10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                                       FORM 10-Q/A

Amendment No. 1

[X]

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

For the quarterly period ended November 30, 2011

[   ]

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

For the transition period from ___ to ___

Commission file number: 000-53994

LZG INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

FLORIDA               (State or other jurisdiction of incorporation or organization)	98-0234906  (I.R.S.  Employer Identification No.)
455 EAST 400 SOUTH, SUITE #5, SALT LAKE CITY, UTAH (Address of principal executive offices)	84111 (Zip code)

Registrant’s telephone number, including area code:  (435) 674-1282

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  [X]   No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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  [X]   No [  ]

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

Large accelerated filer [  ] Non-accelerated filer [  ] Accelerated filer [  ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       Yes [X]   No [  ]

The number of shares outstanding of the registrant’s common stock as of January 4, 2012 was 250,556.

EXPLANATORY NOTE

LZG International, Inc. discovered an error in the interactive data filed with the Form 10-Q for the period ended November 30, 2011 which was filed with Securities and Exchange Commission on January 9, 2012.  We are amending the interactive data files with this amendment.

PART II

ITEM 6.  EXHIBITS

Part I Exhibits

No.	Description
31.1	Principal Executive Officer Certification (Filed January 9, 2012)
31.2	Principal Financial Officer Certification (Filed January 9, 2012)
32.1	Section 1350 Certification (Filed January 9, 2012)

Part II Exhibits

No.	Description
3(i).1	Articles of Incorporation of LazyGrocer.Com, Inc., dated May 17, 2000 (Incorporated by reference to exhibit 3.1 to Form 10 filed May 26, 2010)
3(i).2	Amendment to Articles of Incorporation of LazyGrocer.Com, Inc., dated August 28, 2009 (Incorporated by reference to exhibit 3.1.2 to Form 10 filed May 26, 2010)
3(ii)	Bylaws of LZG International, Inc., effective January 28, 2010 (Incorporated by reference to exhibit 3.2 to Form 10 filed May 26, 2010)
10.1	Promissory Note, dated April 20, 2010 (Incorporated by reference to exhibit 10.1 to Form 10, as amended, filed July 23, 2010)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

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

Date:  January 19, 2012
LZG INTERNATIONAL, INC.


By:        /s/ Greg L. Popp              Greg L. Popp              President and Director              Principal Executive and Financial Officer

XML

LZG International, Inc. (A Development Stage Company) Condensed Balance Sheets (Unaudited) (USD $)	Nov. 30, 2011	May 31, 2011
CURRENT ASSETS
Cash	$ 5,014	$ 7,803
Total Current Assets	5,014	7,803
TOTAL ASSETS	5,014	7,803
CURRENT LIABILITIES
Accounts Payable	5,125	5,125
Loan Payable	5,000	5,000
Accrued Interest	300	100
Total Current Liabilities	10,425	10,225
LONG-TERM LIABILITIES
Loan Payable - Related party	23,500	23,500
Accrued Interest - Related party	3,357	2,417
Total Long-term Liabilities	26,857	25,917
Total Liabilities	37,282	36,142
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 20,000,000 shares authorized, none issued and outstanding	0	0
Common Stock, $.001 par value; 100,000,000 shares authorized 250,556 shares issued and outstanding	251	251
Additional Paid in Capital	3,063,134	3,063,134
Deficit Accumulated during the development stage	(3,095,653)	(3,091,724)
Total Stockholders' Equity	(32,268)	(28,339)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 5,014	$ 7,803

XML

Organization, Consolidation and Presentation of Financial Statements

3 Months Ended

Nov. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

NOTE 1 – Condensed Financial Statements

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended November 30, 2011 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s May 31, 2011 audited financial statements as reported in Form 10-K.  The results of operations for the period ended November 30, 2011 are not necessarily indicative of the operating results for the full year ended May 31, 2012.

NOTE 2 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has current liabilities in excess of current assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities.  Its activities have been limited for the past several years and it is dependent upon financing to continue operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  It is management’s plan to acquire or merge with other operating companies.     

XML

LZG International, Inc. (A Development Stage Company) Condensed Balance Sheets (Parenthetical) (Unaudited) (USD $)	Nov. 30, 2011	May 31, 2011
Preferred Stock Par Value	$ 0.001	$ 0.001
Preferred Stock Shares Authorized	20,000,000	20,000,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common Stock Par Value	$ 0.001	$ 0.001
Common Stock Shares Authorized	100,000,000	100,000,000
Common Stock Shares Issued	250,556	250,556
Common Stock Shares Outstanding	250,556	250,556

XML

Document and Entity Information	3 Months Ended
	Nov. 30, 2011
Document and Entity Information
Entity Registrant Name	LZG International, Inc.
Document Type	10-Q
Document Period End Date	Nov. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001126115
Current Fiscal Year End Date	--05-31
Entity Common Stock, Shares Outstanding	250,556
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

XML

LZG International, Inc. (A Development Stage Company) Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		138 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
REVENUES	$ 0	$ 0	$ 0	$ 0	$ 0
EXPENSES
General & Administrative	500	661	2,789	5,031	29,611
TOTAL EXPENSES	500	661	2,789	5,031	29,611
Net Operating Loss Before Other Expense	(500)	(661)	(2,789)	(5,031)	(29,611)
OTHER INCOME (EXPENSE)
Interest expense	(100)	0	(200)	0	(300)
Interest expense (related party)	(470)	(470)	(940)	(940)	(3,617)
Total Other Expense	(570)	(470)	(1,140)	(940)	(3,917)
LOSS FROM CONTINUING OPERATINGS BEFORE INCOME TAXES	(1,070)	(1,131)	(3,929)	(5,971)	(33,528)
INCOME TAXES	0	0	0	0	0
LOSS FROM CONTINUING OPERATIONS	(1,070)	(1,131)	(3,929)	(5,971)	(33,528)
DISCONTINUED OPERATIONS
Loss from discontinued operations	0	0	0	0	(3,062,125)
Net Loss	$ (1,070)	$ (1,131)	$ (3,929)	$ (5,971)	$ (3,095,653)
Net Loss Per Share	$ 0.00	$ 0.00	$ (0.02)	$ (0.02)
Weighted average shares outstanding	250,556	250,556	250,556	250,556

XML

LZG International, Inc. (A Development Stage Company) Condensed Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		138 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
Cash Flows from Operating Activities
Net Loss	$ (3,929)	$ (5,971)	$ (3,095,653)
Imputed interest	0	0	260
Stock issued for services	0	0	2,852,867
Changes in assets and liabilities:
Increase (Decrease) in Accounts Payable	0	(2,441)	6,125
Increase (Decrease) in Accrued interest	200	0	300
Increase (Decrease) in Accrued interest - related party	940	940	3,357
Net Cash Provided (Used) by Operating Activities	(2,789)	(7,472)	(232,744)
Cash Flows from Financing Activities:
Proceeds from stock issuances	0	0	209,258
Loans, other	0	0	5,000
Loans from officer	0	0	23,500
Net cash Provided by Financing Activities	0	0	237,758
Increase (Decrease) in Cash	(2,789)	(7,472)	5,014
Cash and Cash Equivalents, Beginning of Period	7,803	11,750	0
Cash and Cash Equivalents, End of Period	5,014	4,278	5,014
Supplemental Cash Flow Information
Issuance of stock in settlement of debt	0	0	1,000
Cash paid for interest	0	0	0
Cash paid for income taxes	$ 0	$ 0	$ 0