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, 2015

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

Registrant’s telephone number, including area code: (801) 323-2395

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 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 ☒ No ☐ 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:

Large accelerated filer ☐ Non-accelerated filer ☐ Accelerated filer ☐ Smaller reporting company ☒

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 8, 2016 was 250,556.

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TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Unaudited Condensed Balance Sheets	4
	Unaudited Condensed Statements of Operations	5
	Unaudited Condensed Statements of Cash Flows	6
	Notes to the 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	11
	PART II - OTHER INFORMATION
Item 1A.	Risk Factors	12
Item 6.	Exhibits	14
Signatures		15

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LZG INTERNATIONAL, INC.

For the Three and Six Months Ended

November 30, 2015

(Unaudited)

3

LZG International, Inc.

Condensed Balance Sheets

(Unaudited)

ASSETS		NOV 30, 2015		MAY 31, 2015
CURRENT ASSETS
Cash	$	1,012	$	3,716
Total Current Assets		1,012		3,716
TOTAL ASSETS	$	1,012	$	3,716
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable, including related party payable of $83,000 and $79,200	$	83,000	$		79,200
Loan Payable		35,400			33,300
Accrued Interest		7,017			5,607
Total Current Liabilities		125,417			118,107
LONG-TERM LIABILITIES
Loan Payable - related party		23,500			23,500
Accrued Interest - related party		10,877			9,937
Total Long-term Liabilities		34,377			33,437
TOTAL LIABILITIES		159,794			151,544
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		(3,222,167)			(3,211,213)
Total Stockholders' Deficit		(158,782)			(147,828)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,012			3,716

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

4

LZG International, Inc.

Condensed Statements of Operations

(Unaudited)

		THREE MONTHS ENDED NOV 30, 2015				THREE MONTHS ENDED NOV 30, 2014				SIX MONTHS ENDED NOV 30, 2015				SIX MONTHS ENDED NOV 30, 2014
REVENUES	$	--			$	--			$	--			$	--
EXPENSES
General and administrative			2,929				4,029				8,604				10,738
TOTAL EXPENSES			2,929				4,029				8,604				10,738
Net Operating Loss Before Other Expense			(2,929	)			(4,029	)			(8,604	)			(10,738	)
OTHER INCOME (EXPENSE)
Interest expense			(708	)			(566	)			(1,410	)			(1,132	)
Interest expense – related party			(470	)			(470	)			(940	)			(940	)
TOTAL OTHER EXPENSE			(1,178	)			(1,036	)			(2,350	)			(2,072	)
LOSS FROM OPERATIONS BEFORE INCOME TAXES			(4,107	)			(5,065	)			(10,954	)			(12,810	)
INCOME TAXES			—								—				—
NET LOSS		$	(4,107	)		$	(5,065	)		$	(10,954	)		$	(12,810	)
Net Loss Per Share		$	(0.02	)		$	(0.02	)		$	(0.04	)		$	(0.05	)
Weighted average shares outstanding			250,556				250,556				250,556				250,556

The accompanying notes are an integral part of these financial statements

5

LZG International, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	SIX MONTHS ENDED NOV 30, 2015			SIX MONTHS ENDED NOV 30, 2014
Cash Flows from Operating Activities
Net Loss	$	(10,954	)	$	(12,810	)
Adjustment to reconcile net (loss) to cash provided
(used) by operating activities:		—			—
Changes in assets and liabilities:
Increase (Decrease) in accounts payable		3,800			5,375
Accrued interest		1,410			1,132
Accrued interest - related party		940			940
Net Cash Provided (Used) by Operating Activities		(4,804	)		(5,363	)
Cash Flows From Investing Activities		—			—
Cash Flows from Financing Activities:
Loans, other		2,100			—
Net Cash Provided by Financing Activities		2,100			—
Increase (Decrease) in Cash		(2,704	)		(5,363	)
Cash and Cash Equivalents, Beginning of Period		3,716			6,879
Cash and Cash Equivalents, End of Period	$	1,012		$	1,516
Supplemental Cash Flow Information:
Cash Paid For:
Interest	$	—		$	—
Income Taxes	$	—		$	—

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

6

LZG INTERNATIONAL, INC.

Notes to the Unaudited Condensed Financial Statements

November 30, 2015

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, 2015 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, 2015 audited financial statements as reported in Form 10-K. The results of operations for the period ended November 30, 2015 are not necessarily indicative of the operating results for the full year ended May 31, 2016.

NOTE 2 – GOING CONCERN

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 $3,222,167. 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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.

Use of Estimates

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

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LZG INTERNATIONAL, INC.

Notes to the Unaudited Condensed Financial Statements

November 30, 2015

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Use of Estimates – continued

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.

Recent Pronouncement

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

NOTE 4 – LOAN PAYABLE

As of November 30, 2015, the Company has a loan from a non-related party totaling $35,400 which is unsecured, bears interest at 8 percent, and is due on demand. Interest expense for the six months ended November 30, 2015 and 2014 was $1,410 and $1,132 respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

The financial statements include related party transactions, which as of November 30, 2015, were loans from an officer of the Company totaling $23,500 for operating activities. No further loans have been advanced during the period ending November 30, 2015. The loans are due on June 30, 2016, are not collateralized, and bear interest at 8% per annum. These loans accrued interest of $10,877, and $9,937, as of November 30, 2015, and May 31, 2015, respectively.

For the three months ended November 30, 2015, a related party consulting firm invoiced the Company $1,500 for consulting, administrative, and professional services and out-of-pocket costs provided to or paid on behalf of the Company. The total amount owed to this related party for consulting, administrative, and professional services recorded in accounts payable – related party is $83,000, and $79,200, as of November 30, 2015, and May 31, 2015 respectively.

NOTE 6 - SUBSEQUENT EVENTS

The Company’s management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.

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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 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

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.

9

Liquidity and Capital Resources

At November 30, 2015, we had cash of $1,012 and total liabilities of $159,794 compared to cash of $3,716 and total liabilities of $151,544 at May 31, 2015. We have not established an ongoing source of revenue sufficient to cover our operating costs. During the 2016 six month period ended November 30, 2015 we borrowed $2,100 from a third party to fund our operations and relied upon First Equity Holdings Corp, a stockholder (“First Equity”), for administrative and professional services totaling $3,800. During the fiscal year ended May 31, 2015 we borrowed $5,000 from a third party to fund our operations and First Equity paid for administrative and professional services totaling $10,375.

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.

Results of Operations

We have not recorded revenues during the past two years. General and administrative expenses decreased from $10,738 for the 2015 six month period to $8,604 for the 2016 six month period. General and administrative expenses decreased from $4,029 for the 2015 second quarter to $2,929 for the 2016 second quarter. General and administrative expenses represented consulting, administrative, professional services and out of pocket costs and the 2016 six month period decrease is primarily due to reduced consulting and administrative fees.

Total other expense increased from $2,072 for the 2015 six month period to $2,350 for the 2016 six month period and increased $1,036 for the 2015 six month period to $1,178 for the 2016 six month period. These increases were a result of accrued interest on loans.

Our net loss decreased from $12,810 for the 2015 six month period to $10,954 for the 2016 six month period and decreased from $5,065 for the 2015 second quarter to $4,107 for the 2016 second quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.

Obligations

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 matured in June 2012. On June 9, 2015, Mr. Popp extended the due date of this loan from June 30, 2015 to June 30, 2016.

10

During the 2015 fiscal year we borrowed $5,000 and during the 2016 six month period we borrowed $2,100 from a third party for operating expenses. At November 30, 2015 we owe the third party $35,400 and interest expense for this loan was $1,410 and $1,132 for the six month periods ended November 30, 2015 and 2014, respectively. These loans are payable upon demand, are not collateralized and bear interest at 8% per annum.

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.

Critical Accounting Policies

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:

• Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”

• Obtain shareholder approval of any golden parachute payments not previously approved; and

• Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.

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.

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.

11

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 November 30, 2015 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 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 quoted 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.

12

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.

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ITEM 6. EXHIBITS

Part I Exhibits

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

Part II Exhibits

No.	Description
3(i).1	Articles of. Incorporation of LazyGrocer.Com, Inc., dated May 17, 2000 (Incorporated by reference to exhibit 3.1 to Form 10 filed May 26, 2010)
3(i).2	Amendment to Articles of Incorporation of LazyGrocer.Com, Inc., dated August 28, 2009 (Incorporated by reference to exhibit 3.1.2 to Form 10 filed May 26, 2010)
3(ii)	Bylaws of LZG International, Inc., effective January 28, 2010 (Incorporated by reference to exhibit 3.2 to Form 10 filed May 26, 2010)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document
	** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

14

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 8, 2016		LZG INTERNATIONAL, INC
	By:	/s/ Greg L. Popp
		Greg L. Popp
		President and Director
		Principal Executive and Financial Officer

15

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Greg L. Popp, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: January 8, 2016	/s/ Greg L. Popp
	Greg L. Popp
	Principal Executive Officer

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Greg L. Popp, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: January 8, 2016	/s/ Greg L. Popp
	Greg L. Popp
	Principal Financial Officer

EX-32.1

Exhibit 32.1

LZG INTERNATIONAL, INC.

CERTIFICATION OF PERIODIC REPORT

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

18 U.S.C. Section 1350

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

a. the quarterly report on Form 10-Q of LZG International, Inc. for the quarter ended November 30, 2015 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: January 8, 2016	/s/ Greg L. Popp
	Greg L. Popp
	Principal Executive Officer
	Principal Financial Officer

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Document and Entity Information - shares	6 Months Ended
	Nov. 30, 2015	Jan. 08, 2015
Document And Entity Information
Entity Registrant Name	LZG International, Inc.
Entity Central Index Key	0001126115
Document Type	10-Q
Document Period End Date	Nov. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		250,556
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

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Condensed Balance Sheets (Unaudited) - USD ($)	Nov. 30, 2015	May. 31, 2015
Current Assets
Cash	$ 1,012	$ 3,716
Total Current Assets	1,012	3,716
Total Assets	1,012	3,716
Current Liabilities
Accounts Payable, including related party payable of $83,000 and $79,200	83,000	79,200
Loan Payable	35,400	33,300
Accrued Interest	7,017	5,607
Total Current Liabilities	125,417	118,107
Long-Term Liabilities
Loan Payable- related party	23,500	23,500
Accrued Interest- related party	10,877	9,937
Total Long-term Liabilities	34,377	33,437
Total Liabilities	$ 159,794	$ 151,544
Stockholders' Deficit
Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding
Common Stock, $0.001 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	(3,222,167)	(3,211,213)
Total Stockholders' Deficit	(158,782)	(147,828)
Total Liabilities and Stockholders' Deficit	$ 1,012	$ 3,716

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Condensed Balance Sheets (Parenthetical) - USD ($)	Nov. 30, 2015	May. 31, 2015
Statement of Financial Position [Abstract]
Related party payable	$ 83,000	$ 79,200
Preferred stock; par value	$ 0.001	$ 0.001
Preferred stock; shares authorized	20,000,000	20,000,000
Preferred stock; shares issued
Preferred stock; shares outstanding
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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Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Nov. 30, 2015	Nov. 30, 2014
Income Statement [Abstract]
Revenues
Expenses
General and administrative	$ 2,929	$ 4,029	$ 8,604	$ 10,738
Total Expenses	2,929	4,029	8,604	10,738
Net Operating Loss Before Other Expense	(2,929)	(4,029)	(8,604)	(10,738)
Other Income (Expense)
Interest Expense	(708)	(566)	(1,410)	(1,132)
Interest Expense- related party	(470)	(470)	(940)	(940)
Total Other Expense	(1,178)	(1,036)	(2,350)	(2,072)
Loss From Operations Before Income Taxes	$ (4,107)	$ (5,065)	$ (10,954)	$ (12,810)
Income taxes
Net Loss	$ (4,107)	$ (5,065)	$ (10,954)	$ (12,810)
Net Loss Per Share	$ (0.02)	$ (0.02)	$ (0.04)	$ (0.05)
Weighted Average Shares Outstanding	250,556	250,556	250,556	250,556

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Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (10,954)	$ (12,810)
Changes in assets and liabilities
Increase (decrease) in accounts payable	3,800	5,375
Accrued interest	1,410	1,132
Accrued interest- related party	940	940
Net cash provided (Used) by Operating Activities	(4,804)	$ (5,363)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans, other	2,100
Net cash provided by Financing Activities	2,100
Increase (Decrease) in Cash	(2,704)	$ (5,363)
Cash and Cash Equivalents, Beginning of Period	3,716	6,879
Cash and Cash Equivalents, End of Period	$ 1,012	$ 1,516
Cash Paid for:
Interest expense
Income taxes

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Condensed Financial Statements

6 Months Ended

Nov. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Financial Statements

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, 2015 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, 2015 audited financial statements as reported in Form 10-K. The results of operations for the period ended November 30, 2015 are not necessarily indicative of the operating results for the full year ended May 31, 2016.

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Going Concern

6 Months Ended

Nov. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 2 – GOING CONCERN

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 $3,222,167. 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.

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Summary of Significant Accounting Policies

6 Months Ended

Nov. 30, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.

Use of Estimates

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.

Recent Pronouncement

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

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Loan Payable

6 Months Ended

Nov. 30, 2015

Debt Disclosure [Abstract]

Loan Payable

NOTE 4 – LOAN PAYABLE

As of November 30, 2015, the Company has a loan from a non-related party totaling $35,400 which is unsecured, bears interest at 8 percent, and is due on demand. Interest expense for the six months ended November 30, 2015 and 2014 was $1,410 and $1,132 respectively.

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Related Party Transactions

6 Months Ended

Nov. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 5 – RELATED PARTY TRANSACTIONS

The financial statements include related party transactions, which as of November 30, 2015, were loans from an officer of the Company totaling $23,500 for operating activities. No further loans have been advanced during the period ending November 30, 2015. The loans are due on June 30, 2016, are not collateralized, and bear interest at 8% per annum. These loans accrued interest of $10,877, and $9,937, as of November 30, 2015, and May 31, 2015, respectively.

For the three months ended November 30, 2015, a related party consulting firm invoiced the Company $1,500 for consulting, administrative, and professional services and out-of-pocket costs provided to or paid on behalf of the Company. The total amount owed to this related party for consulting, administrative, and professional services recorded in accounts payable – related party is $83,000, and $79,200, as of November 30, 2015, and May 31, 2015 respectively.

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Subsequent Events

6 Months Ended

Nov. 30, 2015

Subsequent Events [Abstract]

Subsequent Events

NOTE 6 - SUBSEQUENT EVENTS

The Company’s management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Nov. 30, 2015

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.

Use of Estimates

Use of Estimates

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.

Recent Pronouncement

Recent Pronouncement

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

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Going Concern (Details Narrative)	183 Months Ended
	Nov. 30, 2015 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Realized net losses since inception	$ 3,222,167

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Loan Payable (Details Narrative) - USD ($)	6 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Debt Disclosure [Abstract]
Loan from non-related party	$ 35,400
Interest rate on loan	8.00%
Interest expense	$ 1,410	$ 1,132

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Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Nov. 30, 2015	May. 31, 2015
Related Party Transactions [Abstract]
Loan from officer	$ 23,500
Interest rate on loan from officer	8.00%
Accrued Interest-related party	$ 10,877	$ 9,937
Professional fees	1,500
Professional fees included in related party accounts payable	$ 83,000	$ 79,200