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, 2022

☐	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	90-1907109
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

135 WEST 41st STREET, SUITE 5-104 NEW YORK, NY	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (917) 310-3978

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition 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 January 13, 2023, was 153,397,456.

TABLE OF CONTENTS

		PAGE
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	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	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1a.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
	Signatures	23

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

LZG International, Inc and Subsidiary
Condensed Consolidated Balance Sheets
(Unaudited)
ASSETS
	As of
	November 30,			May 31,
	2022			2022
	UNAUDITED			AUDITED
CURRENT ASSETS
Cash	$	531,464		$	81,567
Accounts Receivable, Trade		4,254,597			24,471
Accounts Receivable, Trade, Related Party		-			130,341
Other Receivables, Related Party		-			9,794,813
Other Current Assets		14,060,426
Total Current Assets		18,846,487			10,031,192
FIXED ASSETS
Buildings and Other Fixed Assets		286,535			-
Accumulated Depreciation		(176,270	)		-
Net Fixed Assets		110,265			-
Right of Use Operating Asset		117,311
OTHER ASSETS
Intangible Assets		13,854,969			11,643,000
Accumulated Amortization		(2,631,284	)		(178,250	)
Other Long Term Assets		125,382			-
Goodwill		24,946,433
Total Other Assets		36,295,500			11,464,750
TOTAL ASSETS	$	55,369,563		$	21,495,942
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable	$	2,839,679		$	2,036
Other Payable - Related Party		4,495,854			-
Note Payable - Related Party		3,000,000			3,000,000
Notes Payable		7,221,279			-
Accrued Expenses		146,839			50,000
Deferred Revenue		13,891,437			85,866
Accrued Interest - Related Party					11,836
Accrued Interest		433,170			-
Other Current Liabilities		4,027,190			-
Deferred Tax Liability					-
Total Current Liabilities		36,055,448			3,149,738
LONG-TERM LIABILITIES:
Notes Payable - Long Term		3,032,474			-
Operating Lease - Long Term		76,945
Total Long Term Liabilities		3,109,419			-
TOTAL LIABILITIES		39,164,867			3,149,738
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding	$	-		$	-
Common Stock, $0.001 par value; 250,000,000 shares authorized 145,609,472 and 144,899,472 shares issued and outstanding at 11/30/22 and 05/31/22		145,610			144,899
Additional Paid in Capital		27,686,117			22,474,358
Accumulated Deficit		(11,707,645	)		(4,273,053	)
Accumulated Other Comprehensive Loss		80,614
Total Stockholders' Equity		16,204,696			18,346,204
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	55,369,563		$	21,495,942
The accompanying notes are an integral part of these condensed financial statements

3

LZG International, Inc and Subsidiary
Condensed Consolidated Statements of Operations
(Unaudited)
	THREE MONTHS ENDED			THREE MONTHS ENDED			SIX MONTHS ENDED			SIX MONTHS ENDED
	11/30/22			11/30/21			11/30/22			11/30/21
REVENUES	$	6,939,614		$	43,447		$	9,372,426		$	43,447
COST OF REVENUES		(1,435,544	)		(8,208	)		(1,749,949	)		(8,208	)
GROSS PROFIT		5,504,070			35,239			7,622,477			35,239
OPERATING EXPENSES
Research and Development Costs		(5,411,150	)					(5,316,243	)
Sales and Marketing		(1,271,680	)					(4,520,501	)
General and Administrative		(722,501	)		(22,965	)		(2,213,691	)		(32,690	)
Total Operating Expenses		(7,405,331	)		(22,965	)		(12,050,435	)		(32,690	)
Net Operating Loss		(1,901,261	)		12,274			(4,427,958	)		2,549
OTHER INCOME (EXPENSE)
Other Income		99,359						172,995
Currency Exchange Loss		31,432						(107,584	)
Total Other Income (Expense)		130,791			-			65,411			-
NET LOSS BEFORE NONOPERATING EXPENSES		(1,770,470	)		12,274			(4,362,547	)		2,549
NONOPERATING INCOME/(EXPENSE)
Interest Expense		(186,667	)		(1,571	)		(301,334	)		(2,968	)
Interest Expense - related party		(60,000	)		(2,854	)		(120,000	)		(5,708	)
Amortization and Depreciation		(595,918	)					(1,179,843	)
Stock Compensation Expense		(1,087,477	)					(1,449,969	)
Total Nonoperating Expense		(1,930,062	)		(4,425	)		(3,051,146	)		(8,676	)
LOSS BEFORE INCOME TAXES		(3,700,532	)		7,849			(7,413,693	)		(6,127	)
INCOME TAXES		(20,899	)		-			(20,899	)		-
NET LOSS	$	(3,721,431	)	$	7,849		$	(7,434,592	)	$	(6,127	)
Net Loss Per Share	$	(0.02	)	$	0.00		$	(0.05	)	$	(0.00	)
Weighted average shares outstanding		152,966,276			4,426,380			150,068,465			2,327,059
The accompanying notes are an integral part of these condensed financial statements

4

LZG International, Inc and Subsidiary
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)
For the six months ended November 30, 2022 and 2021
(UNAUDITED)
										Accumulated			Total
					Additional					Other			Stockholders'
	Common Stock				Paid in		Accumulated			Comprehensive			Equity
	Shares		Amount		Capital		Deficit			Loss			(Deficit)
Balance - May 31, 2021		250,556	$	251	$	3,063,134	$	(3,353,260	)	$	-		$	(289,875	)
Net loss		-		-		-		(13,976	)		-			(13,976	)
Balance - August 31, 2021		250,556	$	251	$	3,063,134	$	(3,367,236	)	$	-		$	(303,851	)
Net Loss							$	7,849						7,849
Issuance of common shares for acquisition of software		10,000,000	$	10,000	$	338,000								348,000
Balance - November 30, 2021		10,250,556	$	10,251	$	3,401,134	$	(3,359,387	)	$	-		$	51,998
Balance - May 31, 2022		144,899,472	$	144,899	$	22,474,358	$	(4,273,053	)	$	-		$	18,346,204
Net loss		-		-		-		(3,713,161	)		-		$	(3,713,161	)
Foreign currency translation adjustment		-		-		-		-			(1,906,906	)	$	(1,906,906	)
Restricted stock assigned for services (non-vested)					$	362,492		-			-		$	362,492
Balance - August 31, 2022		144,899,472	$	144,899	$	22,836,850	$	(7,986,214	)	$	(1,906,906	)	$	13,088,629
Net loss								(3,721,431	)				$	(3,721,431	)
Issuance of common shares for business acquisition		710,000		711		3,761,790							$	3,762,501
Foreign currency translation adjustment											1,987,520		$	1,987,520
Restricted stock assigned for services (non-vested)					$	1,087,477							$	1,087,477
Balance - November 30, 2022		145,609,472	$	145,610	$	27,686,117	$	(11,707,645	)	$	80,614		$	16,204,696
The accompanying notes are an integral part of these condensed financial statements

5

LZG International, Inc and Subsidiary
Condensed Consolidated Statements of Cash Flows
For the six months ended
UNAUDITED
	11/30/22			11/30/21
Cash Flows from Operating Activities
Net Loss	$	(7,434,592	)	$	(6,127	)
Adjustment to reconcile net (loss) to cash used in operating activities:
Amortization and depreciation		1,179,843			8,208
Stock issued for services performed		1,449,969
Changes in assets and liabilities:
Accounts Receivable, Trade		(364,907	)
Other Receivables		317,633
Other Receivables, Related Party		14,418,972
Other Current Assets		(6,583,802	)
Other Long Term Assets		(86,750	)
Accounts Payable - related party		-			3,000
Accounts Payable		156,457			1,350
Operating Lease Assets		(117,311	)
Operating Lease Liabilities		99,686
Other Current Liabilities		1,408,893
Deferred Tax		36,412
Accrued Expenses		(6,332	)
Deferred Revenue		5,208,575
Accred Interest		301,334			2,968
Accred Interest - related party		120,000			5,708
Net Cash provided by (used in) Operating Activities		10,104,080			15,107
Cash Flows from Financing Activities:
Net Proceeds from Notes Payable		12,000,000			25,000
Repayments of Debt		(3,103,856	)
Proceeds from Issuance of Common Stock		3,762,500
Net cash provided by Financing Activities		12,658,644			25,000
Cash Flows from in Investing Activities:
Fixed Asset Acquisitions		(14,595	)
Acquisition of PrimeSource, net of cash acquired		(17,648,979	)
Acquisition of Predictive Black, net of cash acquired		(2,765,987	)
Acquisition of SoTech, net of cash acquired		(1,963,880	)
Net Cash used in Investing Activities		(22,393,441	)		-
Unrealized Currency Loss		80,614
Increase in Cash		449,897			40,107
Cash and Cash Equivalents, Beginning of Period		81,567			4,735
Cash and Cash Equivalents, End of Period	$	531,464		$	44,842
Non-Cash Investing and Financing Activities
Issuance of common stock for acquisition of software					348,000
Issuance of 170,000 shares of common stock for SO Tech stock acquisition		1,062,300
Issuance of 540,000 shares of common stock for Predictive Black stock acquisition		2,700,000
On August 1, 2022, the Company assigned 7,837,672 of restricted common shares in exchange for in-kind consulting services. The shares were valued at $17,399,632 or $2.22/share. Expenses are recognized over the vesting period. For the six months ended 11/30/22, $1,449,969 was recognized as expense.
The accompanying notes are an integral part of these condensed financial statements

6

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited interim Condensed Consolidated Financial Statements of LZG International and its subsidiary reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited Condensed Consolidated Financial Statements are read in conjunction with the audited Financial Statements contained in the Company’s Form 10-K for the year ended May 31,2022. The results of operations for the six months’ ended November 30, 2022 are not necessarily indicative of the results to be expected for the full year. The Consolidated Financial Statements as of May 31, 2022 are derived from audited financial statements included in the Company’s Form 10-K for the year ended May 31, 2022.

Organization

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

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

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

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

Fiscal Year

The Company’s fiscal year ends on May 31.

7

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

Revenue Recognition

Substantially all the Company’s revenue is derived from contracts with customers for subscription services over a period of time. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there are no allowances. All the Company’s contracts have a performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made.

Cost of Revenues

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

Cash Equivalents

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

Accounts Receivable

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

Leases

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

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

Fair Value Measurement

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

· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

· Level 3: Inputs for the asset or liability that are not based on observable market data

8

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

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

Goodwill and Intangible Assets

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

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

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

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

Impairment Assessment

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

Sales and Marketing

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

General and Administrative

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

9

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

Research and Development Costs

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

Costs for certain development activities are estimated based on an evaluation of the progress to completion of specific tasks using data such vendor representation. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred.

Use of Estimates

In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date

of the financial statements, and revenues and expenses during the reporting period. Actual results may differ from these estimates.

Basic and Fully Diluted Income (Loss) Per Share

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

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

Software Costs

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

Stock-based Compensation

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

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

10

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

Concentration of Credit Risk

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

Major Customers

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

NOTE 2 – BUSINESS ACQUISITION

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

On September 22, 2022, the Company, through its wholly owned subsidiary, FatBrain Acquisition Company Limited, entered into a Stock Purchase Agreement to acquire all outstanding shares of SO Technology Ltd, a United Kingdom limited company (“SO Tech”).

On November 14, 2022, the Company, through its wholly owned subsidiary, FatBrain Acquisition Company Limited, entered into a Stock Purchase Agreement to acquire all outstanding shares of Predictive Black Ltd, a United Kingdom limited company (“PB Ltd”).

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

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

11

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

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

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

	Prime Source Companies			So Tech		BP LTD
Assets Acquired:
Cash	$	-				$	14,013
Accounts Receivable, Trade, net of allowance	$	3,653,805		$	208,476	$	2,938
Other Receivables		8,023			26,254		283,356
Customer Supplies		361,455					-
Other Current Assets		7,118,181					1
Fixed Assets		94,453			993		224
Intangible Assets		1,009,336					-
Other Long-Term Assets		39,471					-
Total Assets Acquired		12,284,724			235,723		300,532
Liabilities Assumed:
Accounts Payable		2,631,847			-		90,977
Accrued Expenses		49,456			53,716		-
Deferred Revenue		8,596,996					-
Other Current Liabilities		2,418,468			72,647
Creditor Loans		-			43,184		212,981
Total Liabilities Assumed		13,696,767			115,831		303,958
Net Assets Acquired		(1,375,631	)		119,893		(3,426	)
Excess Purchase Price “Goodwill”	$	19,099,019		$	2,543,987	$	3,303,426

12

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

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

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

NOTE 3 – REVENUES

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

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

NOTE 4 – COMMITMENTS AND CONTINGENCIES

(a) Commitments

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

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

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

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

13

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

(b) Contingencies

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

NOTE 5 – GOING CONCERN

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

NOTE 6 – RELATED PARTY TRANSACTIONS

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

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

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

NOTE 7 – NOTES PAYABLE

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

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

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

14

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

NOTE 8 – LONG TERM INCENTIVE PLAN (LTIP)

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

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

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

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

The restricted stocks vests over a four-year period which coincides with the requisite service period.  Share-based expenses total $17,399,632 and are amortized over the vesting period.  The expense recognized for the six months ended November 30, 2022, was $1,449,969. The remaining expenses ($15,949,663) will be amortized ratably over the remainder of the vesting period as follows:

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

15

LZG International Inc and Subsidiary

Notes to the Condensed Consolidated Financial Statements

November 30, 2022

(UNAUDITED)

NOTE 9 – INCOME TAXES

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

The amount of and ultimate realization of the benefits from the net operating loss carryforwards for US income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the net operating loss carryforwards, the Company has established a US valuation allowance equal to the tax effect of the net operating loss carryforwards and, therefore, no deferred tax asset has been recognized in the accompanying financial statements. The net US deferred tax assets are approximately $1,800,000 and $254,900 as of November 30, 2022 and May 31, 2022, respectively, with an offsetting valuation allowance of the same amount resulting in a change in the valuation allowance of approximately $1,545,100 and $127,890 for the six months ended November 30, 2022 and for the fiscal year ended May 31, 2022, respectively, (exclusive of effects of Federal tax rate changes).

Deferred tax assets and the valuation account are as follows:

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

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

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

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

The Company includes interest and penalties arising from the underpayment of income taxes, if any, in the statements of operations in the provision for income taxes. As of May 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions.

The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended May 31, 2018 through May 31, 2022

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through January 17, 2023 which is the date the financial statements were available to be issued and determined that there were no subsequent events or transactions, other than the matters described below, that required recognition or disclosure in the financial statements.

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

16

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

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

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

As part of the AI Recap, we capitalized the company with software and related IT Assets, including the Outcomes™ engine and the connected AI Solutions, that use artificial intelligence (“AI”) to help businesses automate and optimize enterprise decision cycles (“AI Solutions”).

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

In 2019, for example, our AI solution for Bank of America outperformed by over 60% the combined effectiveness and efficiency of BOA’s $100M state of the art system and 800 of its investigative experts to fight financial crimes.

In November 2021, we launched a foreign exchange (“FX”) AI solution to tackle discriminatory pricing, especially with the start-up, small and mid-sized enterprises (“SMEs”) in the $6.6 trillion-dollar daily FX market. The solution uses our Peer Intelligence technology to auto-match individual client’s purchase cycles with their currency and supply chain risk to optimize FX and minimize constraints, across thousands of peers, in hundreds of sectors.

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

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

During the period covered by this report, the Company, through its wholly owned UK subsidiary, Fatbrain Acquisition Company Limited (“Fatbrain Acquisition”) acquired all of the outstanding capital stock of SO Technology Ltd (“SO Tech”), a multiple award-winning digital agency in the UK, as described in the current report on Form 8-K filed on September 27, 2022, and all of the outstanding capital stock of Predictive Black Ltd (“PB Ltd”), an innovative financial forecasting SaaS in UK, as described in the current report on Form 8-K filed on November 17, 2022. SO Tech and PB Ltd will continue to be held by Fatbrain Acquisition, and are being integrated into the world-wide business of the Company.

We have streamlined our focus on delivering AI Solutions to the economic stars of tomorrow (SMEs), driving the majority of the global jobs and GDP growth. We are built on the five “P”-pillars comprising Purpose, Promise, Product, Predictability and People. Our distinctive competency works like WAZE to advance Peer Intelligence™ for SMEs, reflecting the dynamic wisdom of many across geo and industry sectors informed by relevant open-source and proprietary data signals. Our AI Solutions are supported by the Outcomes™ software platform and a 600-person team focused to help SMEs be more effective and efficient with top 5 problems ranked across 10M+ subscribers of Intuit’s QuickBooks.

17

So Tech Agreement

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

SO Tech is a UK-based design and technology company creating web and mobile applications for mid-market enterprises, helping to accelerate growth and expand operation. The So Tech Sellers agreed to sell and assign all of their ownership interests and rights in SO Tech to FatBrain Acquisition, in exchange for a combination of stock and cash totaling two million seven hundred sixty-two thousand five hundred dollars ($2,762,500.00), subject to a payment schedule, with all payments due on or before the first anniversary of the closing.

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

Predictive Black Agreement

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

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

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

Material Changes in Financial Condition

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

At November 30, 2022, we had cash of $531,464 and total liabilities of $39,164,867 compared to cash of $81,567 and total liabilities of $3,149,738 at May 31, 2022. We have not yet established ongoing sources of revenue sufficient to cover our operating costs at this time. During the six-month period ended November 30, 2022 (“2023 six-month period”) we generated $9,372,426 of revenue but still relied upon advances from related parties to fund our operations. The current conditions continue to raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to obtaining capital from stockholders and/or third parties to cover expenses. We are also seeking to acquire additional companies with established revenue sources. Our ability to continue as a going concern is dependent upon our ability to produce and market the FatBrain technology.

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.

18

Material Changes in Results of Operations

During the 2023 six-month period, we recorded revenues of $9,372,426 and net loss of ($7,434,592). For the six-month period ended 11/30/21, we recorded revenues of $43,447 and a net loss of $2,327,059.

Commitments or Obligations

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

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

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.

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective because we had 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 our Company we are unable to remediate this deficiency until we acquire or merge with another company with more personnel.

19

Changes to Internal Control over Financial Reporting

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

· maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

For the six-months ended November 30, 2022, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO - 2013), “Internal Control - Integrated Framework,” to evaluate the effectiveness of our internal control over financial reporting. Based upon that framework, management determined that in the preparation of the financial statements we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Accordingly, our President has concluded that our internal control over financial reporting is ineffective because lack of an adequate control environment constitutes a deficiency. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company with more personnel.

Our management determined that there were no changes made to our internal controls over financial reporting during the quarter ended November 30, 2022, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

20

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

The Company issued 170,000 shares of its common stock to Dent Global Limited, Richard Burch, Stephen Gray, and Mark Purdy along with cash in exchange for all the issued and outstanding shares of SO Tech. The Company also issued 540,000 shares of its common stock to the owners of PB Ltd in exchange for all the issued share capital of PB Ltd. We relied on an exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for both issuances.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

21

Item 6. Exhibits.

Exhibit No.	Description
Part I
31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
Part II
3.1	Articles of Incorporation dated May 17, 2000. (1)
3.1.2	Amendment to Articles of Incorporation dated August 28, 2009. (1)
3.2	Bylaws of LZG International, Inc., effective January 28, 2010. (1)
4.6	Description of Securities. (2)
10.1	FatBrain, LLC IT Asset Contribution Agreement, dated October 23, 2021. (3)
10.2	Subscription Agreement Form. (4)
10.3	FatBrain Master Services Agreement with Tempus, Inc., dated May 10, 2021. (5)
10.4	Stock Purchase Agreement dated as of September 22, 2022, by and among Dent Global Limited, Richard Burch, Stephen Gray, Mark Purdy, and Fatbrain Acquisition Company Limited and LZG International Inc. (6)
10.5	Share Purchase Agreement dated as of November 14, 2022, by and among the shareholders of Predictive Black Ltd, Predictive Black Ltd., and Fatbrain Acquisition Company Limited and LZG International Inc. (7)
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).*

____________

* Filed herewith

** Furnished herewith

(1) Incorporated by reference to the Company’s Form 10, filed on May 26, 2010.

(2) Incorporated by reference to the Company’s Form 10-K, filed on August 29, 2019.

(3) Incorporated by reference to the Company’s Form 8-K, filed on October 28, 2021.

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

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

(6)	Incorporated by reference to the Company’s Form 8-K, filed on September 27, 2022.
(7)	Incorporated by reference to the Company’s Form 8-K, filed on November 14, 2022.

22

SIGNATURES

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

January ____, 2023	LZG International, Inc.
	By:	/s/
	Name:	Peter B. Ritz
	Title:	Chief Executive Officer
		(Principal Executive Officer)

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

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

23

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 statements made, in light of the circumstances under which such 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 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 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 the registrant’s board of directors (or persons performing the equivalent functions):

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

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 statements made, in light of the circumstances under which such 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 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 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 the registrant’s board of directors (or persons performing the equivalent functions):

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

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of LZG International, Inc. (the “Company”) for the second quarter ended November 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Peter B. Ritz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

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

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of LZG International, Inc. (the “Company”) for the first quarter ended November 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Peter B. Ritz, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report.

Date: January ____, 2023	By:	/s/
		Peter B. Ritz
		Chief Financial Officer
		(Principal Financial Officer)

XML

Cover - shares	6 Months Ended
	Nov. 30, 2022	Jan. 13, 2023
Cover [Abstract]
Entity Registrant Name	LZG INTERNATIONAL, INC.
Entity Central Index Key	0001126115
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Nov. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		153,397,456
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-53994
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	90-1907109
Entity Address Address Line 1	135 WEST 41st STREET
Entity Address Address Line 2	SUITE 5-104
Entity Address City Or Town	NEW YORK
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10036
City Area Code	917
Local Phone Number	310-3978
Entity Interactive Data Current	Yes

XML

Condensed Consolidated Balance Sheets - USD ($)	Nov. 30, 2022	May 31, 2022
CURRENT ASSETS
Cash	$ 531,464	$ 81,567
Accounts Receivable, Trade	4,254,597	24,471
Accounts Receivable, Trade, Related Party	0	130,341
Other Receivables, Related Party	0	9,794,813
Other Current Assets	14,060,426
Total Current Assets	18,846,487	10,031,192
FIXED ASSETS
Buildings and Other Fixed Assets	286,535	0
Accumulated Depreciation	(176,270)	0
Net Fixed Assets	110,265	0
Right of Use Operating Asset	117,311
OTHER ASSETS
Intangible Assets	13,854,969	11,643,000
Accumulated Amortization	(2,631,284)	(178,250)
Other Long Term Assets	125,382	0
Goodwill	24,946,433
Total Other Assets	36,295,500	11,464,750
TOTAL ASSETS	55,369,563	21,495,942
CURRENT LIABILITIES
Accounts Payable	2,839,679	2,036
Other Payable - Related Party	4,495,854	0
Note Payable - Related Party	3,000,000	3,000,000
Notes Payable	7,221,279	0
Accrued Expenses	146,839	50,000
Deferred Revenue	13,891,437	85,866
Accrued Interest - Related Party		11,836
Accrued Interest	433,170	0
Other Current Liabilities	4,027,190	0
Deferred Tax Liability		0
Total Current Liabilities	36,055,448	3,149,738
LONG-TERM LIABILITIES:
Notes Payable - Long Term	3,032,474	0
Operating Lease - Long Term	76,945
Total Long Term Liabilities	3,109,419	0
TOTAL LIABILITIES	39,164,867	3,149,738
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 20,000,000 shares authorized, none issued and outstanding	0	0
Common Stock, $0.001 par value; 250,000,000 shares authorized 145,609,472 and 144,899,472 shares issued and outstanding at 11/30/22 and 05/31/22	145,610	144,899
Additional Paid in Capital	27,686,117	22,474,358
Accumulated Deficit	(11,707,645)	(4,273,053)
Accumulated Other Comprehensive Loss	80,614
Total Stockholders' Equity	16,204,696	18,346,204
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 55,369,563	$ 21,495,942

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Nov. 30, 2022	May 31, 2022
Condensed Consolidated Balance Sheets
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares, issued	145,609,472	144,899,472
Common stock, shares, outstanding	145,609,472	144,899,472

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	Nov. 30, 2022	Nov. 30, 2021
Condensed Consolidated Statements of Operations (Unaudited)
REVENUES	$ 6,939,614	$ 43,447	$ 9,372,426	$ 43,447
COST OF REVENUES	(1,435,544)	(8,208)	(1,749,949)	(8,208)
GROSS PROFIT	5,504,070	35,239	7,622,477	35,239
OPERATING EXPENSES
Research and Development Costs	(5,411,150)		(5,316,243)
Sales and Marketing	(1,271,680)		(4,520,501)
General and Administrative	(722,501)	(22,965)	(2,213,691)	(32,690)
Total Operating Expenses	(7,405,331)	(22,965)	(12,050,435)	(32,690)
Net Operating Loss	(1,901,261)	12,274	(4,427,958)	2,549
OTHER INCOME (EXPENSE)
Other Income	99,359		172,995
Currency Exchange Loss	31,432		(107,584)
Total Other Income (Expense)	130,791	0	65,411	0
NET LOSS BEFORE NONOPERATING EXPENSES	(1,770,470)	12,274	(4,362,547)	2,549
NONOPERATING INCOME/(EXPENSE)
Interest Expense	(186,667)	(1,571)	(301,334)	(2,968)
Interest Expense - related party	(60,000)	(2,854)	(120,000)	(5,708)
Amortization and Depreciation	(595,918)		(1,179,843)
Stock Compensation Expense	(1,087,477)		(1,449,969)
Total Nonoperating Expense	(1,930,062)	(4,425)	(3,051,146)	(8,676)
LOSS BEFORE INCOME TAXES	(3,700,532)	7,849	(7,413,693)	(6,127)
INCOME TAXES	(20,899)	0	(20,899)	0
NET LOSS	$ (3,721,431)	$ 7,849	$ (7,434,592)	$ (6,127)
Net Loss Per Share	$ (0.02)	$ 0.00	$ (0.05)	$ (0.00)
Weighted average shares outstanding	152,966,276	4,426,380	150,068,465	2,327,059

XML

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated other comprehensive loss
Balance, shares at May. 31, 2021		250,556
Balance, amount at May. 31, 2021	$ (289,875)	$ 251	$ 3,063,134	$ (3,353,260)	$ 0
Net loss	(13,976)	$ 0	0	(13,976)	0
Balance, shares at Aug. 31, 2021		250,556
Balance, amount at Aug. 31, 2021	(303,851)	$ 251	3,063,134	(3,367,236)	0
Balance, shares at May. 31, 2021		250,556
Balance, amount at May. 31, 2021	(289,875)	$ 251	3,063,134	(3,353,260)	0
Net loss	(6,127)
Balance, shares at Nov. 30, 2021		10,250,556
Balance, amount at Nov. 30, 2021	51,998	$ 10,251	3,401,134	(3,359,387)	0
Balance, shares at Aug. 31, 2021		250,556
Balance, amount at Aug. 31, 2021	(303,851)	$ 251	3,063,134	(3,367,236)	0
Net loss	7,849			7,849
Issuance of common shares for acquisition of software, shares		10,000,000
Issuance of common shares for acquisition of software, amount	348,000	$ 10,000	338,000
Balance, shares at Nov. 30, 2021		10,250,556
Balance, amount at Nov. 30, 2021	51,998	$ 10,251	3,401,134	(3,359,387)	0
Balance, shares at May. 31, 2022		144,899,472
Balance, amount at May. 31, 2022	18,346,204	$ 144,899	22,474,358	(4,273,053)	0
Net loss	(3,713,161)	0	0	(3,713,161)	0
Foreign currency translation adjustment	(1,906,906)	$ 0	0	0	(1,906,906)
Restricted stock assigned for services (non-vested)	362,492		362,492	0	0
Balance, shares at Aug. 31, 2022		144,899,472
Balance, amount at Aug. 31, 2022	13,088,629	$ 144,899	22,836,850	(7,986,214)	(1,906,906)
Balance, shares at May. 31, 2022		144,899,472
Balance, amount at May. 31, 2022	18,346,204	$ 144,899	22,474,358	(4,273,053)	0
Net loss	(7,434,592)
Balance, shares at Nov. 30, 2022		145,609,472
Balance, amount at Nov. 30, 2022	16,204,696	$ 145,610	27,686,117	(11,707,645)	80,614
Balance, shares at Aug. 31, 2022		144,899,472
Balance, amount at Aug. 31, 2022	13,088,629	$ 144,899	22,836,850	(7,986,214)	(1,906,906)
Net loss	(3,721,431)			(3,721,431)
Issuance of common shares for acquisition of software, shares		710,000
Issuance of common shares for acquisition of software, amount	3,762,501	$ 711	3,761,790
Foreign currency translation adjustment	1,987,520				1,987,520
Restricted stock assigned for services (non-vested)	1,087,477		1,087,477
Balance, shares at Nov. 30, 2022		145,609,472
Balance, amount at Nov. 30, 2022	$ 16,204,696	$ 145,610	$ 27,686,117	$ (11,707,645)	$ 80,614

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021
Cash Flows from Operating Activities
Net Loss	$ (7,434,592)	$ (6,127)
Adjustment to reconcile net (loss) to cash used in operating activities:
Amortization and depreciation	1,179,843	8,208
Stock issued for services performed	1,449,969
Changes in assets and liabilities:
Accounts Receivable, Trade	(364,907)
Other Receivables	317,633
Other Receivables, Related Party	14,418,972
Other Current Assets	(6,583,802)
Other Long Term Assets	(86,750)
Accounts Payable - related party	0	3,000
Accounts Payable	156,457	1,350
Operating Lease Assets	(117,311)
Operating Lease Liabilities	99,686
Other Current Liabilities	1,408,893
Deferred Tax	36,412
Accrued Expenses	(6,332)
Deferred Revenue	5,208,575
Accred Interest	301,334	2,968
Accred Interest - related party	120,000	5,708
Net Cash provided by (used in) Operating Activities	10,104,080	15,107
Cash Flows from Financing Activities:
Net Proceeds from Notes Payable	12,000,000	25,000
Repayments of Debt	(3,103,856)
Proceeds from Issuance of Common Stock	3,762,500
Net cash provided by Financing Activities	12,658,644	25,000
Cash Flows from in Investing Activities:
Fixed Asset Acquisitions	(14,595)
Acquisition of PrimeSource, net of cash acquired	(17,648,979)
Acquisition of Predictive Black, net of cash acquired	(2,765,987)
Acquisition of SoTech, net of cash acquired	(1,963,880)
Net Cash used in Investing Activities	(22,393,441)	0
Unrealized Currency Loss	80,614
Increase in Cash	449,897	40,107
Cash and Cash Equivalents, Beginning of Period	81,567	4,735
Cash and Cash Equivalents, End of Period	531,464	44,842
Non-Cash Investing and Financing Activities
Issuance of common stock for acquisition of software		$ 348,000
Issuance of 170,000 shares of common stock for SO Tech stock acquisition	1,062,300
Issuance of 540,000 shares of common stock for Predictive Black stock acquisition	$ 2,700,000

XML

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

6 Months Ended

Nov. 30, 2022

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited interim Condensed Consolidated Financial Statements of LZG International and its subsidiary reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited Condensed Consolidated Financial Statements are read in conjunction with the audited Financial Statements contained in the Company’s Form 10-K for the year ended May 31,2022. The results of operations for the six months’ ended November 30, 2022 are not necessarily indicative of the results to be expected for the full year. The Consolidated Financial Statements as of May 31, 2022 are derived from audited financial statements included in the Company’s Form 10-K for the year ended May 31, 2022.

Organization

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

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

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

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

Fiscal Year

The Company’s fiscal year ends on May 31.

Revenue Recognition

Substantially all the Company’s revenue is derived from contracts with customers for subscription services over a period of time. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there are no allowances. All the Company’s contracts have a performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made.

Cost of Revenues

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

Cash Equivalents

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

Accounts Receivable

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

Leases

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

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

Fair Value Measurement

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

· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

· Level 3: Inputs for the asset or liability that are not based on observable market data

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

Goodwill and Intangible Assets

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

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

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

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

Impairment Assessment

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

Sales and Marketing

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

General and Administrative

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

Research and Development Costs

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

Costs for certain development activities are estimated based on an evaluation of the progress to completion of specific tasks using data such vendor representation. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred.

Use of Estimates

In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date

of the financial statements, and revenues and expenses during the reporting period. Actual results may differ from these estimates.

Basic and Fully Diluted Income (Loss) Per Share

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

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

Software Costs

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

Stock-based Compensation

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

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

Concentration of Credit Risk

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

Major Customers

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

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BUSINESS ACQUISITION

6 Months Ended

Nov. 30, 2022

BUSINESS ACQUISITION

BUSINESS ACQUISITION

NOTE 2 – BUSINESS ACQUISITION

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

On September 22, 2022, the Company, through its wholly owned subsidiary, FatBrain Acquisition Company Limited, entered into a Stock Purchase Agreement to acquire all outstanding shares of SO Technology Ltd, a United Kingdom limited company (“SO Tech”).

On November 14, 2022, the Company, through its wholly owned subsidiary, FatBrain Acquisition Company Limited, entered into a Stock Purchase Agreement to acquire all outstanding shares of Predictive Black Ltd, a United Kingdom limited company (“PB Ltd”).

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

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

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

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

	Prime Source Companies			So Tech		BP LTD
Assets Acquired:
Cash	$	-				$	14,013
Accounts Receivable, Trade, net of allowance	$	3,653,805		$	208,476	$	2,938
Other Receivables		8,023			26,254		283,356
Customer Supplies		361,455					-
Other Current Assets		7,118,181					1
Fixed Assets		94,453			993		224
Intangible Assets		1,009,336					-
Other Long-Term Assets		39,471					-
Total Assets Acquired		12,284,724			235,723		300,532
Liabilities Assumed:
Accounts Payable		2,631,847			-		90,977
Accrued Expenses		49,456			53,716		-
Deferred Revenue		8,596,996					-
Other Current Liabilities		2,418,468			72,647
Creditor Loans		-			43,184		212,981
Total Liabilities Assumed		13,696,767			115,831		303,958
Net Assets Acquired		(1,375,631	)		119,893		(3,426	)
Excess Purchase Price “Goodwill”	$	19,099,019		$	2,543,987	$	3,303,426

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

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

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REVENUES

6 Months Ended

Nov. 30, 2022

REVENUES

REVENUES

NOTE 3 – REVENUES

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

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

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Nov. 30, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 4 – COMMITMENTS AND CONTINGENCIES

(a) Commitments

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

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

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

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

(b) Contingencies

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

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GOING CONCERN

6 Months Ended

Nov. 30, 2022

GOING CONCERN

GOING CONCERN

NOTE 5 – GOING CONCERN

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

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RELATED PARTY TRANSACTIONS

6 Months Ended

Nov. 30, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

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

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

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

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NOTES PAYABLE

6 Months Ended

Nov. 30, 2022

NOTES PAYABLE

NOTES PAYABLE

NOTE 7 – NOTES PAYABLE

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

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

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LONG TERM INCENTIVE PLAN (LTIP)

6 Months Ended

Nov. 30, 2022

LONG TERM INCENTIVE PLAN (LTIP)

LONG TERM INCENTIVE PLAN

NOTE 8 – LONG TERM INCENTIVE PLAN (LTIP)

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

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

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

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

The restricted stocks vests over a four-year period which coincides with the requisite service period.  Share-based expenses total $17,399,632 and are amortized over the vesting period.  The expense recognized for the six months ended November 30, 2022, was $1,449,969. The remaining expenses ($15,949,663) will be amortized ratably over the remainder of the vesting period as follows:

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

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INCOME TAXES

6 Months Ended

Nov. 30, 2022

INCOME TAXES

INCOME TAXES

NOTE 9 – INCOME TAXES

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

The amount of and ultimate realization of the benefits from the net operating loss carryforwards for US income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the net operating loss carryforwards, the Company has established a US valuation allowance equal to the tax effect of the net operating loss carryforwards and, therefore, no deferred tax asset has been recognized in the accompanying financial statements. The net US deferred tax assets are approximately $1,800,000 and $254,900 as of November 30, 2022 and May 31, 2022, respectively, with an offsetting valuation allowance of the same amount resulting in a change in the valuation allowance of approximately $1,545,100 and $127,890 for the six months ended November 30, 2022 and for the fiscal year ended May 31, 2022, respectively, (exclusive of effects of Federal tax rate changes).

Deferred tax assets and the valuation account are as follows:

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

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

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

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

The Company includes interest and penalties arising from the underpayment of income taxes, if any, in the statements of operations in the provision for income taxes. As of May 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions.

The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended May 31, 2018 through May 31, 2022

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SUBSEQUENT EVENTS

6 Months Ended

Nov. 30, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through January 17, 2023 which is the date the financial statements were available to be issued and determined that there were no subsequent events or transactions, other than the matters described below, that required recognition or disclosure in the financial statements.

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

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BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Policies)

6 Months Ended

Nov. 30, 2022

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

Organization

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

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

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

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

Cost of Revenues

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

Fiscal year

The Company’s fiscal year ends on May 31.

Revenue Recognition

Substantially all the Company’s revenue is derived from contracts with customers for subscription services over a period of time. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there are no allowances. All the Company’s contracts have a performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made.

Cash equivalents

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

Accounts Receivable

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

Leases

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

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

Fair Value Measurement

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

· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

· Level 3: Inputs for the asset or liability that are not based on observable market data

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

Goodwill and Intangible Assets

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

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

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

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

Impairment Assessment

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

Sales and Marketing

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

General and Administrative

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

Research and Development Costs

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

Costs for certain development activities are estimated based on an evaluation of the progress to completion of specific tasks using data such vendor representation. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred.

Use Of Estimates

In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date

of the financial statements, and revenues and expenses during the reporting period. Actual results may differ from these estimates.

Basic and Diluted Loss Per Share

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

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

Software Costs

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

Stock -based compensation

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

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

Concentration of Credit Risk

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

Major Customers

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

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BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Tables)

6 Months Ended

Nov. 30, 2022

BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES

Schedule of estimated useful lives for each intangible asset

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

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BUSINESS ACQUISITION (Tables)

6 Months Ended

Nov. 30, 2022

BUSINESS ACQUISITION

Schedule of purchase price allocation cost

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

	Prime Source Companies			So Tech		BP LTD
Assets Acquired:
Cash	$	-				$	14,013
Accounts Receivable, Trade, net of allowance	$	3,653,805		$	208,476	$	2,938
Other Receivables		8,023			26,254		283,356
Customer Supplies		361,455					-
Other Current Assets		7,118,181					1
Fixed Assets		94,453			993		224
Intangible Assets		1,009,336					-
Other Long-Term Assets		39,471					-
Total Assets Acquired		12,284,724			235,723		300,532
Liabilities Assumed:
Accounts Payable		2,631,847			-		90,977
Accrued Expenses		49,456			53,716		-
Deferred Revenue		8,596,996					-
Other Current Liabilities		2,418,468			72,647
Creditor Loans		-			43,184		212,981
Total Liabilities Assumed		13,696,767			115,831		303,958
Net Assets Acquired		(1,375,631	)		119,893		(3,426	)
Excess Purchase Price “Goodwill”	$	19,099,019		$	2,543,987	$	3,303,426

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Nov. 30, 2022

COMMITMENTS AND CONTINGENCIES

Future Minimum Lease Payment

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

Schedule of gross operating lease costs

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

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NOTES PAYABLE (Tables)

6 Months Ended

Nov. 30, 2022

NOTES PAYABLE

Schedule of notes payable

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

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LONG TERM INCENTIVE PLAN (Tables)

6 Months Ended

Nov. 30, 2022

LONG TERM INCENTIVE PLAN (LTIP)

Summary of the company stock activity

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

Schedule of the company share based expenses

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

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INCOME TAXES (Tables)

6 Months Ended

Nov. 30, 2022

INCOME TAXES

Schedule of the Deferred tax Assets and the valuation account

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

Schedule of the Federal tax rate to the income tax

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

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BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Details)	6 Months Ended
	Nov. 30, 2022
Intellagents IT Platform and ecosystems [Member]
Estimated Useful Lives	5 years
FatBrains IT [Member]
Estimated Useful Lives	5 years
IP Technology, Prime Source [Member]
Estimated Useful Lives	5 years
Common Stock
Estimated Useful Lives	5 years

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BASIS OF FINANCIAL STATEMENT PRESENTATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)	Nov. 30, 2022	Nov. 14, 2022	Sep. 22, 2022	Jun. 17, 2022	May 31, 2022
Federal Funds Purchased	$ 250,000
Payable on payment schedule of agreed upon purchase price				$ 18,000,000
Common stock value	$ 145,610				$ 144,899
SO Technology [Member]
Payable on payment schedule of agreed upon purchase price			$ 2,762,500
Distribution of cash			$ 1,700,000
Common stock shares			170,000
Common stock value			$ 1,062,500
Predictive Black Ltd [Member]
Payable on payment schedule of agreed upon purchase price		$ 3,300,000
Distribution of cash		$ 600,000
Common stock shares		540,000
Common stock value		$ 2,700,000

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BUSINESS ACQUISITION (Details)	6 Months Ended
	Nov. 30, 2022 USD ($)
Purchase Price:
Cash, net of cash required	$ 5,723,388
Note Payable	12,000,000
170,000 shares of common stock, values at $6.25/sh	0
540,000 shares of common stock, values at $5.00/sh	0
Total Purchase Price, net of Cash Acquired	17,723,388
Cash	0
Accounts Receivable, Trade, net of allowance	3,653,805
Other Receivables	8,023
Customer supplies	361,455
Other Current Assets	7,118,181
Fixed Assets	94,453
Intangible Assets	1,009,336
Other Long-Term Assets	39,471
Total Assets Acquired	12,284,724
Liabilities Assumed:
Accounts Payable	2,631,847
Accrued Expenses	49,456
Deferred Revenue	8,596,996
Other Current Liabilities	2,418,468
Creditors loans	0
Total Liabilities Assumed	13,696,767
Net Assets Acquired	(1,375,631)
Excess Purchase Price "Goodwill"	19,099,019
SO Tech [Member]
Purchase Price:
Cash, net of cash required	901,380
Note Payable	700,000
170,000 shares of common stock, values at $6.25/sh	1,062,500
540,000 shares of common stock, values at $5.00/sh	0
Total Purchase Price, net of Cash Acquired	2,663,880
Accounts Receivable, Trade, net of allowance	208,476
Other Receivables	26,254
Fixed Assets	993
Total Assets Acquired	235,723
Liabilities Assumed:
Accounts Payable	0
Accrued Expenses	53,716
Other Current Liabilities	72,647
Creditors loans	43,184
Total Liabilities Assumed	115,831
Net Assets Acquired	119,893
Excess Purchase Price "Goodwill"	2,543,987
BP Ltd [Member]
Purchase Price:
Cash, net of cash required	80,000
Note Payable	520,000
170,000 shares of common stock, values at $6.25/sh	0
540,000 shares of common stock, values at $5.00/sh	2,700,000
Total Purchase Price, net of Cash Acquired	3,300,000
Cash	14,013
Accounts Receivable, Trade, net of allowance	2,938
Other Receivables	283,356
Customer supplies	0
Other Current Assets	1
Fixed Assets	224
Intangible Assets	0
Other Long-Term Assets	0
Total Assets Acquired	300,532
Liabilities Assumed:
Accounts Payable	90,977
Accrued Expenses	0
Deferred Revenue	0
Creditors loans	212,981
Total Liabilities Assumed	303,958
Net Assets Acquired	(3,426)
Excess Purchase Price "Goodwill"	$ 3,303,426

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BUSINESS ACQUISITION (Details Narrative) - USD ($)	1 Months Ended
	Jun. 17, 2022	Nov. 30, 2022
Excess Purchase Price "Goodwill"		$ 19,099,019
Date of acquisition agreement	Jun. 17, 2022
SO Tech [Member]
Excess Purchase Price "Goodwill"		2,543,987
BP Ltd [Member]
Excess Purchase Price "Goodwill"		$ 3,303,426
Acquisition One [Member]
Name of Acquired Entity	Yevgeniy Chsherbinin

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COMMITMENTS AND CONTINGENCIES (Details)	Nov. 30, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES (Details)
2023	$ 63,551
2024	43,969
Total Future Lease Payments	$ 107,520

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COMMITMENTS AND CONTINGENCIES (Details 1)	6 Months Ended
	Nov. 30, 2022 USD ($)
Operating lease cost
Current lease cost	$ 73,342
Long term lease cost	43,969
Total Operating Lease Cost	$ 117,311

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Nov. 30, 2022	Jun. 17, 2022	May 31, 2022	May 11, 2022
RELATED PARTY TRANSACTIONS
Amount due from a related party	$ 4,495,854		$ 9,925,155
Promissory note issued	3,000,000			$ 3,000,000
Interest rate		8.00%		8.00%
Accrued interst	$ 131,836

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NOTES PAYABLE (Details) - USD ($)	Nov. 30, 2022	May 11, 2022
Amount due from related party current	$ 6,000,000
Amount due from related party noncurrent	3,000,000	$ 3,000,000
Yevgeniy Chsherbinin[Member]
Amount due from related party current	3,500,000
Amount due from related party noncurrent	1,500,000
Victor Nazarov[Member]
Amount due from related party current	2,500,000
Amount due from related party noncurrent	$ 1,500,000

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NOTES PAYABLE (Details Narrative ) - USD ($)	6 Months Ended
	Nov. 30, 2022	Jun. 17, 2022	May 11, 2022
NOTES PAYABLE
Promissory note issued to related party		$ 6,000,000
Interest rate		8.00%	8.00%
Amount due from a related party	$ 9,000,000
Amount due from related party noncurrent	3,000,000		$ 3,000,000
Accrued interest	$ 301,133
Description of loan	The original amount of the loan was GBP 50,000 and at the time of acquisition, the balance outstanding was GBP 36,597 ($43,184). The loan bears annual interest at a rate of 2.5%.

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LONG TERM INCENTIVE PLAN (LTIP) (Details ) - Restricted Stock [Member]	6 Months Ended
	Nov. 30, 2022 $ / shares shares
Restricted shares, assigned | shares	7,837,672
Resricted stock, ending balance | shares | shares	7,837,672
Weighted average grant date FMV resticted shares, assigned	$ 2.22
Weighted average grant date FMV resticted shares, restricted shares forfieted	0
Weighted average grant date FMV resticted shares, ending	2.22
Weighted average grant date FMV resticted shares, Vested and Exercisable	$ 0

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LONG TERM INCENTIVE PLAN (LTIP) (Details 1)	6 Months Ended
	Nov. 30, 2022 USD ($)
LONG TERM INCENTIVE PLAN (LTIP)
Share based expenses, amortized over 2023	$ 2,174,954
Share based expenses, amortized over 2024	4,349,908
Share based expenses, amortized over 2025	4,349,908
Share based expenses, amortized over 2026	4,349,908
Share based expenses, amortized over 2027	724,985
Total share based expenses to be amortised	$ 17,037,140

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LONG TERM INCENTIVE PLAN (LTIP) (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Nov. 30, 2022	Nov. 30, 2022	Aug. 01, 2022	May 31, 2022
Share based expense	$ 1,087,477	$ 1,449,969
Total share based expenses to be amortised		$ 17,037,140
Common stock available for issuance	145,609,472	145,609,472		144,899,472
LTIP [Member]
Restricted shares, assigned		7,837,672
Future grants under plan		6,000,985
Share based expense, total		$ 17,399,632
Share based expense		1,449,969
Total share based expenses to be amortised		$ 15,949,663
Common stock available for issuance			13,838,657

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Income Taxes (Details) Schedule of deferred tax assets and the valuation account - USD ($)	Aug. 31, 2022	May 31, 2021
Deferred Tax Asset:
NOL Carryforward (at 21%)	$ 1,800,000	$ 254,900
Valuation Allowance	(1,800,000)	(254,900)
Deferred Tax Assets	$ 0	$ 0

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Income Taxes (Details) Schedule of reconciliation of amounts obtained by applying the Federal tax rate of 21 to pretax income to income tax benefit - USD ($)	6 Months Ended	12 Months Ended
	Nov. 30, 2022	May 31, 2021
Income Taxes (Details) Schedule of reconciliation of amounts obtained by applying the Federal tax rate of 21 to pretax income to income tax benefit
Federal Tax Benefit (at 21%)	$ 1,560,000	$ 194,000
Valuation Allowance	(1,560,000)	$ (194,000)
Deferred Tax Assets	$ 0

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INCOME TAXES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Nov. 30, 2022	May 31, 2022
INCOME TAXES (Details Narrative)
Net operating loss carryforwards	$ 8,200,000	$ 1,210,000
Valuation allowance	1,545,100	127,890
Deferred tax Assets	$ 1,800,000	$ 254,900

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SUBSEQUENT EVENTS (Details Narrative)	1 Months Ended
	Jan. 17, 2023 USD ($)
Subsequent Event [Member]
Reserved shares of common stock for issuance under the same plan	$ 13,838,657