revenue sufficient to cover our operating costs. During the nine-month period ended February 28, 2021 (“2021 nine-month period”) we relied upon a stockholder and third parties for advances and notes payable to cover our operating expenses.

These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to obtaining capital from management, significant stockholders and/or third parties to cover minimal operations; 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 find a suitable business opportunity and acquire or enter into a merger with such a company.

During the next 12 months we anticipate incurring costs related to the filing of Exchange Act reports, and possibly investigating, analyzing and consummating an acquisition. We believe we will be able to meet these costs through funds provided by management, significant stockholders and third parties.

Material Changes in Results of Operations

We had no revenues during 2021 and 2020 and continue to rely on advances or loans to fund our operations. Our net loss increased to $22,960 for the 2021 nine-month period compared to $21,259 for the nine-month period ended February 29, 2020. Management expects net losses to continue until we acquire or merge with a business opportunity.

Commitments or Obligations

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 February 28, 2021 was $20,747 compared to $19,337 at May 31, 2020.

During the 2021 nine-month period, a stockholder paid for administrative and professional services totaling $4,500 resulting in amounts payable to the stockholder of $10,600 and $6,100 as of February 28, 2021 and May 31, 2020, respectively.

During the 2021 nine-month period, we borrowed $5,000 from a third party for operating expenses. At February 28, 2021 we owed this third party $64,100 with accrued interest of $28,725. These loans are payable upon demand, are not collateralized and bear interest at 8% per annum.

10 

Emerging Growth Company

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.

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 February 28, 2021 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

11 

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

None.

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	Principal Executive Officer Certification
31.2	Principal 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)
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.

12 

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: April 14, 2021	By: /s/ Greg L. Popp
	Greg L. Popp
	President and Director
	Principal Executive and Financial Officer

13 

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Greg L. Popp, 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: April 14, 2021	/s/ Greg L. Popp
	Greg L. Popp
	Principal Executive Officer

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Greg L. Popp, 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: April 14, 2021	/s/ Greg L. Popp
	Greg L. Popp
	Principal 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 February 28, 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: April 14, 2021	/s/ Greg L. Popp
	Greg L. Popp
	Principal Executive Officer
	Principal Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2021	Apr. 14, 2021
Document And Entity Information
Entity Registrant Name	LZG International, Inc.
Entity Central Index Key	0001126115
Current Fiscal Year End Date	--05-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 28, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		250,556
Entity Transition Period	false
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	FL
Entity File Number	000-53994

XML

Condensed Balance Sheets (Unaudited) - USD ($)	Feb. 28, 2021	May 31, 2020
CURRENT ASSETS
Cash	$ 360	$ 1,834
Total Current Assets	360	1,834
TOTAL ASSETS	360	1,834
CURRENT LIABILITIES
Accounts Payable - related party	10,600	6,100
Notes Payable - related party	113,200	113,200
Notes Payable	64,100	59,100
Accrued interest - related party	22,481	15,689
Accrued Interest	28,725	24,941
Total Current Liabilities	239,106	219,030
LONG-TERM LIABILITIES
Notes Payable- related party	23,500	23,500
Accrued Interest- related party	20,747	19,337
Total Long-term Liabilities	44,247	42,837
TOTAL LIABILITIES	283,353	261,867
STOCKHOLDERS' DEFICIT
Preferred Stock, $.001 par value, 20,000,000 shares authorized, none issued and outstanding	0	0
Common Stock, $.001 par value, 100,000,000 shares authorized, 250,556 shares issued and outstanding	251	251
Additional Paid in Capital	3,063,134	3,063,134
Accumulated Deficit	(3,346,378)	(3,323,418)
Total Stockholders' Deficit	(282,993)	(260,033)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 360	$ 1,834

XML

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Feb. 28, 2021	May 31, 2020
Statement of Financial Position [Abstract]
Preferred stock; par value	$ 0.001	$ 0.001
Preferred stock; shares authorized	20,000,000	20,000,000
Preferred stock; shares issued	0	0
Preferred stock; shares outstanding	0	0
Common stock; par value	$ 0.001	$ 0.001
Common Stock; shares authorized	100,000,000	100,000,000
Common stock; shares issued	250,556	250,556
Common stock; shares outstanding	250,556	250,556

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	Feb. 28, 2021	Feb. 29, 2020
Income Statement [Abstract]
REVENUES	$ 0	$ 0	$ 0	$ 0
EXPENSES
General and administrative	2,825	2,725	10,975	10,275
TOTAL EXPENSES	2,825	2,725	10,975	10,275
Net Operating Loss Before Other Expense	(2,825)	(2,725)	(10,975)	(10,275)
OTHER EXPENSE
Interest Expense	(1,282)	(1,182)	(3,783)	(3,546)
Interest Expense- related party	(2,734)	(2,508)	(8,202)	(7,438)
TOTAL OTHER EXPENSE	(4,016)	(3,690)	(11,985)	(10,984)
LOSS BEFORE INCOME TAXES	(6,841)	(6,415)	(22,960)	(21,259)
INCOME TAXES	0	0	0	0
NET LOSS	$ (6,841)	$ (6,415)	$ (22,960)	$ (21,259)
Net Loss Per Share	$ (0.03)	$ (0.03)	$ (0.09)	$ (0.08)
Weighted Average Shares Outstanding	250,556	250,556	250,556	250,556

XML

Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance, shares at May. 31, 2019	250,556
Balance, amount at May. 31, 2019	$ 251	$ 3,063,134	$ (3,295,647)	$ (232,262)
Net (loss)			(8,453)	(8,453)
Balance, shares at Aug. 31, 2019	250,556
Balance, amount at Aug. 31, 2019	$ 251	3,063,134	(3,304,100)	(240,715)
Net (loss)			(6,391)	(6,391)
Balance, shares at Nov. 30, 2019	250,556
Balance, amount at Nov. 30, 2019	$ 251	3,063,134	(3,310,491)	(247,106)
Net (loss)			(6,415)	(6,415)
Balance, shares at Feb. 29, 2020	250,556
Balance, amount at Feb. 29, 2020	$ 251	3,063,134	(3,316,906)	(253,521)
Balance, shares at May. 31, 2020	250,556
Balance, amount at May. 31, 2020	$ 251	3,063,134	(3,323,418)	(260,033)
Net (loss)			(9,278)	(9,278)
Balance, shares at Aug. 31, 2020	250,556
Balance, amount at Aug. 31, 2020	$ 251	3,063,134	(3,332,696)	(269,311)
Net (loss)			(6,841)	(6,841)
Balance, shares at Nov. 30, 2020	250,556
Balance, amount at Nov. 30, 2020	$ 251	3,063,134	(3,339,537)	(276,152)
Net (loss)			(6,841)	(6,841)
Balance, shares at Feb. 28, 2021	250,556
Balance, amount at Feb. 28, 2021	$ 251	$ 3,063,134	$ (3,346,378)	$ (282,993)

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Cash Flows from Operating Activities
Net Loss	$ (22,960)	$ (21,259)
Changes in operating assets and liabilities:
Accounts payable - related party	4,500	4,500
Accounts payable	0	2,450
Accrued interest	3,784	3,546
Accrued interest- related party	8,202	7,438
Net Cash Used by Operating Activities	(6,474)	(3,325)
Cash Flows from Investing Activities	0	0
Cash Flows from Financing Activities:
Proceeds from advances and notes payable	0	3,100
Proceeds from notes payable	5,000	0
Net cash provided by Financing Activities	5,000	3,100
Decrease in Cash	(1,474)	(225)
Cash and Cash Equivalents, Beginning of Period	1,834	434
Cash and Cash Equivalents, End of Period	360	209
Supplemental Cash Flow Information:
Cash Paid for Interest	0	0
Cash Paid for Income Taxes	$ 0	$ 0

XML

BASIS OF FINANCIAL STATEMENT PRESENTATION

9 Months Ended

Feb. 28, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF FINANCIAL STATEMENT PRESENTATION

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION

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, 2020 Annual Report on Form 10-K. Operating results for the nine-months ended February 28, 2021 are not necessarily indicative of the results to be expected for year ending May 31, 2021.

XML

GOING CONCERN

9 Months Ended

Feb. 28, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 limited assets, has incurred losses since inception, has negative cash flows from operations, and has no 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 acquire or merge with other operating companies. 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.

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Feb. 28, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 3 – RELATED PARTY TRANSACTIONS

The financial statements include related party transactions, which as of February 28, 2021 and May 31, 2020, 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 $1,410 and $1,410 for the nine months ended February 28, 2021 and February 29, 2020, respectively, resulting in accrued interest of $20,747 and $19,337 at February 28, 2021 and May 31, 2020 respectively.

During the nine months ended February 28, 2021 and 2020, a stockholder paid for administrative and professional services totaling $4,500 and $4,500, respectively, resulting in amounts payable to the stockholder of $10,600 and $6,100 as of February 28, 2021 and May 31, 2020, 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 payable balance was $113,200 at February 28, 2021 and May 31, 2020. Interest expense was $6,792 and $6,028 for the nine months ended February 28, 2021 and 2020, respectively, resulting in accrued interest of $22,481 and $15,689 at February 28, 2021 and May 31, 2020, respectively.

XML

LOANS PAYABLE

9 Months Ended

Feb. 28, 2021

Payables and Accruals [Abstract]

LOANS PAYABLE

NOTE 4 – LOAN PAYABLE

During the nine months ended February 28, 2021 and 2020 the Company borrowed $5,000 and $0, respectively, from a third party, resulting in loans payable of $64,100 and $59,100 at February 28, 2021 and May 31, 2020, respectively. The loan is due on demand, is not collateralized, and bears interest at 8% per annum. Interest expense was $3,783 and $3,546 for the nine months ended February 28, 2021 and 2020, respectively, resulting in accrued interest of $28,725 and $24,941 at February 28, 2021 and May 31, 2020, respectively.

XML

SUBSEQUENT EVENTS

9 Months Ended

Feb. 28, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 5 – SUBSEQUENT EVENTS

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.

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	May 31, 2018	Feb. 28, 2021	Feb. 29, 2020	Feb. 28, 2021	Feb. 29, 2020	May 31, 2020
Interest expense		$ 2,734	$ 2,508	$ 8,202	$ 7,438
Accrued Interest- related party		20,747		20,747		$ 19,337
Notes Payable - related party		113,200		113,200		113,200
Stockholder
Loan Payable - related party		10,600		10,600		6,100
Interest rate	8.00%
Interest expense				6,792	6,028
Accrued Interest- related party		22,481		22,481		15,689
Promissory note	$ 92,500	113,200		113,200		113,200
Professional fees				4,500	4,500
Notes Payable - related party		113,200		113,200		113,200
Officer
Loan Payable - related party		23,500		$ 23,500		23,500
Maturity date				Jun. 30, 2022
Interest rate				8.00%
Interest expense				$ 1,410	$ 1,410
Accrued Interest- related party		$ 20,277		$ 20,277		$ 19,337

XML

LOANS PAYABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	Feb. 28, 2021	Feb. 29, 2020	May 31, 2020
Proceeds from related party			$ 0	$ 3,100
Interest expense	$ 2,734	$ 2,508	8,202	7,438
Accrued Interest- related party	22,481		22,481		$ 15,689
Third Party
Proceeds from related party			5,000	0
Loan Payable - related party	64,100		$ 64,100		59,100
Interest rate			8.00%
Interest expense			$ 3,783	$ 3,546
Accrued Interest- related party	$ 28,725		$ 28,725		$ 24,941