10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

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

For the quarterly period ended February 29, 2012

[   ]

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 March 15, 2012 was 250,556.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

2

Unaudited Condensed Balance Sheets

3

Unaudited Condensed Statements of Operations

4

Unaudited Condensed Statements of Cash Flows

5

Notes to Unaudited Condensed Financial Statements

6

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

7

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

9

Item 4.  Controls and Procedures

9

PART II – OTHER INFORMATION

Item 1A.  Risk Factors

9

Item 6.  Exhibits

10

Signatures

11

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

LZG INTERNATIONAL, INC.

(A Development Stage Company)

February 29, 2012

2

LZG International, Inc.

(A Development Stage Company)

Condensed Balance Sheets

(Unaudited)

ASSETS	2/29/2012	5/31/2011
CURRENT ASSETS
Cash	$         7,752	$      7,803
Total Current Assets	7,752	7,803
TOTAL ASSETS	$        7,752	$      7,803
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable	$       5,125	$     5,125
Loan Payable	9,000	5,000
Accrued Interest	480	100
Total Current Liabilities	14,605	10,225
LONG-TERM LIABILITIES
Loan Payable - Related party	23,500	23,500
Accrued Interest - Related party	3,827	2,417
Total Long-term Liabilities	27,327	25,917
TOTAL LIABILITIES	41,932	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	(3,097,565)	(3,091,724)
Total Stockholders' Equity	(34,180)	(28,339)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$        7,752	$        7,803

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

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LZG International, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

		12/01/11 to 02/29/12		12/01/10 to 02/28/11		06/01/11 to 02/29/12		06/01/10 to 02/28/11		From Inception on 5/22/2000 To 02/29/12
REVENUES	$	0	$	0	$	0	$	0	$	0
EXPENSES
General and administrative		1,262		811		4,051		5,842		30,873
Total Expenses		1,262		811		4,051		5,842		30,873
Net operating loss before other expense		(1,262)		(811)		(4,051)		(5,842)		(30,873)
OTHER INCOME (EXPENSE)
Interest expense		(180)		0		(380)		0		(480)
Interest expense (related party)		(470)		(470)		(1,410)		(1,410)		(4,087)
Total other expense		(650)		(470)		(1,790)		(1,410)		(4,567)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(1,912)		(1,281)		(5,841)		(7,252)		(35,440)
INCOME TAXES		0		0		0		0		0
LOSS FROM CONTINUING OPERATIONS		(1,912)		(1,281)		(5,841)		(7,252)		(35,440)
DISCONTINUED OPERATIONS
Loss from discontinued operations		0		0		0		0		(3,062,125)
NET LOSS	$	(1,912)		(1, 281)		(5,841)		(7,252)		(3,097,565)
Net loss per share	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.03)
Weighted average shares outstanding		250,556		250,556		250,556		250,556

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

4

LZG International, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	06/01/2011 to	06/01/2010 to	From Inception on 5/22/2000  to
	02/29/2012	02/28/2011	02/29/2012
Cash Flows from Operating Activities
Net Loss	$     (5,841)	$  (7,252)	$  (3,097,565)
Adjustment to reconcile net (loss) to cash provided
(used) by operating activities:
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
Accrued interest	380	0	480
Accrued interest - related party	1,410	1,410	3,827
Net Cash Provided (Used) by Operating Activities	(4,051)	(8,283)	(234,006)
Cash Flows from Financing Activities:
Proceeds from stock issuances	0	0	209,258
Loans, other	4,000	0	9,000
Loans from officer	0	0	23,500
Net Cash Provided by Financing Activities	4,000	0	241,758
Increase (Decrease) in Cash	(51)	(8,283)	7,752
Cash and Cash Equivalents, Beginning of Period	7,803	11,750	0
Cash and Cash Equivalents, End of Period	$      7,752	$   3,467	$           7,752
Supplemental Cash Flow Information:
Issuance of stock in settlement of debt	$           0	$          0	$          1,000
Cash Paid For:
Interest	$           0	$          0	$                  0
Income Taxes	$           0	$          0	$                  0

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

5

LZG International, Inc.

 (A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

February 29, 2012

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 February 29, 2012 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 February 29, 2012 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.    

NOTE 3 – Related Party Transactions

On October 5, 2011, an officer of the Company extended the due date for his loans to the Company from June 30, 2012 to June 30, 2013.

NOTE 4 – Loan Payable

In January 2012, the Company borrowed an additional $4,000 from a third party.

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

FORWARD LOOKING STATEMENTS

The 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

Our business plan is to seek, investigate, and, if warranted, acquire an interest in a business opportunity.  Our acquisition of a business opportunity may be made by merger, exchange of stock, or otherwise.  We have very limited sources of capital and we probably will only be able to take advantage of one business opportunity.  As of the date of this filing we have not identified any business opportunity that we plan to pursue, nor have we reached any preliminary or definitive agreements or understandings with any person concerning an acquisition or merger.

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

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

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

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Liquidity and Capital Resources

At February 29, 2012, we had cash of $7,752 and total liabilities of $41,932 compared to $7,803 cash and total liabilities of $36,142 at May 31, 2011.  We are currently a development stage company and have not recorded revenues from operations since inception.  We have not established an ongoing source of revenue sufficient to cover our operating costs.  During the three month period ended February 29, 2012 we borrowed $4,000 from a third party to fund our operations.  These conditions raise substantial doubt about our ability to continue as a going concern.  We are currently devoting our efforts to obtaining capital from management and significant stockholders to cover minimal operations; however, there is no assurance that additional funding will be available.  Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such a company.  

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

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

Results of Operations

We did not record revenues in the nine month periods ended February 29, 2012 and February 28, 2011.  General and administrative expenses decreased for the nine month period ended February 29, 2012 (“2012 nine month period”) as compared to the nine month period ended February 28, 2011 (“2011 nine month period”) primarily due to lower audit fees in the 2012 nine month period.  General and administrative expenses increased for the three month period ended February 29, 2012 (“2012 third quarter”) as compared to the three month period ended February 28, 2011 (“2011 third quarter”) primarily due to increased SEC filing costs related to interactive data filings.  

Total other expense increased for both 2012 periods as compared to the 2011 periods as a result of additional loans.  

Our net loss decreased from $7,252 for the 2011 nine month period to $5,841 for the 2012 nine month period, but our net loss increased from $1,281 for the 2011 third quarter to $1,912 for the 2012 third quarter.

Obligations

We have relied upon loans to cover our operational expenses.  During the years ended May 31, 2009 and 2010, our Director and President, Greg L. Popp, loaned an aggregate of $23,500 to the Company.  On April 20, 2010, these loans were combined into one promissory note which carries interest at 8%, is not collateralized and matures in June 2012.   On October 5, 2011, Mr. Popp extended the due date of this loan from June 30, 2012 to June 30, 2013.

During the 2012 third quarter we borrowed $4,000 from a third party for operating expenses and in the fourth quarter of 2011 we borrowed $5,000 from a third party for operating expenses.  These loans are payable upon demand, are not collateralized and bear interest at 8% per annum.  

8

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

 Changes to Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended February 29, 2012 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1A.  RISK FACTORS

AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES A HIGH DEGREE OF RISK.

We have extremely limited assets and no source of revenue.

We have limited assets and have had no revenues since inception.  We will not receive revenues until we complete an acquisition, reorganization or merger.  We can provide no assurance that any selected or acquired business will produce any material revenues for the Company or our stockholders, or that any such business will operate on a profitable basis.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination with a private company.  This may result in our incurring a net operating loss that will

9

increase unless we consummate a business combination with a profitable business.  We cannot assure you that we can identify a suitable business opportunity and consummate a business combination, or that any such business will be profitable at the time of its acquisition by the Company, or ever become profitable.

There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited.

Shares of our common stock are not registered under the securities laws of any state or other jurisdiction and are not listed for trading on any OTC market.  Accordingly, there is no public trading market for the common stock.  Further, no public trading market is expected to develop in the short term.  Therefore, outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable federal or state securities laws or regulations.  Stockholders may rely on the exemption from registration provided by Rule 144 of the Securities Act (“Rule 144”), subject to certain restrictions; namely, common stock may not be sold until one year after:

(i)   the completion of a business combination with a private company after which the Company would cease to be a “shell company” (as defined in Rule 12b-2 under the Exchange Act); and

(ii)   the disclosure of certain information on a Current Report on Form 8-K within four business days of the business combination, and only if the Company has been current in all of its periodic SEC filings for the 12 months preceding the contemplated sale of stock.  

Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions for the securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

ITEM 6.  EXHIBITS

Part I Exhibits

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

Part II Exhibits

No.	Description
3(i).1	Articles of Incorporation of LazyGrocer.Com, Inc., dated May 17, 2000 (Incorporated by reference to exhibit 3.1 to Form 10 filed May 26, 2010)
3(i).2	Amendment to Articles of Incorporation of LazyGrocer.Com, Inc., dated August 28, 2009 (Incorporated by reference to exhibit 3.1.2 to Form 10 filed May 26, 2010)
3(ii)	Bylaws of LZG International, Inc., effective January 28, 2010 (Incorporated by reference to exhibit 3.2 to Form 10 filed May 26, 2010)
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

10

Part II Exhibits - continued

No.	Description
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:  April 2, 2012
LZG INTERNATIONAL, INC.


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

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EX-31

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Greg L. Popp, certify that:

1.

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

2.

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

3.

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

4.

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

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

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

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

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

5.

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

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

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

Date:  April 2, 2012
/s/ Greg L. Popp Greg L. Popp Principal Executive Officer

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Greg L. Popp, certify that:

1.

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

2.

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

3.

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

4.

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

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

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

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

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

5.

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

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

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

Date:  April 2, 2012
/s/ Greg L. Popp Greg L. Popp Principal Financial Officer

Exhibit 32.1

LZG INTERNATIONAL, INC.

CERTIFICATION OF PERIODIC REPORT

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

18 U.S.C. Section 1350

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

a.

the quarterly report on Form 10-Q of LZG International, Inc. for the quarter ended February 29, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.

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

Date:  April 2, 2012

/s/ Greg L. Popp Greg L. Popp Principal Executive Officer Principal Financial Officer

XML

LZG International, Inc. (A Development Stage Company) Condensed Balance Sheets (Unaudited) (USD $)	Feb. 29, 2012	May 31, 2011
CURRENT ASSETS
Cash	$ 7,752	$ 7,803
Total Current Assets	7,752	7,803
TOTAL ASSETS	7,752	7,803
CURRENT LIABILITIES
Accounts Payable	5,125	5,125
Loan Payable	9,000	5,000
Accrued Interest	480	100
Total Current Liabilities	14,605	10,225
LONG-TERM LIABILITIES
Loan Payable - Related Party	23,500	23,500
Accrued Interest - Related Party	3,827	2,417
Total Long-term Liabilities	27,327	25,917
TOTAL LIABILITIES	41,932	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, 10,000,000 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	(3,097,565)	(3,091,724)
Total Stockholders' Equity	(34,180)	(28,339)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 7,752	$ 7,803

XML

Organization, Consolidation and Presentation of Financial Statements

3 Months Ended

Feb. 29, 2012

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 February 29, 2012 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 February 29, 2012 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.

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Payables and Accruals

3 Months Ended

Feb. 29, 2012

Payables and Accruals

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 3 – Related Party Transactions

On October 5, 2011, an officer of the Company extended the due date for his loans to the Company from June 30, 2012 to June 30, 2013.

NOTE 4 – Loan Payable

In January 2012, the Company borrowed an additional $4,000 from a third party.

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LZG International, Inc. (A Development Stage Company) Condensed Balance Sheets (Parenthetical) (Unaudited) (USD $)	Feb. 29, 2012	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

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Document and Entity Information (USD $)	3 Months Ended
	Feb. 29, 2012
Document and Entity Information
Entity Registrant Name	LZG International, Inc.
Document Type	10-Q
Document Period End Date	Feb. 29, 2012
Entity Public Float	$ 0
Amendment Flag	false
Entity Central Index Key	0001126115
Current Fiscal Year End Date	--05-31
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	Q3

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LZG International, Inc. (A Development Stage Company) Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended		141 Months Ended
	Feb. 29, 2012	Feb. 28, 2011	Feb. 29, 2012	Feb. 28, 2011	Feb. 29, 2012
REVENUES	$ 0	$ 0	$ 0	$ 0	$ 0
EXPENSES
General & Administrative	1,262	811	4,051	5,842	30,873
Total Expenses	1,262	811	4,051	5,842	30,873
Net operating loss before other expense	(1,262)	(811)	(4,051)	(5,842)	(30,873)
OTHER INCOME (EXPENSE)
Interest expense	(180)	0	(380)	0	(480)
Interest expense (related party)	(470)	(470)	(1,410)	(1,410)	(4,087)
Total other expense	(650)	(470)	(1,790)	(1,410)	(4,567)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(1,912)	(1,281)	(5,841)	(7,252)	(35,440)
INCOME TAXES	0	0	0	0	0
LOSS FROM CONTINUING OPERATIONS	(1,912)	(1,281)	(5,841)	(7,252)	(35,440)
DISCONTINUED OPERATIONS
Loss from discontinued operations	0	0	0	0	(3,062,125)
Net Loss	$ (1,912)	$ (1,281)	$ (5,841)	$ (7,252)	$ (3,097,565)
Net Loss Per Share	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.03)

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LZG International, Inc. (A Development Stage Company) Condensed Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended		141 Months Ended
	Feb. 29, 2012	Feb. 28, 2011	Feb. 29, 2012
Cash Flows from Operating Activities
Net Loss	$ (5,841)	$ (7,252)	$ (3,097,565)
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	380	0	480
Increase (Decrease) in Accrued interest - related party	1,410	1,410	3,827
Net Cash Provided (Used) by Operating Activities	(4,051)	(8,283)	(234,006)
Cash Flows from Financing Activities:
Proceeds from stock issuances	0	0	209,258
Loans, other	4,000	0	9,000
Loans from officer	0	0	23,500
Net cash Provided by Financing Activities	4,000	0	241,758
Increase (Decrease) in Cash	(51)	(8,283)	7,752
Cash and Cash Equivalents, Beginning of Period	7,803	11,750	0
Cash and Cash Equivalents, End of Period	7,752	3,467	7,752
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