SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2017
☐ 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)
|(State or other jurisdiction of incorporation or organization)||(I.R.S. Employer Identification No.)|
|153 WEST BURTON AVENUE, SALT LAKE CITY, UTAH||84115|
|(Address of principal executive offices)||(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
|Non-accelerated filer ☐||Smaller reporting company ☒|
|Emerging growth company ☒|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
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, 2018 was 250,556.
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|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.||Quantitative and Qualitative Disclosures about Market Risk||11|
|Item 4.||Controls and Procedures||11|
|PART II - OTHER INFORMATION|
|Item 1A.||Risk Factors||11|
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LZG INTERNATIONAL, INC.
For the Three and Six Months Ended
November 30, 2017
LZG International, Inc.
Condensed Balance Sheets
|Total Current Assets||89||1,013|
|LIABILITIES AND STOCKHOLDERS' DEFICIT|
|Accounts Payable - vendors||$||1,125||$||—|
|Accounts Payable - related party||95,600||92,500|
|Total Current Liabilities||158,158||149,552|
|Loan Payable - related party||23,500||23,500|
|Accrued Interest - related party||14,637||13,697|
|Total Long-term Liabilities||38,137||37,197|
|Preferred stock, $.001 par value, 20,000,000 shares authorized, none issued and outstanding||—||—|
|Common Stock, $.001 par value, 100,000,000 shares authorized, 250,556 shares issued and outstanding||251||251|
|Additional Paid in Capital||3,063,134||3,063,134|
|Total Stockholders' Deficit||(196,206||)||(185,736||)|
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT||$||89||$||1,013|
The accompanying notes are an integral part of these financial statements.
LZG International, Inc.
Condensed Statements of Operations
|General and administrative||2,625||2,925||7,649||7,599|
|Net Operating Loss Before Other Expense||(2,625||)||(2,925||)||(7,649||)||(7,599||)|
|OTHER INCOME (EXPENSE)|
|Interest expense – related party||(470||)||(470||)||(940||)||(940||)|
|TOTAL OTHER EXPENSE||(1,422||)||(1,352||)||(2,821||)||(2,642||)|
|LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES||(4,047||)||(4,277||)||(10,470||)||(10,241||)|
|LOSS FROM CONTINUING OPERATIONS||(4,047||)||(4,277||)||(10,470||)||(10,241||)|
|Loss from discontinued operations||—||—||—||—|
|Net Loss Per Share||$||(0.02||)||$||(0.02||)||$||(0.04||)||$||(0.04||)|
|Weighted average shares outstanding||250,556||250,556||250,556||250,556|
The accompanying notes are an integral part of these financial statements.
LZG International, Inc.
Condensed Statements of Cash Flows
|Cash Flows from Operating Activities|
|Adjustment to reconcile net (loss) to cash provided (used) by operating activities:|
|Changes in assets and liabilities:|
|Accounts payable - related party||3,100||3,200|
|Accounts payable - other||1,125||—|
|Accrued interest - related party||940||940|
|Net Cash Provided (Used) by Operating Activities||(3,424||)||(4,399||)|
|Cash Flows From Investing Activities||—||—|
|Cash Flows from Financing Activities:|
|Net Cash Provided by Financing Activities||2,500||5,500|
|Increase (Decrease) in Cash||(924||)||1,101|
|Cash and Cash Equivalents, Beginning of Period||1,013||1,562|
|Cash and Cash Equivalents, End of Period||$||89||$||2,663|
|Supplemental Cash Flow Information:|
|Cash Paid For:|
The accompanying notes are an integral part of these financial statements.
LZG International, Inc.
Notes to the Condensed Financial Statements
November 30, 2017
NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its May 31, 2017 Annual Report on Form 10-K. Operating results for the six months ended November 30, 2017 are not necessarily indicative of the results to be expected for year ending May 31, 2018.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited 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 – NOTES PAYABLE
During the six months ended November 30, 2017, the Company borrowed $2,500 from a third party. This loan is due on demand and bears interest at the rate of 8%.
NOTE 4 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.
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
We have not recorded revenues from operations since inception and lack revenues to cover our operating costs. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to obtain capital from management, significant stockholders and/or third parties to cover minimal expenses; 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 company and acquire or enter into a merger with such company.
The type of business opportunity with which we acquire or merge will affect our profitability for 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 shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur through a public offering.
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 us, because it will not permit us 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 stock. 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.
Liquidity and Capital Resources
At November 30, 2017, we had cash of $89 and total liabilities of $196,295 compared to cash of $1,013 and total liabilities of $186,749 at May 31, 2017. We have not established an ongoing source of revenue sufficient to cover our operating costs. During the six month period ended November 30, 2017 we borrowed $2,500 from a third party to fund our operations and relied upon a stockholder for administrative and professional services totaling $3,100. During the year ended May 31, 2017 we borrowed $6,500 from a third party to fund our operations and relied upon a stockholder, for administrative and professional services totaling $6,400.
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 did not record revenues in 2017 or 2016. General and administrative expenses represented consulting, administrative, professional services and out of pocket costs. General and administrative expenses increased to $7,649 for the six month period ended November 30, 2017 (“2018 six month period”) compared to $7,599 for the six month period ended November 30, 2016 (“2017 six month period”). General and administrative expenses decreased to $2,625 for the three month period ended November 30, 2017 (“2018 second quarter”) compared to $2,925 for the three month period ended November 30, 2016 (“2017 second quarter”).
Total other expense increased to $2,821 for the 2018 six month period compared to $2,642 for the 2017 six month period and increased to $1,422 for the 2018 second quarter compared to $1,352 for the 2017 second quarter. The increase is a result of accrued interest on loans.
Net loss increased to $10,470 for the 2018 six month period compared to $10,241 for the 2017 six month period and decreased to $4,047 for the 2018 second quarter compared to $4,277 for the 2017 second quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
Commitments and 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. In June 2016, Mr. Popp extended the due date of the promissory note from June 30, 2016 to June 30, 2018. These loans accrued interest of $940 for the six month period ended November 30, 2017.
During the 2018 six month period we borrowed $2,500 from a third party for operating expenses. At November 30, 2017 we owe the third party $47,600 and accrued interest on this loan of $13,833. These loans are payable upon demand, are not collateralized and bear interest at 8% per annum.
During the 2018 six month period First Equity Holdings, Corp. (“First Equity”), a 20% stockholder, provided consulting, administrative and professional services and provided to, or paid on behalf of the Company, out-of-pocket costs. First Equity billed the Company $3,100 for its services and advances for the 2018 six month period. As of November 30, 2017 First Equity’s account payable totals $95,600.
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.
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, 2017 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.|
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
|31.1||Principal Executive Officer Certification|
|31.2||Principal Financial Officer Certification|
|32.1||Section 1350 Certification|
Part II Exhibits
|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.|
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 11, 2018||LZG INTERNATIONAL, INC.|
|By:||/s/ Greg L. Popp|
|Greg L. Popp|
|President and Director|
|Principal Executive and Financial Officer|