lzg_10q.htm

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 o

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 o The registrant does not have a Web site.

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:

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Unaudited Condensed Balance Sheets	4
	Unaudited Condensed Statements of Operations	5
	Unaudited Condensed Statements of Cash Flows	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	12

PART II – OTHER INFORMATION

Item 1A.	Risk Factors	13
Item 6.	Exhibits	14
Signatures		15

	FEB 28, 2014		MAY 31, 2013
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	449	$	270
Total Current Assets		449		270

TOTAL ASSETS	$	449	$	270

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable, including related party payable of $65,625 and $50,425	$	66,302		$	50,425
Loan Payable		19,500			10,500
Accrued Interest		2,619			1,415
Total Current Liabilities		88,421			62,340
LONG-TERM LIABILITIES
Loan Payable - related party		23,500			23,500
Accrued Interest - related party		7,587			6,177
Total Long-term Liabilities		31,087			29,677
TOTAL LIABILITIES		119,508			92,017

STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value, 20,000,000 shares authorized, none issued and outstanding		--			--
Common Stock, $.001 par value, 100,000,000 shares authorized, 250,556 shares issued and outstanding		251			251
Additional Paid in Capital		3,063,134			3,063,134
Deficit Accumulated during the development stage		(3,182,444	)		(3,155,132	)
Total Stockholders' Deficit		(119,059	)		(91,747	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	449		$	270

	THREE MONTHS ENDED FEB 28, 2014			THREE MONTHS ENDED FEB 28, 2013			NINE MONTHS ENDED FEB 28, 2014			NINE MONTHS ENDED FEB 28, 2013			FROM INCEPTION ON MAY 22, 2000 T0 FEB 28, 2014

REVENUES	$	--		$	--		$	--		$	--		$	--

EXPENSES
General and administrative		4,777			7,700			24,698			24,712			109,853
TOTAL EXPENSES		4,777			7,700			24,698			24,712			109,853

Net Operating Loss Before Other Expense		(4,777	)		(7,700	)		(24,698	)		(24,712	)		(109,853	)

OTHER INCOME (EXPENSE)
Interest expense		(390	)		(185	)		(1,204	)		(545	)		(2,619	)
Interest expense – related party		(470	)		(470	)		(1,410	)		(1,410	)		(7,847	)
Total Other Expense		(860	)		(655	)		(2,614	)		(1,955	)		(10,466	)


LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(5,637	)		(8,355	)		(27,312	)		(26,667	)		(120,319	)

INCOME TAXES		--			--			--			--			--

LOSS FROM CONTINUING OPERATIONS		(5,637	)		(8,355	)		(27,312	)		(26,667	)		(120,319	)

DISCONTINUED OPERATIONS
Loss from discontinued operations		--			--			--			--			(3,062,125	)

NET LOSS	$	(5,637	)	$	(8,355	)	$	(27,312	)	$	(26,667	)	$	(3,182,444	)

Net Loss Per Share	$	(0.02	)	$	(0.03	)	$	(0.11	)	$	(0.11	)

Weighted average shares outstanding		250,556			250,556			250,556			250,556

	NINE MONTHS ENDED FEB 28, 2014			NINE MONTHS ENDED FEB 28, 2013			FROM INCEPTION ON MAY 22, 2000 TO FEB 28, 2014

Cash Flows from Operating Activities
Net Loss	$	(27,312	)	$	(26,667	)	$	(3,182,444	)
Adjustment to reconcile net (loss) to cash provided
(used) by operating activities:
Imputed interest		--			--			260
Stock issued for services		--			--			2,852,867
Changes in assets and liabilities:
Increase (Decrease) in accounts payable		15,877			19,100			67,302
Accrued interest		1,204			545			2,619
Accrued interest - related party		1,410			1,410			7,587
Net Cash Provided (Used) by Operating Activities		(8,821	)		(5,612	)		(251,809	)

Cash Flows From Investing Activities		--			--			--

Cash Flows from Financing Activities:
Proceeds from stock issuances		--			--			209,258
Loans, other		9,000			1,500			19,500
Loans from officer		--			--			23,500
Net Cash Provided by Financing Activities		9,000			1,500			252,258

Increase (Decrease) in Cash		179			(4,112	)		449

Cash and Cash Equivalents, Beginning of Period		270			6,565			--

Cash and Cash Equivalents, End of Period	$	449		$	2,453		$	449

Supplemental Cash Flow Information:
Issuance of stock in settlement of debt	$	--		$	--		$	1,000
Cash Paid For:
Interest	$	--		$	--		$	--
Income Taxes	$	--		$	--		$	--

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 28, 2014 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, 2013 audited financial statements as reported in Form 10-K. The results of operations for the period ended February 28, 2014 are not necessarily indicative of the operating results for the full year ended May 31, 2014.

The Company's financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company has realized net losses since inception totaling $3,182,444. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The Company is currently in the development stage and has not realized significant sales through February 28, 2014. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

The preparation of financial statements in conformity with accounting principles requires management 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 the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

During the nine months ended February 28, 2014, the Company received $9,000 in additional cash loans. The total amount of $19,500 is unsecured, bears interest at 8%, and is due on demand. Interest expense was $1,204 and $545 for the nine months ended February 28, 2014 and 2013, respectively.

The financial statements include related party transactions, which as of February 28, 2014, were loans from an officer of the Company totaling $23,500 for operating activities. No further loans have been advanced during the period ending February 28, 2014. The loans are due on June 30, 2015, are not collateralized, and bear interest at 8% per annum. These loans accrued interest of $7,587, and $6,177, as of February 28, 2014, and May 31, 2013, respectively. Interest expense was $1,410 for both of the nine months ended February 28, 2014 and 2013.

For the three and nine months ended February 28, 2014, a related party consulting firm invoiced the Company $3,100 and $15,200, respectively for consulting, administrative, and professional services and out-of-pocket costs provided to or paid on behalf of the Company. The amounts for the three and nine months ended February 28, 2013 were $6,700 and $19,100, respectively. The total amount owed to this related party for consulting, administrative, and professional services recorded in accounts payable – related party is $65,625, and $44,725, as of February 28, 2014, and 2013, respectively.

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.

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.

We have 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 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.

At February 28, 2014, we had cash of $449 and total liabilities of $119,508 compared to cash of $270 and total liabilities of $92,017 at May 31, 2013. 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 nine month period ended February 28, 2014 (“2014 nine month period”) we borrowed $9,000 from a third party to fund our operations and relied upon First Equity Holdings Corp., a stockholder (“First Equity”), for administrative and professional services and out of pocket costs paid on our behalf totaling $15,200. During the year ended May 31, 2013 we borrowed $1,500 from a third party to fund our operations and relied upon First Equity Holdings Corp. for services and advances totaling $24,800.

These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to obtaining capital from management, significant stockholders and/or third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such a company.

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, significant stockholders and third parties.

We did not record revenues in the past two fiscal years. General and administrative expenses decreased from $7,700 for the three month period ended February 28, 2013 (“2013 third quarter”) to $4,777 for the three month period ended February 28, 2014 (“2014 third quarter”). General and administrative expenses decreased from $24,712 for the nine month period ended November 30, 2013 (“2013 nine month period ”) to $24,698 for the 2014 nine month period. The decreases were primarily due to decreases in consulting, administrative, professional services and out of pocket costs provided to or paid on behalf of the Company by First Equity during the 2014 nine month period.

Our net loss decreased from $8,355 for 2013 third quarter to $5,637 for the 2014 third quarter and increased from $26,667 for the 2013 nine month period to $27,312 for the 2014 nine month period. Management expects net losses to continue until we acquire or merge with a business opportunity.

We have relied upon loans and advances to fund 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. Accrued interest on this loan was $7,587 as of February 28, 2014. On July 1, 2013, Mr. Popp extended the due date of this loan from June 30, 2013 to June 30, 2015.

During the 2014 first quarter we borrowed $9,000 from a third party for operating expenses and during the fiscal year ended May 31, 2013 we borrowed $1,500 from a third party for operating expenses. These loans are payable upon demand, are not collateralized and bear interest at 8% per annum.

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.

We qualify as an “emerging growth company” under the recently enacted JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

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.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

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.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended February 28, 2014 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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 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.

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:

(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.

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, filed May 26, 2010)
10.2		Addendum #2 to Promissory Note, dated April 20, 2010 (Incorporated by reference to exhibit 10.2 to Form 10-K, filed August 26, 2013)
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

__________________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

FLORIDA		98-0234906
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

#8, 220 SOUTH 200 EAST, SALT LAKE CITY, UTAH		84111
(Address of principal executive offices)		(Zip code)

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

No.		Description

31.1		Principal Executive Officer Certification
31.2		Principal Financial Officer Certification
32.1		Section 1350 Certification

	LZG INTERNATIONAL, INC.

Date: April 14, 2014	By:	/s/ Greg L. Popp
		Greg L. Popp
		President and Director Principal Executive and Financial Officer